Alpha Modus (AMOD) 10-Q 18 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	Insight Acquisition Corp. /DE
Entity Central Index Key	0001862463
Entity File Number	001-40775
Entity Tax Identification Number	86-3386030
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	333 East 91st Street
Entity Address, City or Town	NY
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10128
Entity Phone Fax Numbers [Line Items]
City Area Code	(609)
Local Phone Number	751-3193
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	INAQU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Trading Symbol	INAQ
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	INAQW
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,619,080
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		900,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 11,810
Restricted cash		314,482
Prepaid expenses	83,642	105,568
Due from sponsor	140,139	1,074,015
Due from related party	145,028	195,000
Total current assets	380,619	1,689,065
Investments held in the Trust Account	5,940,746	10,664,690
Total Assets	6,321,365	12,353,755
Current liabilities:
Accounts payable	459,201	89,311
Accrued expenses	883,998	968,309
Due to investor, net of debt discount	975,000	320,755
Due to Shareholders		628,758
Loan payable	108,466
Income tax payable	48,649	100,036
Excise tax payable	2,402,516	2,348,302
Total current liabilities	5,654,830	5,260,471
Deferred tax liability	5,161	9,935
Deferred underwriting commissions in connection with the Initial Public Offering	6,600,000	6,600,000
Derivative liabilities	1,035,000	623,090
Total Liabilities	13,329,991	12,493,496
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 519,080 and 1,000,945 redeemable shares at approximately $11.27 and $10.84 per share redemption value at September 30, 2024 and December 31, 2023, respectively	5,850,330	10,847,403
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2024 and December 31, 2023
Additional paid-in capital	1,349,771	509,211
Accumulated deficit	(14,209,327)	(11,496,955)
Total stockholders’ deficit	(12,858,956)	(10,987,144)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	6,321,365	12,353,755
Related Party
Current liabilities:
Due to related party	777,000	805,000
Convertible note – related party	35,000
Class A Common Stock
Stockholders’ Deficit:
Common stock value	510	510
Class B Common Stock
Stockholders’ Deficit:
Common stock value	$ 90	$ 90

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock Subject to Possible Redemption
Subject to possible redemption par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redeemable shares outstanding	519,080	1,000,945
Subject to possible redemption per share (in Dollars per share)	$ 11.27	$ 10.84
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares outstanding	900,000	900,000
Common stock, shares issued	900,000	900,000
Non-redeemable | Class A Common Stock
Common stock, shares outstanding	5,100,000	5,100,000
Common stock, shares issued	5,100,000	5,100,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
General and administrative expenses - related party	$ 52,630	$ 525,375	$ 902,076	$ 1,597,947
Franchise tax expenses	20,500	50,000	76,700	150,000
Loss from operations	(73,130)	(575,375)	(978,776)	(1,747,947)
Other (expense) income:
Change in fair value of derivative liabilities	(227,700)	7,245	(411,910)	(588,915)
Change in fair value of Forward Purchase Agreement Liability		8,035		86,369
Stock Compensation Expense			(1,109,250)
Interest expense – debt discount			(456,449)
Gain on investments held in Trust Account	76,525	384,239	357,115	2,898,987
Gain on forgiveness of deferred underwriting fee payable				273,110
Total other (expense) income	(151,175)	399,519	(1,620,494)	2,669,551
(Loss) Income before income tax expense	(224,305)	(175,856)	(2,599,270)	921,604
Income tax expense	(11,766)	(51,725)	(58,888)	(637,175)
Net (loss) income	$ (236,071)	$ (227,581)	$ (2,658,158)	$ 284,429
Class A Redeemable Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	519,080	2,366,608	795,185	7,637,976
Weighted average shares outstanding, diluted (in Shares)	519,080	2,366,608	795,185	7,637,976
Basic net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Class A Non-Redeemable Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	5,100,000	5,100,000	5,100,000	3,605,495
Weighted average shares outstanding, diluted (in Shares)	5,100,000	5,100,000	5,100,000	3,605,495
Basic net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Class B Common Stock
Other (expense) income:
Weighted average shares outstanding, basic (in Shares)	900,000	900,000	900,000	2,400,000
Weighted average shares outstanding, diluted (in Shares)	900,000	900,000	900,000	2,400,000
Basic net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share (in Dollars per share)	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 600		$ (11,885,332)	$ (11,884,732)
Balance (in Shares) at Dec. 31, 2022		6,000,000
Accretion of Class A common stock subject to redemption				3,628,151	3,628,151
Contributions from Sponsor			100,000		100,000
Initial Value of Forward Purchase Agreement			(86,369)		(86,369)
Class B common stock converted to Class A common stock on a one for one basis	$ 510	$ (510)
Class B common stock converted to Class A common stock on a one for one basis (in Shares)	5,100,000	(5,100,000)
Net income (loss)				895,469	895,469
Balance at Mar. 31, 2023	$ 510	$ 90	13,631	(7,361,712)	(7,347,481)
Balance (in Shares) at Mar. 31, 2023	5,100,000	900,000
Balance at Dec. 31, 2022		$ 600		(11,885,332)	(11,884,732)
Balance (in Shares) at Dec. 31, 2022		6,000,000
Net income (loss)					284,429
Balance at Sep. 30, 2023	$ 510	$ 90		(11,262,854)	(11,262,254)
Balance (in Shares) at Sep. 30, 2023	5,100,000	900,000
Balance at Mar. 31, 2023	$ 510	$ 90	13,631	(7,361,712)	(7,347,481)
Balance (in Shares) at Mar. 31, 2023	5,100,000	900,000
Accretion of Class A common stock subject to redemption			(13,631)	(240,334)	(253,965)
Excise tax payable				(2,156,214)	(2,156,214)
Net income (loss)				(383,459)	(383,459)
Balance at Jun. 30, 2023	$ 510	$ 90		(10,141,719)	(10,141,119)
Balance (in Shares) at Jun. 30, 2023	5,100,000	900,000
Accretion of Class A common stock subject to redemption				(701,466)	(701,466)
Excise tax payable				(192,088)	(192,088)
Net income (loss)				(227,581)	(227,581)
Balance at Sep. 30, 2023	$ 510	$ 90		(11,262,854)	(11,262,254)
Balance (in Shares) at Sep. 30, 2023	5,100,000	900,000
Balance at Dec. 31, 2023	$ 510	$ 90	509,211	(11,496,955)	(10,987,144)
Balance (in Shares) at Dec. 31, 2023	5,100,000	900,000
Accretion of Class A common stock subject to redemption			(168,352)		(168,352)
Allocated fair value of Subscription Shares in connection with Subscription Agreement			177,204		177,204
Net income (loss)				(633,846)	(633,846)
Balance at Mar. 31, 2024	$ 510	$ 90	518,063	(12,130,801)	(11,612,138)
Balance (in Shares) at Mar. 31, 2024	5,100,000	900,000
Balance at Dec. 31, 2023	$ 510	$ 90	509,211	(11,496,955)	(10,987,144)
Balance (in Shares) at Dec. 31, 2023	5,100,000	900,000
Net income (loss)					(2,658,158)
Balance at Sep. 30, 2024	$ 510	$ 90	1,349,771	(14,209,327)	(12,858,956)
Balance (in Shares) at Sep. 30, 2024	5,100,000	900,000
Balance at Mar. 31, 2024	$ 510	$ 90	518,063	(12,130,801)	(11,612,138)
Balance (in Shares) at Mar. 31, 2024	5,100,000	900,000
Accretion of Class A common stock subject to redemption			(202,137)		(202,137)
Excise tax payable				(54,214)	(54,214)
Fair value of shares issued in connection with Sponsor and CEO fee waiver agreements			1,436,250		1,436,250
Fees waived in connection with the Sponsor and CEO fee waiver agreements			(327,000)		(327,000)
Net income (loss)				(1,788,241)	(1,788,241)
Balance at Jun. 30, 2024	$ 510	$ 90	1,425,176	(13,973,256)	(12,547,480)
Balance (in Shares) at Jun. 30, 2024	5,100,000	900,000
Accretion of Class A common stock subject to redemption			(75,405)		(75,405)
Net income (loss)				(236,071)	(236,071)
Balance at Sep. 30, 2024	$ 510	$ 90	$ 1,349,771	$ (14,209,327)	$ (12,858,956)
Balance (in Shares) at Sep. 30, 2024	5,100,000	900,000

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (2,658,158)	$ 284,429
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in value of derivative liabilities	411,910	588,915
Interest expense - debt discount	456,449
Interest earned on investments held in Trust Account	(357,115)	(2,898,986)
Gain on forgiveness of deferred underwriting fee payable		(273,110)
Change in fair value of forward purchase agreement		(86,369)
Stock compensation expense	1,109,250
Deferred tax benefit	(4,774)	(156,593)
Changes in operating assets and liabilities:
Prepaid expenses	21,926	281,046
Accounts payable	369,890	(77,780)
Accrued expenses – related party	(84,311)	449,786
Due to related party	(58,000)	225,000
Due from related party	49,972	(891,000)
Due from sponsor	(225,000)
Due to investor	25,000
Income tax payable	(51,387)	203,768
Franchise tax payable		8,159
Net cash used in operating activities	(994,348)	(2,342,735)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	236,505	2,457,248
Cash withdrawn from Trust Account in connection with redemption	6,071,725	234,830,236
Cash deposited in Trust Account	(1,227,171)	(500,000)
Net cash provided by investing activities	5,081,059	236,787,484
Cash Flows from Financing Activities:
Contributions from Sponsor		100,000
Due to related party		420,000
Proceeds from related party	30,000
Proceeds pursuant to subscription agreement	350,000
Capital contribution from Sponsor	1,158,876
Proceeds from loan payable	108,466
Proceeds from convertible promissory note - related party	35,000
Due to shareholders	(650,402)
Redemption of common stock	(5,421,323)	(234,830,236)
Net cash used in financing activities	(4,389,383)	(234,310,236)
Net change in cash and restricted cash	(302,672)	134,513
Cash and restricted cash – beginning of the period	314,482	171,583
Total cash and restricted cash– end of the period	11,810	306,096
Cash and restricted cash – beginning of the period	11,810
Restricted cash		306,096
Supplemental Cash Flow Information:
Cash paid for franchise and income taxes	236,505	1,447,889
Supplemental disclosure of noncash activities:
Forgiveness of deferred underwriting fee payable		5,126,890
Fair Value of subscription shares	177,204
Value of excise tax liability	54,214	2,348,302
Increase in Due to Investor		$ 150,000

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2024
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations Insight Acquisition Corp. (the “Company”) was incorporated in Delaware on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has one subsidiary, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”), a direct wholly owned subsidiary of the Company incorporated on October 10, 2023. As of September 30, 2024 the subsidiary had no activity. 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 the initial public offering (the “Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. On October 29, 2024, the Company held a Special Meeting of stockholders. At the Special Meeting, the Company’s stockholders approved the Business Combination Agreement, dated as of October 13, 2023, as amended by the First Amendment to the Business Combination Agreement, dated as of June 21, 2024. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 1, 2021. On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (“Odeon”), respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target 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”). The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.05 per Public Share plus pro rata interest earned in Trust Account). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the holders of 65% of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 3) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 3) agreed to vote any Founder Shares held by them in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Anchor Investors are not entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company is unable to complete a Business Combination by June 7, 2024, which may be extended only by the vote of the stockholders to approve an amendment to the amended and restated certificate of incorporation (the “Combination Period”) the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders. At the Special Meeting, the Company’s stockholders were asked to vote on the following items: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”), (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”) and (iv) a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve each of the Charter Amendment Proposals. In connection with the Extension, the holders of 21,151,393 Class A common shares, representing approximately 88.1% of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $28,744,831 remained in the trust account and 2,848,607 shares of Class A Common Stock remained issued and outstanding. On March 28, 2023, the board of directors of the Company approved a one-month extension of the date by which the Company has to consummate a business combination to May 7, 2023 and authorized management to deposit $80,000 into the Trust Account for such extension. Accordingly, management deposited $80,000 into the Trust Account and the date by which the Company has to consummate a business combination has been extended to May 7, 2023. On May 2, 2023, the board of directors of the Company approved an additional one-month extension to June 7, 2023 and deposited an additional $80,000 into the Trust Account. On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase the Company’s Class A Common Stock from holders (other than the Company or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by the Company in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of the Company Class A Common Stock purchased in the Company’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares). On April 3, 2023, the Company entered into a Business Combination Agreement (“Avila BCA”) with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023. On April 18, 2023, the Company received a notification from the New York Stock Exchange (“NYSE”) that it was in violation of NYSE requirements as it had failed to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and that if the Form 10-K is not filed with the SEC by 2:30 p.m. Eastern Time on April 21, 2023, the NYSE would post the Company to the NYSE’s late filers list on the Profile, Data and News pages with respect to each of the Company’s securities (the “LF Designation”). Effective April 19, 2023, the Company filed the Form 10-K and that same day the Company received additional correspondence from the NYSE acknowledging that the filing had been made and cancelling its prior correspondence and stating that the LF Designation would not be posted on the Profile, Data and News pages with respect to each of the Company’s securities. On April 27, 2023, the Company issued a press release reporting that the Company will transfer the listing of its securities to The Nasdaq Stock Market (“Nasdaq”). In the press release, the Company stated that its securities will commence trading on Nasdaq upon the market open on Tuesday, May 2, 2023. The Company’s Class A common stock will continue trading under the ticker symbol “INAQ” on the Nasdaq Global Market and the Company’s units and warrants will continue trading under the ticker symbols “INAQU” and “INAQW,” respectively, on the Nasdaq Capital Market. On May 24, 2023, the Company received a notification from the Nasdaq that it was not in compliance with Nasdaq Listing Rule 5250I(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”). Under the Nasdaq Listing Rules, the Company now has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until November 20, 2023, to regain compliance. The Company subsequently filed the Form 10-Q for the quarter ended March 31, 2023 on June 2, 2023, regaining compliance. On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination, from March 7, 2023 to September 7, 2023. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement warrants of the Company at a price of $1.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination. On November 6, 2023, the Company and the Sponsor entered into a written agreement (the “Rescission Agreement”) to rescind and nullify that certain promissory note in the principal amount of $480,000 and executed on August 17, 2023 (the “Note”) pursuant to which the Company agreed to pay the Sponsor the principal amount of $480,000 subject to the terms and conditions of the Note. Upon execution and delivery of the Rescission Agreement, the Note, in its entirety, is hereby irrevocably rescinded, abrogated, cancelled and rendered null and void ab initio and of no force or effect whatsoever, and the positions among the Company and the Sponsor shall be restored to what would have existed had they not entered into the Note. As approved by its stockholders at the annual meeting of stockholders held on September 6, 2023 (the “Annual Meeting”), the Company filed a Second Amendment (the “Second Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on September 6, 2023 to modify the terms and extend Combination Period by which the Company has to consummate an initial business combination (the “Business Combination”) from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. In connection with the stockholder’s vote at the Annual Meeting, 1,847,662 shares were tendered for redemption in exchange for a total redemption payment of $19,208,848. On September 7, 2023, October 7, 2023, November 7, 2023, December 15, 2023, January 5, 2024, February 2, 2024, February 7, 2024, March 20, 2024 and May 6, 2024, the Company deposited $20,000 into the Trust Account on each date, to extend the Business Combination Period from September 7, 2023 to June 7, 2024. On June 6, 2024, July 31, 2024, August 21, 2024, September 11, 2024, October 7, 2024, and November 15, 2024, the Company deposited $10,382 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account on each date to extend the Business Combination Period from June 7, 2024 to November 7, 2024. The Company will deposit an additional amount of $10,382 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account on or before the closing date of the Business Combination to extend the Business Combination Period to December 7, 2024. Effective as of October 13, 2023, the Company, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The Board of Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K, dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc., a Florida corporation. On December 28, 2023, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”) in connection with the proposed business combination with Alpha Modus, Corp. based in Metro-Charlotte, NC (the “Business Combination”). On April 21, 2024, Jeff Gary, in connection with his departure as an officer and director of the Company, waived and forfeited any monies he was owed under the Sponsor Payment Agreement and/or Management Payment Agreement. On June 21, 2024, the Company, Sponsor and Michael Singer entered into a fee waiver agreement (the “Waiver Agreement”) pursuant to which the Sponsor and Michael Signer agreed that in exchange for Michael Singer’s receipt of 125,000 shares of the Company’s Class A common stock to be delivered at the closing of the proposed business combination between the Company and Alpha Modus Corp., the Sponsor and Michael Singer agreed to waive all amounts due to them now and in the future under the Sponsor Payment Agreement and Management Payment Agreement on the terms and conditions set forth in the Waiver Agreement. On June 5, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting the Company’s stockholders approved the filing of a Third Amendment (the “Third Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State to modify the terms and extend time by which the Company has to consummate an initial business combination (the “Business Combination”) from June 7, 2024 to December 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. In connection with the stockholder’s vote at the Special Meeting and the planned filing of the Third Amendment, 481,865 shares of the Company’s Class A Common Stock, $0.0001 par value per share, were tendered for redemption. On September 27, 2024, the Company received the Notice from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities are now subject to delisting. The Company’s registration statement filed in connection with the Company’s IPO became effective on September 1, 2021. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company failed to complete its initial business combination by September 1, 2024, the Company did not comply with IM5101-2, and its securities are now subject to delisting. Unless the Company requests an appeal of this determination by October 4, 2024, trading of the Company’s securities will be suspended at the opening of business on October 8, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. The Company appealed the determination contained in the Notice and a hearing on the appeal was scheduled for November 14, 2024 (the “Hearing”). The Hearing was held on November 14, 2024 and the Company requested an extension until December 31, 2024 to complete the Business Combination. The Company is waiting for the decision on its appeal. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.05. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties 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 is not determinable as of the date of these unaudited condensed consolidated 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 unaudited condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. D

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on May 14, 2024. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. 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 no Restricted Cash The Company has $0 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets, except for the derivative liabilities (see Note 9). 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 consist of: ● 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. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On October 16, 2021, the over-allotment option expired unexercised. The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk-free rate, the variable term, the settlement features, the likelihood of completing a business combination and the early termination provisions. The model estimates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, exercise price, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. The fair value was adjusted for the market implied likelihood of completing a business combination. The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023. As a result, there was no value assigned to the Forward Share Purchase Agreement. The Company has written off the liability and recognized the change in value of the Forward Share Purchase Agreement in the unaudited condensed consolidated statement of operations during the nine months ended September 30, 2023. Capital Call Loan The Company previously analyzed the Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”, and previously concluded that, (i) the Subscription Shares (as defined in Note 5) issuable under the Subscription Agreement are not required to be accounted for as a liability under ASC 480, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction were previously classified and accounted for as equity. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares were allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds allocated to the Subscription Shares was accounted for as paid-in capital. The remainder of the proceeds was allocated to the debt instrument portion of the transaction. This resulted in a debt discount, which shall be accounted for as interest and amortized as interest expense over the life of the loan. Based on the previous accounting for Subscription Agreement, the Company recognized at draw dates an aggregate of $800,000 as capital call loan recorded as a due to investor under condensed consolidated balance sheets, $568,503 was recorded as additional paid-in capital and $568,503 was recognized as debt discount – due to investor which was amortized as interest expense in the profit and loss over the life of the loan. On May 15, 2024, the Company, Sponsor and Polar entered into the Amendment pursuant to which Polar’s aggregate advance under the Subscription Agreement was reduced from $1,000,000 to $975,000 and in the event the Company consummates the business combination with Alpha Modus Corp., then the Company will not be obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination. However, if the Company consummates a business combination with an entity other than Alpha Modus, Corp., then the Company is obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination with an entity other than Alpha Modus, Corp. After the amendment. The Company analyzed the amended Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity”, ASC 815, “Derivatives and Hedging” and ASC 825 “Financial Instrument” and concluded that, (i) the Subscription Shares issuable under the Subscription Agreement are now required to be accounted for as a liability under ASC 480, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction shall be classified and accounted for as liability. The Subscription Shares are required to be classified and accounted for at fair value under ASC 480-10. The Company has not elected to classify and account for the Capital Call(s) at fair value under the fair value option under ASC 825. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares were allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds so allocated to the Subscription Shares was accounted for as subscription share liability. The remainder of the proceeds was allocated to the debt instrument portion of the transaction. This resulted in a debt discount, which shall be accounted for as interest on capital call date. In accordance with ASC 480-10, the Subscription Shares were initially required to be classified as liability classified instruments; therefore, the Subscription Shares are required to be measured at fair value at each reporting period with changes in fair value recorded within earnings. As a result of the amendment, the Company recognized the fair value of the subscription share liability on the amendment date amounting to $0. As of September 30, 2024, the Company drew an additional $175,000 as a capital call loan and recorded it as a due to investor on the condensed consolidated balance sheet, and $0 was allocated as fair value of the bundled subscription share. As of September 30, 2024, the Company received $975,000 under the Subscription Agreement and recorded the amount as due to investor. No value was allocated to subscription share liability on the accompanying condensed consolidated balance sheet. As of December 31, 2023, the Company received $600,000 under the Subscription Agreement and recorded the amount as a due to investor, net of debt discount of $279,245, on the accompanying condensed consolidated balance sheet. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with issuance of the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were offset by a full valuation allowance as of September 30, 2024 and December 31, 2023. Deferred tax liabilities were $5,161 and $9,935 as of September 30, 2024 and December 31, 2023, respectively. 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. Tax expense of approximately $12,000 and $52,000 was recognized for the three months ended September 30, 2024 and 2023, respectively, and amounts of approximately $59,000 and $637,000 were recognized for the nine months ended September 30, 2024 and 2023, respectively. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 519,080 and 1,000,945 shares of Class A common stock subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2024 and 2023. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended September 30, 2024 2023 Class A Class A Class B Class A Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (18,797 ) $ (184,683 ) $ (32,591 ) $ (64,374 ) $ (138,726 ) $ (24,481 ) Denominator: Basic and diluted weighted average common shares outstanding 519,080 5,100,000 900,000 2,366,608 5,100,000 900,000 Basic and diluted net loss per common share $ (0.04 ) $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended September 30, 2024 2023 Class A Class A Class B Class A Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (311,063 ) $ (1,995,031 ) $ (352,064 ) $ 159,231 $ 75,165 $ 50,033 Denominator: Basic and diluted weighted average common shares outstanding 795,185 5,100,000 900,000 7,637,976 3,605,495 2,400,000 Basic and diluted net (loss) income per common share $ (0.39 ) $ (0.39 ) $ (0.39 ) $ 0.02 $ 0.02 $ 0.02 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2024
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). Of the 24,000,000 Units sold in the Initial Public Offering, 23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company management (the “Anchor Investors”). In connection with the sale of Units to the Anchor Investors, the Sponsor transferred an aggregate of 1,350,000 of the Company’s Class B common stock held by the Sponsor (the “Founder Shares”) to the Anchor Investors at a price of approximately $0.004 per Founder Share. The Company determined that the excess of the fair value of the Founder Shares acquired by the Anchor Investors over the price paid by such Anchor Investors should be recognized as an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A. The Company estimated the fair value of the Founder Shares sold to the Anchor Investors to be $2.37 per share or an aggregate of approximately $3.2 million, based on third-party transactions in the Sponsor’s equity interests. Accordingly, the offering cost is allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Warrants are expensed as incurred. Offering costs allocated to the Public Shares are charged against the carrying value of Class A common stock upon the completion of the Initial Public Offering. The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On October 16, 2021, the over-allotment option expired unexercised.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On May 5, 2021, the Sponsor paid for certain offering costs totaling $25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Founder Shares, par value $0.0001 per share. On July 29, 2021, the Company effected a 1:1.1162791 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. In connection with the sale of Units to the Anchor Investors, the Sponsor transferred 1,350,000 Founder Shares to the Anchor Investors, as described in Note 3, above. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 16, 2021, the over-allotment option expired unexercised. As such, 900,000 shares of Class B common stock were forfeited. On March 22, 2023, 5,100,000 shares of Class B common stock were exchanged for an equal number of shares of Class A common stock. Such shares are not entitled to redemption rights. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Contributed Capital On March 7, 2023, the Sponsor contributed $100,000 to the Company for no consideration. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,500,000 and 1,200,000 Private Placement Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. The Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On April 30, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $163,000 under the Note. On September 7, 2021, the Company repaid $157,000 of Note balance and repaid the remaining balance of approximately $6,000 in full on September 13, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans. Services Agreement On September 1, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of the Company’s management team until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation. On June 21, 2024, the Company entered into a fee waiver agreement with the Sponsor and a member of the management team whereas 125,000 shares of the post Business Combination entity shall be issued in full satisfaction of all compensation through March 31, 2024 and in the future. For the three and nine months ended September 30, 2024, the Company incurred approximately $0 and $30,000, respectively. For the three and nine months ended September 30, 2023, the Company incurred approximately $30,000 and $90,000, respectively, under the services agreement in the condensed consolidated statements of operations. As of September 30, 2024 and December 31, 2023, $190,000 and $160,000 were included in due to related party on the condensed consolidated balance sheets, respectively. The board of directors has also approved payments of up to $15,000 per month, through the earlier of the consummation of the Company’s initial Business Combination or its liquidation, to members of the Company’s management team for services rendered to the Company. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. On April 21, 2024, all deferred compensation owed to Mr. Gary by the Company to date, in the aggregate amount of $132,500, shall be forfeited and henceforth shall cease to accrue $7,500 per month in service fees currently recorded in due to related party on the condensed consolidated balance sheets. On June 21, 2024, the Company entered into a fee waiver agreement with the Sponsor and a member of the management team whereas 125,000 shares of the post Business Combination entity shall be issued in full satisfaction of all compensation through March 31, 2024 and in the future. For the three and nine months ended September 30, 2024, the Company incurred approximately $0 and $24,500, respectively, under the services agreement. For the three and nine months ended September 30, 2023, the Company incurred approximately $45,000 and $135,000, respectively, under the services agreement. As of September 30, 2024 and December 31, 2023, $137,000 and $225,000 were included in due to related party on the condensed consolidated balance sheets, respectively. The agreement will be accounted for under ASC 718 and the Company recorded a stock compensation expense for the fair value of the shares to be issued in excess of the fair value of the liability recorded as of September 30, 2024. The Company estimated the aggregate fair value of the 125,000 shares of the post Business Combination attributable to the member of the management team in full satisfaction of all compensation and administrative fees through March 31, 2024 and in the future to be $1,436,250 or $11.49 per share. The fair value of the post Business Combination shares was based on the publicly traded share price of the Company as of the date of the agreement. Convertible Promissory Note – Related Party On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination, from March 7, 2023 to September 7, 2023. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement warrants of the Company at a price of $1.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination. As of September 30, 2024 there was no amount drawn from the promissory note and on November 6, 2023 the Company and the Sponsor entered into a written agreement to rescind and nullify the promissory note. On July 25, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $35,000 (the “Note”) to a related party, the Note being entered into in consideration of two transfers made by Jeffrey J. Gary to the Maker on April 18, 2024 for $25,000 and on May 22, 2024 for $10,000. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. The principal balance may be repaid at any time. The principal balance shall be payable by the Company either: (i) in cash, or (ii) at the Payee’s election in writing, by issuance of Maker’s private placement warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant. Each Private Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. As of September 30, 2024, there was $35,000 outstanding under this Note included on the condensed consolidated balance sheet. Due to Related Party As of September 30, 2024, the Sponsor advanced a total of $485,000 to the Company of which $450,000 was deposited to the Trust to extend the Business Combination Period from April 7, 2023 to September 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on March 6, 2023 allowing the Company to consummate an initial business combination from March 7, 2023 to September 7, 2023, provided that the Company deposits the lesser of $80,000 and $0.04 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension and $20,000 was deposited to the Trust to extend the Business Combination period from September 7, 2023 to October 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on September 6, 2023 allowing the Company to consummate an initial business combination from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. As of September 30, 2024 and December 31, 2023, $450,000 and $420,000 were included in due to related party on the condensed consolidated balance sheets, respectively. Due from Related Party On July 20, 2023 and August 7, 2023, a total of $891,000 was transferred to the Sponsor from the operating bank account, of which a total of $616,000 was paid back on October 10, 2023, October 11, 2023 and December 13, 2023. Additionally, during the year ended December 31, 2023 the Sponsor paid operating expenses on behalf of the Company with a total value of $80,000 which has been netted against the amount owed. During the nine months ended September 30, 2024, a total of $49,972 was paid back. As of September 30, 2024 and December 31, 2023, there were amounts of $145,028 and $195,000 outstanding from the Sponsor, respectively. Due from Sponsor Between March 2, 2023 and December 5, 2023, the Company withdrew an aggregate amount of $2,497,248 from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes. While the Company paid an aggregate amount of $1,447,889 for tax payments, the remaining amount of $1,049,359, that was withdrawn from the Trust Account for tax purposes, was used to pay other business expenses of the Company. On March 15, 2024, the Sponsor deposited $1,049,359 into the Trust Account, and on March 26, 2024, the Sponsor deposited an additional amount $36,285 into the Trust Account to reimburse the Trust Account for interest that would have earned on the $1,049,359 that was erroneously withdrawn from the Trust Account of which $24,656 was accrued as of December 31, 2023. From March 11, 2024 through March 14, 2024, the Sponsor transferred an aggregate of $1,090,000 to fund amounts transferred to the Trust Account. For the nine months ended September 30, 2024, Polar funded Sponsor an additional $375,000 under the Subscription Agreement and the Sponsor loaned the Company $150,000 from Polar. As of September 30, 2024 and December 31, 2023, there were amounts of $140,139 and $1,074,015 outstanding from the Sponsor, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5 - Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. If the underwriters’ over-allotment option was fully exercised, $0.70 per over-allotment unit, or up to an additional approximately $2.5 million, or approximately $14.5 million in the aggregate, would have been deposited in the Trust Account as deferred underwriting commissions. On October 16, 2021, the over-allotment option expired unexercised. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On March 28, 2023, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $5.4 million of its $8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination. As a result, the Company recognized $273,110 of gain on forgiveness of underwriting fee payable and $5,126,890 toward Class A redeemable shares in relation to the forgiveness of the deferred underwriter fee allocated to the underwriter in the accompanying unaudited condensed consolidated financial statements. In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $3.0 million will be payable upon the consummation of the business combination. As of September 30, 2024 and December 31, 2023, $6,600,000 was outstanding under deferred underwriting fee payable. Also in March 2023, the Company entered into an agreement with Odeon Capital Group, LLC (“Odeon”), the other IPO Underwriter, pursuant to which Odeon agreed to irrevocably forfeit $2.6 million of the deferred underwriting discount of $3.6 million that Odeon was previously entitled to receive at the closing of the Business Combination. Such remaining $1.0 million of deferred underwriting discount was to be payable in cash to Odeon at the closing of the Business Combination. On June 20, 2024, the Company entered into agreements with its underwriters, pursuant to which its underwriters agreed to accept a total of 300,000 shares at the closing of the Business Combination in full satisfaction of the remaining $6.6 million of deferred underwriting discount that was payable in cash to the underwriters at the closing of the Business Combination. The Company’s agreements with its underwriters are subject to certain conditions which result in the Company recording the impact of the agreements at the closing of the Business Combination. Forward Share Purchase Agreement On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase shares of SPAC Class A Common Stock from holders (other than SPAC or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of SPAC Class A Common Stock purchased in the SPAC’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares). The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023, as described below. Business Combination Agreements On April 3, 2023, the Company entered into a Business Combination Agreement with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023. On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. Management does not believe that Avila has the funds to pay the reimbursement of expenses in connection with the Avila BCA and believes it to be uncollectible. The Company has fully allowed for the receivable from Avila for the reimbursement of expenses in connection with the Avila BCA as of September 30, 2024. Effective as of October 13, 2023, the Company, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The Board of Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc, a Florida corporation. On June 21, 2024, the Company, Alpha Modus and Merger Sub entered into an amendment to the AM BCA (the “BCA Amendment”). The BCA Amendment (i) provides that each share of Alpha Modus’ 6,145,000 shares common stock outstanding prior to the business combination will be exchanged for the right to receive 1 share of IAC Class A common stock, and a contingent right to receive a pro rata portion of the 2,200,000 earnout shares; (ii) provides that each share of Alpha Modus’ 7,500,000 shares Series C Redeemable Convertible Preferred Stock outstanding prior to the business combination will be exchanged for the right to receive 1 share of IAC Series C Preferred Stock (having substantially the same rights as the Alpha Modus Series C Redeemable Convertible Preferred Stock), and a contingent right to receive a pro rata portion of the 2,200,000 earnout shares; (iii) eliminates the closing condition that the combined company is obligated to pay off the indebtedness of Polar Multi-Strategy Master Fund (“Polar”), up to a maximum of $1,000,000, and the indebtedness of Janbella Group, LLC’s (“Janbella”), up to a maximum of $1,000,000, at closing of the business combination; (iv) eliminates the combined company’s obligation to issue each of Polar and Janbella at closing a number of shares of common stock equal to the amount of indebtedness paid off divided by $1.00; (v) requires the combined company to issue the following shares of common stock at closing: (a) 1,392,308 shares to Janbella, (b) 210,000 shares to Cantor Fitzgerald & Co., (c) 90,000 shares to Odeon Group, LLC, and (d) 125,000 shares to Michael Singer; and (vi) extends the “Outside Date” (the date by which the business combination must occur, after which either the Company or Alpha Modus may terminate the AM BCA by providing written notice to the other) to September 9, 2024, from June 7, 2024. On October 29, 2024, the Company held a Special Meeting of stockholders. At the Special Meeting, the Company’s stockholders approved the Business Combination Agreement, dated as of October 13, 2023, as amended by the First Amendment to the Business Combination Agreement, dated as of June 21, 2024, by and among the Company, IAC Merger Sub Inc. (“Merger Sub”), and Alpha Modus, Corp. (“Alpha Modus”), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into Alpha Modus, with Alpha Modus continuing as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Business Combination”), approved the Company’s amended and restated certificate of incorporation, as amended (the “IAC Charter”), in connection with the closing of the Business Combination, by adopting the second amended and restated certificate of incorporation (the “Amended and Restated Charter”), which includes the authorization to issue and designation of 7,500,000 new shares of preferred stock as Series C Redeemable Convertible Preferred Stock”, and the stockholders also approved the issuance of shares of the Company’s common stock pursuant to the Business Combination Agreement, as well as the issuance of shares of the Company’s common stock issuable upon conversion of the Company’s Series C Redeemable Convertible Preferred Stock issuable pursuant to the Business Combination Agreement for purposes of complying with the applicable listing rules of the Nasdaq Stock Market. In connection with the stockholders’ vote at the Special Meeting, 426,135 shares were tendered for redemption. Subscription Agreement On August 30, 2023, the Company, Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an investor, entered into an agreement (the “Subscription Agreement”) in which Polar has agreed to fund the Sponsor up to $1,000,000, pursuant to written draw down requests (a “Capital Call”), and the Sponsor will in turn loan such funds to the Company, to cover the Company’s working capital expenses (each a “Sponsor Loan”). For the nine months ended September 30, 2024, Polar funded Sponsor additional $375,000 under the Subscription Agreement and the Sponsor loaned the Company $375,000 from Polar. For the year ended December 31, 2023, Polar funded Sponsor $600,000 under the Subscription Agreement and the Sponsor loaned the Company $600,000 from Polar. All subsequent Capital Calls are subject to the mutual consent of the Company, Sponsor and Polar. All Capital Calls funded by Polar shall not accrue interest and are repayable by the Sponsor at the closing of the Company’s initial business combination. At the option of Polar, all Capital Calls funded by Polar may be repaid by the Company through the issuance of one share of Class A Common Stock for each $10 of the outstanding Capital Calls funded by Polar. Sponsor is also responsible to reimburse Polar for its reasonable attorney’s fees incurred in connection with the Subscription Agreement up to $5,000. In the event, a business combination does not occur and the Company liquidates, then all Capital Calls funded by Polar out of cash held in the Sponsor’s bank accounts and/or the Company’s bank accounts, excluding the Company’s Trust Account. The Sponsor Loans shall not accrue interest and shall be repaid by the Company at the closing of the business combination. In consideration of the funds received, the Company will issue, at the closing of its business combination, to Polar one (1) shares of the company’s Class A Common Stock for each dollar Polar funds through the Capital Calls (“Subscription Shares”). The Subscription Shares shall not be subject to any transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connection with the Business Combination Closing or (ii) if no such registration statement is filed in connection with the Business Combination Closing, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the Business Combination Closing, which shall be filed no later than 30 days after the Business Combination Closing and declared effective no later than 90 days after the Business Combination Closing. The Sponsor shall not sell, transfer, or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective. In the event the Sponsor of the Company defaults in its obligations under the Subscription Agreement (a “Default”), then the Sponsor shall be required to transfer to Polar 0.1 share of Class A Common Stock or Class B Common Stock for each $1 that Polar has funded under the Capital Calls as of the date of such Default and shall be required repeat such issuance for each month the such Default continues. On May 15, 2024, the Company, Sponsor and Polar entered into Amendment No. 1 to the Subscription Agreement (the Amendment”) pursuant to which Polar’s aggregate advance under the Subscription Agreement was reduced from $1,000,000 to $975,000 and in the event the Company consummates the business combination with Alpha Modus Corp., then the Company will not be obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination. However, if the Company consummates a business combination with an entity other than Alpha Modus, Corp., then the Company is obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination with an entity other than Alpha Modus, Corp. (the “Subscription Shares”). The Subscription Shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connection with the closing of the business combination or (ii) if no such registration statement is filed in connection with the closing of the business combination, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the closing of the business combination, which shall be filed no later than 30 days after the closing of the business combination and declared effective no later than 90 days after the closing of the business combination. Sponsor shall not sell, transfer or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective.

Class A Shares of Common Stock

Class A Shares of Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2024
Class A Shares of Common Stock Subject to Possible Redemption [Abstract]
Class A Shares of Common Stock Subject to Possible Redemption	Note 6 - Class A Shares of Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. In connection with the Extensions on March 6, 2023, September 6, 2023 and June 5, 2024, the holders of 21,151,393, 1,847,662 and 481,865 Class A common shares, representing approximately 88.1%, 65% and 48%, respectively, of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $5,840,000 will remain in the trust account and 1,000,945 shares of Class A Common Stock subject to possible redemption will remain issued and outstanding. As of September 30, 2024 and December 31, 2023, there were 519,080 and 1,000,945 shares of Class A common stock subject to possible redemption outstanding at $11.27 and $10.84 redemption value, respectively, all of which were subject to possible redemption. The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Class A common stock subject to possible redemption at December 31, 2022 $ 243,597,590 Less: Redemptions (234,830,236 ) Due to shareholder (628,758 ) Accretion of carrying value to redemption value (2,418,083 ) Plus: Waiver of underwriting fee allocated to Class A Common Stock 5,126,890 Class A common stock subject to possible redemption at December 31, 2023 10,847,403 Less: Redemptions (5,421,323 ) Due to shareholder (21,644 ) Plus: Accretion of Class A common stock subject to possible redemption amount 445,894 Class A common stock subject to possible redemption at September 30, 2024 $ 5,850,330

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2024
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 7 - Stockholders’ Deficit Preferred Stock - no Class A Common Stock - Class B Common Stock - Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2024
Warrants [Abstract]
Warrants	Note 8 - Warrants As of September 30, 2024 and December 31, 2023, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2024 Description Quoted Significant Significant Assets: Investments held in Trust Account—Money Market Funds $ 5,940,746 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 600,000 $ — Derivative liabilities-private warrants $ — $ 435,000 $ — December 31, 2023 Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 10,664,690 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 361,200 $ — Derivative liabilities-private warrants $ — $ 261,890 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement on October 1, 2021 because the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement in September 2022, due to the limited trading activity of the Public Warrants at September 30, 2022 through December 31, 2023. The Private Placement Warrants were transferred from a Level 3 measurement to a Level 2 measurement in September 2022, as the Public and Private Placement Warrants are viewed as economically equivalent. There were no transfers to/from Levels 1, 2, and 3 during the nine months ended September 30, 2024. Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company, did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On October 7, 2024, the Company deposited $10,382 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account to extend the Business Combination Period from September 7, 2024 to October 7, 2024. On November 15, 2024, the Company deposited $10,382 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account to extend the Business Combination Period from October 7, 2024 to November 7, 2024. The Company will deposit an additional amount of $10,382 or $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account on or before the closing date of the Business Combination to extend the Business Combination Period to December 7, 2024. On October 14, 2024, the Company held its Special Meeting for the purpose of approving the proposals set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 18, 2024 (the “Proxy Statement”). The only matter presented at the Special Meeting was to adjourn the Special Meeting to Tuesday, October 29, 2024 at 11:00 a.m. The Chairman proposed to adjourn the Special Meeting to Tuesday, October 29, 2024 at 11:00 a.m. and 5,512,500 shares of common stock of the Company were voted in favor of the adjournment, and that such number constituted a majority of the issued and outstanding shares of common stock present in person or represented by proxy and entitled to vote and voted at the Special Meeting. Accordingly, the Special Meeting was adjourned to Tuesday, October 29, 2024 at 11:00 a.m. In connection with the adjournment of the Special Meeting, the Company also extended the deadline for stockholders of the Company to exercise their redemption rights to Friday, October 25, 2024 at 5:00 p.m. Accordingly, all stockholders have until October 25, 2024 at 5:00 p.m. to redeem their shares and any stockholder who has previously tendered its shares for redemption and now decides that it does not want to redeem its shares may withdraw such redemption request. On October 23, 2024, the Company entered into a securities purchase agreement (the “ SPA Investor Note Business Combination Alpha Modus The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA grants the Investor (i) the right to fund up to an additional $5,000,000 to the Company, with the Company’s consent, through the date that is six months following repayment of the Note in full (the “ Reinvestment Right Guaranty Security Agreements IP Security Agreement Borrowers Capital Party Capital Parties Subordination Agreement The Note will mature 18 months following the date the purchase price is delivered to the Company (the “ Purchase Price Date Common Stock SEC Trigger Date The Note will be convertible at the election of the Investor into shares of Common Stock at any time following the earlier of the effective date of the registration statement described above or one year following the Purchase Price Date, at a conversion price equal to 90% multiplied by the lowest daily volume-weighted average price during the five trading days preceding conversion, and provided that (i) the Investor may not convert the Note into shares of Common Stock to the extent that such conversion would result in the Investor’s beneficial ownership of Common Stock being in excess of 4.99% (or 9.99% if the Company’s market capitalization is less than $10 million), and provided that (ii) the Note is not convertible into a total cumulative number of shares of Common Stock in excess of the number of shares of Common Stock permitted by Nasdaq Listing Rule 5635 (the “ Exchange Cap Shareholder Approvals On October 29, 2024, the Company held a Special Meeting of stockholders. At the Special Meeting, the Company’s stockholders approved the Business Combination Agreement, dated as of October 13, 2023, as amended by the First Amendment to the Business Combination Agreement, dated as of June 21, 2024, by and among the Company, IAC Merger Sub Inc. (“Merger Sub”), and Alpha Modus, Corp. (“Alpha Modus”), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into Alpha Modus, with Alpha Modus continuing as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Business Combination”), approved the Company’s amended and restated certificate of incorporation, as amended (the “IAC Charter”), in connection with the closing of the Business Combination, by adopting the second amended and restated certificate of incorporation (the “Amended and Restated Charter”), which includes the authorization to issue and designation of 7,500,000 new shares of preferred stock as Series C Redeemable Convertible Preferred Stock”, and the stockholders also approved the issuance of shares of the Company’s common stock pursuant to the Business Combination Agreement, as well as the issuance of shares of the Company’s common stock issuable upon conversion of the Company’s Series C Redeemable Convertible Preferred Stock issuable pursuant to the Business Combination Agreement for purposes of complying with the applicable listing rules of the Nasdaq Stock Market. In connection with the stockholders’ vote at the Special Meeting, 426,135 shares were tendered for redemption.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (236,071)	$ (1,788,241)	$ (633,846)	$ (227,581)	$ (383,459)	$ 895,469	$ (2,658,158)	$ 284,429

Insider Trading Arrangements

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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2024
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on May 14, 2024.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
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 no
Restricted Cash	Restricted Cash The Company has $0
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets, except for the derivative liabilities (see Note 9).
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 consist of: ● 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.
Derivative Liabilities	Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On October 16, 2021, the over-allotment option expired unexercised. The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk-free rate, the variable term, the settlement features, the likelihood of completing a business combination and the early termination provisions. The model estimates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, exercise price, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. The fair value was adjusted for the market implied likelihood of completing a business combination. The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023. As a result, there was no value assigned to the Forward Share Purchase Agreement. The Company has written off the liability and recognized the change in value of the Forward Share Purchase Agreement in the unaudited condensed consolidated statement of operations during the nine months ended September 30, 2023.
Capital Call Loan	Capital Call Loan The Company previously analyzed the Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”, and previously concluded that, (i) the Subscription Shares (as defined in Note 5) issuable under the Subscription Agreement are not required to be accounted for as a liability under ASC 480, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction were previously classified and accounted for as equity. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares were allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds allocated to the Subscription Shares was accounted for as paid-in capital. The remainder of the proceeds was allocated to the debt instrument portion of the transaction. This resulted in a debt discount, which shall be accounted for as interest and amortized as interest expense over the life of the loan. Based on the previous accounting for Subscription Agreement, the Company recognized at draw dates an aggregate of $800,000 as capital call loan recorded as a due to investor under condensed consolidated balance sheets, $568,503 was recorded as additional paid-in capital and $568,503 was recognized as debt discount – due to investor which was amortized as interest expense in the profit and loss over the life of the loan. On May 15, 2024, the Company, Sponsor and Polar entered into the Amendment pursuant to which Polar’s aggregate advance under the Subscription Agreement was reduced from $1,000,000 to $975,000 and in the event the Company consummates the business combination with Alpha Modus Corp., then the Company will not be obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination. However, if the Company consummates a business combination with an entity other than Alpha Modus, Corp., then the Company is obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination with an entity other than Alpha Modus, Corp. After the amendment. The Company analyzed the amended Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity”, ASC 815, “Derivatives and Hedging” and ASC 825 “Financial Instrument” and concluded that, (i) the Subscription Shares issuable under the Subscription Agreement are now required to be accounted for as a liability under ASC 480, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction shall be classified and accounted for as liability. The Subscription Shares are required to be classified and accounted for at fair value under ASC 480-10. The Company has not elected to classify and account for the Capital Call(s) at fair value under the fair value option under ASC 825. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares were allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds so allocated to the Subscription Shares was accounted for as subscription share liability. The remainder of the proceeds was allocated to the debt instrument portion of the transaction. This resulted in a debt discount, which shall be accounted for as interest on capital call date. In accordance with ASC 480-10, the Subscription Shares were initially required to be classified as liability classified instruments; therefore, the Subscription Shares are required to be measured at fair value at each reporting period with changes in fair value recorded within earnings. As a result of the amendment, the Company recognized the fair value of the subscription share liability on the amendment date amounting to $0. As of September 30, 2024, the Company drew an additional $175,000 as a capital call loan and recorded it as a due to investor on the condensed consolidated balance sheet, and $0 was allocated as fair value of the bundled subscription share. As of September 30, 2024, the Company received $975,000 under the Subscription Agreement and recorded the amount as due to investor. No value was allocated to subscription share liability on the accompanying condensed consolidated balance sheet. As of December 31, 2023, the Company received $600,000 under the Subscription Agreement and recorded the amount as a due to investor, net of debt discount of $279,245, on the accompanying condensed consolidated balance sheet.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with issuance of the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were offset by a full valuation allowance as of September 30, 2024 and December 31, 2023. Deferred tax liabilities were $5,161 and $9,935 as of September 30, 2024 and December 31, 2023, respectively. 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. Tax expense of approximately $12,000 and $52,000 was recognized for the three months ended September 30, 2024 and 2023, respectively, and amounts of approximately $59,000 and $637,000 were recognized for the nine months ended September 30, 2024 and 2023, respectively. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 519,080 and 1,000,945 shares of Class A common stock subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net (Loss) Income Per Common Share	Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2024 and 2023. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended September 30, 2024 2023 Class A Class A Class B Class A Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (18,797 ) $ (184,683 ) $ (32,591 ) $ (64,374 ) $ (138,726 ) $ (24,481 ) Denominator: Basic and diluted weighted average common shares outstanding 519,080 5,100,000 900,000 2,366,608 5,100,000 900,000 Basic and diluted net loss per common share $ (0.04 ) $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended September 30, 2024 2023 Class A Class A Class B Class A Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (311,063 ) $ (1,995,031 ) $ (352,064 ) $ 159,231 $ 75,165 $ 50,033 Denominator: Basic and diluted weighted average common shares outstanding 795,185 5,100,000 900,000 7,637,976 3,605,495 2,400,000 Basic and diluted net (loss) income per common share $ (0.39 ) $ (0.39 ) $ (0.39 ) $ 0.02 $ 0.02 $ 0.02
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Net (Loss) Income Per Share	The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended September 30, 2024 2023 Class A Class A Class B Class A Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ (18,797 ) $ (184,683 ) $ (32,591 ) $ (64,374 ) $ (138,726 ) $ (24,481 ) Denominator: Basic and diluted weighted average common shares outstanding 519,080 5,100,000 900,000 2,366,608 5,100,000 900,000 Basic and diluted net loss per common share $ (0.04 ) $ (0.04 ) $ (0.04 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended September 30, 2024 2023 Class A Class A Class B Class A Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (311,063 ) $ (1,995,031 ) $ (352,064 ) $ 159,231 $ 75,165 $ 50,033 Denominator: Basic and diluted weighted average common shares outstanding 795,185 5,100,000 900,000 7,637,976 3,605,495 2,400,000 Basic and diluted net (loss) income per common share $ (0.39 ) $ (0.39 ) $ (0.39 ) $ 0.02 $ 0.02 $ 0.02

Class A Shares of Common Stoc_2

Class A Shares of Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2024
Class A Shares of Common Stock Subject to Possible Redemption [Abstract]
Schedule of Class A Common Stock Subject to Possible Redemption	The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Class A common stock subject to possible redemption at December 31, 2022 $ 243,597,590 Less: Redemptions (234,830,236 ) Due to shareholder (628,758 ) Accretion of carrying value to redemption value (2,418,083 ) Plus: Waiver of underwriting fee allocated to Class A Common Stock 5,126,890 Class A common stock subject to possible redemption at December 31, 2023 10,847,403 Less: Redemptions (5,421,323 ) Due to shareholder (21,644 ) Plus: Accretion of Class A common stock subject to possible redemption amount 445,894 Class A common stock subject to possible redemption at September 30, 2024 $ 5,850,330

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Significant Significant Assets: Investments held in Trust Account—Money Market Funds $ 5,940,746 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 600,000 $ — Derivative liabilities-private warrants $ — $ 435,000 $ — Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 10,664,690 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 361,200 $ — Derivative liabilities-private warrants $ — $ 261,890 $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - 1

9 Months Ended

Mar. 29, 2023 shares

Mar. 28, 2023 USD ($)

Mar. 06, 2023 USD ($) shares

Sep. 07, 2021 USD ($) shares

Jul. 29, 2021 shares

Sep. 30, 2024 USD ($) $ / shares shares

Jun. 05, 2024 $ / shares

Dec. 31, 2023 $ / shares

Aug. 17, 2023 $ / shares

May 07, 2023 USD ($)

May 02, 2023 USD ($)

May 05, 2021 $ / shares

Class of Stock [Line Items]

Condition for future business combination

1

Consummated units (in Shares) | shares

24,000,000

Price of warrant (in Dollars per share) | $ / shares

$ 11.5

Investments maximum maturity term

185 days

Percentage of fair market value

80%

Percentage of shares voted

65%

Maximum net interest to pay dissolution expenses

$ 100,000

Net tangible assets

$ 5,000,001

Warrant [Member]

Class of Stock [Line Items]

Offering costs allocated to derivative warrant liabilities

$ 668,000

Price per share (in Dollars per share) | $ / shares

$ 1

Private Placement Warrant [Member]

Class of Stock [Line Items]

Warrant issued (in Shares) | shares

8,700,000

Price of warrant (in Dollars per share) | $ / shares

$ 1

Proceeds from warrants

$ 8,700,000

Minimum [Member]

Class of Stock [Line Items]

Redemption limit percentage without prior consent

20%

Maximum [Member]

Class of Stock [Line Items]

Redemption limit percentage without prior consent

20%

Sponsor [Member] | Private Placement Warrant [Member]

Class of Stock [Line Items]

Warrant issued (in Shares) | shares

1,200,000

Founder Shares [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 0.0001

Percentage of public shares

100%

Forward purchase transaction of shares (in Shares) | shares

1,350,000

Investment Company Act of 1940 [Member] | Minimum [Member]

Class of Stock [Line Items]

Percentage of ownership voting securities

50%

Board of Directors [Member]

Class of Stock [Line Items]

Business combination days

May 07, 2023

Deposit into the trust account

$ 80,000

$ 80,000

$ 80,000

Class A Common Stock [Member]

Class of Stock [Line Items]

Price of warrant (in Dollars per share) | $ / shares

$ 18

Price per share (in Dollars per share) | $ / shares

$ 0.0001

Common stock, par value (in Dollars per share) | $ / shares

$ 0.0001

$ 0.0001

Holders share issued (in Shares) | shares

21,151,393

Percentage of shares issued and outstanding

88.10%

Trust account

$ 5,840,000

Remained issued shares (in Shares) | shares

2,848,607

Remained outstanding shares (in Shares) | shares

2,848,607

Forward purchase transaction of shares (in Shares) | shares

2,500,000

Class A Common Stock [Member] | Founder Shares [Member]

Class of Stock [Line Items]

Trust account

$ 28,744,831

Class A Common Stock [Member] | Board of Directors [Member]

Class of Stock [Line Items]

Common stock, par value (in Dollars per share) | $ / shares

$ 0.0001

Class B Common Stock [Member]

Class of Stock [Line Items]

Common stock, par value (in Dollars per share) | $ / shares

0.0001

$ 0.0001

Class B Common Stock [Member] | Board of Directors [Member]

Class of Stock [Line Items]

Common stock, par value (in Dollars per share) | $ / shares

$ 0.0001

Initial Public Offering [Member]

Class of Stock [Line Items]

Consummated units (in Shares) | shares

24,000,000

23,760,000

Generating net proceeds

$ 241,200,000

Price per share (in Dollars per share) | $ / shares

$ 10.05

Percentage of public shares

100%

Deposit into the trust account

$ 20,000

Initial Public Offering [Member] | Warrant [Member]

Class of Stock [Line Items]

Offering costs allocated to derivative warrant liabilities

$ 668,000

Initial Public Offering [Member] | Class A Common Stock [Member]

Class of Stock [Line Items]

Generating net proceeds

240,000,000

Offering costs

17,500,000

Deferred underwriting commissions

$ 12,000,000

Forward purchase transaction of shares (in Shares) | shares

2,376,000

Private Placement [Member]

Class of Stock [Line Items]

Warrant issued (in Shares) | shares

7,500,000

Public Stockholders [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share) | $ / shares

$ 10.05

Description of Organization a_3

Description of Organization and Business Operations (Details) - 2 - USD ($)

9 Months Ended

Aug. 21, 2024

Jul. 31, 2024

Jun. 21, 2024

Jun. 06, 2024

Jun. 05, 2024

May 06, 2024

Mar. 20, 2024

Feb. 07, 2024

Feb. 02, 2024

Jan. 05, 2024

Dec. 15, 2023

Nov. 07, 2023

Nov. 06, 2023

Oct. 07, 2023

Sep. 07, 2023

Sep. 06, 2023

Aug. 10, 2023

Mar. 06, 2023

Sep. 30, 2024

Sep. 30, 2023

Aug. 31, 2024

Aug. 17, 2023

Class of Stock [Line Items]

Avila payment, description

1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024.

Sponsor advance

$ 485,000

Principal amount

$ 480,000

Common stock redeemed (in Shares)

481,865

1,847,662

Redemption payment

$ 19,208,848

Investment of cash into trust account

1,227,171

$ 500,000

Warrant [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 1

Unsecured Promissory Note [Member]

Class of Stock [Line Items]

Sponsor advance

$ 480,000

Business Combination [Member]

Class of Stock [Line Items]

Investment of cash into trust account

$ 10,382

$ 10,382

$ 10,382

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

Michael Singer [Member]

Class of Stock [Line Items]

Closing shares of business combination (in Shares)

125,000

Avila [Member]

Class of Stock [Line Items]

Reimbursement of expenses incurred

$ 300,000

Sponsor [Member]

Class of Stock [Line Items]

Sponsor advance

$ 375,000

Sponsor [Member] | Unsecured Promissory Note [Member]

Class of Stock [Line Items]

Principal amount

480,000

480,000

Sponsor advance

480,000

Promissory Note [Member]

Class of Stock [Line Items]

Sponsor advance

$ 480,000

Principal amount

$ 480,000

Common Stock [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 0.02

$ 0.02

$ 0.02

$ 0.02

$ 0.02

$ 0.02

Deposit into the trust account

$ 20,000

Redemption payment

$ 215,621,387

Class A Common Stock [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 0.0001

IPO [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 10.05

Deposit into the trust account

$ 20,000

Common stock redeemed (in Shares)

481,865

Redemption payment

$ 5,421,323

Investment of cash into trust account

$ 20,000

IPO [Member] | Business Combination [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 0.02

Investment of cash into trust account

$ 10,382

IPO [Member] | Common Stock [Member]

Class of Stock [Line Items]

Investment of cash into trust account

$ 20,000

Description of Organization a_4

Description of Organization and Business Operations (Details) - 3 - USD ($)

9 Months Ended

12 Months Ended

Jun. 05, 2024

May 22, 2024

May 15, 2024

Apr. 18, 2024

Nov. 06, 2023

Sep. 06, 2023

Aug. 30, 2023

Mar. 06, 2023

Aug. 16, 2022

Sep. 13, 2021

Sep. 07, 2021

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Aug. 31, 2024

Jul. 31, 2024

Jul. 25, 2024

Jun. 06, 2024

Aug. 17, 2023

Class of Stock [Line Items]

Interest per annum

10%

Underpayment penalty per month

5%

Total liability

25%

Common stock redeemed (in Shares)

481,865

1,847,662

Redemption payment

$ 19,208,848

Investment of cash into trust account

$ 1,227,171

$ 500,000

Excise tax liability

$ 54,214

$ 2,348,302

Percentage of excise tax

1%

1%

Cash

$ 11,810

Working capital deficit

5,274,211

Issuance of ordinary shares to sponsor value

25,000

Loan payable

163,000

Repaid amount

$ 6,000

$ 157,000

Sponsor advance

485,000

Principal amount

$ 480,000

Sponsor loan

375,000

600,000

Outstanding due

$ 975,000

600,000

Unsecured Promissory Note [Member]

Class of Stock [Line Items]

Sponsor advance

$ 480,000

Private Placement Warrants [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 1

Price per warrant (in Dollars per share)

$ 1

Outstanding amount

$ 35,000

Minimum [Member]

Class of Stock [Line Items]

Per share amount to be maintained in the trust account (in Dollars per share)

$ 10.05

Subscription agreement

$ 975,000

Maximum [Member]

Class of Stock [Line Items]

Per share amount to be maintained in the trust account (in Dollars per share)

$ 10.05

Subscription agreement

$ 1,000,000

Capital Call [Member]

Class of Stock [Line Items]

Payments for fees

$ 1,000,000

Inflation Reduction Act 2022 [Member]

Class of Stock [Line Items]

US Federal tax rate

1%

Percentage of fair market value of shares

1%

Jeffrey J. Gary [Member]

Class of Stock [Line Items]

Consideration

$ 10,000

$ 25,000

Sponsor [Member]

Class of Stock [Line Items]

Sponsor advance

$ 375,000

Sponsor loan

$ 600,000

Sponsor [Member] | Unsecured Promissory Note [Member]

Class of Stock [Line Items]

Principal amount

$ 480,000

$ 480,000

Sponsor advance

$ 480,000

Related Party [Member] | Unsecured Promissory Note [Member]

Class of Stock [Line Items]

Principal amount

$ 35,000

Common Stock [Member]

Class of Stock [Line Items]

Redemption payment

$ 215,621,387

Price per share (in Dollars per share)

$ 0.02

$ 0.02

$ 0.02

$ 0.02

$ 0.02

$ 0.02

Class A Common Stock [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 0.0001

Purchase share (in Shares)

1

Class A Common Stock [Member] | Private Placement Warrants [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 11.5

Trust Account Assets [Member]

Class of Stock [Line Items]

Minimum share price of the residual assets remaining available for distribution (in Dollars per share)

10.05

Trust Account Assets [Member] | Common Stock [Member]

Class of Stock [Line Items]

Common stock redeemed (in Shares)

21,151,393

IPO [Member]

Class of Stock [Line Items]

Common stock redeemed (in Shares)

481,865

Redemption payment

$ 5,421,323

Investment of cash into trust account

$ 20,000

Price per share (in Dollars per share)

$ 10.05

Cash

$ 11,810

IPO [Member] | Related Party [Member]

Class of Stock [Line Items]

Price per share (in Dollars per share)

$ 0.02

IPO [Member] | Common Stock [Member]

Class of Stock [Line Items]

Investment of cash into trust account

$ 20,000

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	May 15, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Cash equivalents
Restricted cash						314,482
Federal deposit insurance corporation coverage limit		250,000		$ 250,000
Additional units (in Shares)				24,000,000
Capital call loan		800,000		$ 800,000
Additional paid-in capital		1,349,771		1,349,771		509,211
Net of debt discount				568,503
Subscription share liability		0		0
Capital call loan		175,000		175,000
Allocated as fair value				0
Subscription receivable		975,000		975,000
Deferred tax liabilities		5,161		5,161		9,935
Tax expense		12,000	$ 52,000	59,000	$ 637,000
Unrecognized tax benefits		0		0		0
Maximum [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Subscription amount reduced	$ 1,000,000
Minimum [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Subscription amount reduced	975,000
Additional Paid-in Capital [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Additional paid-in capital		$ 568,503		$ 568,503
Alpha Modus Corp. [Member] | Maximum [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Subscription amount reduced	1,000,000
Alpha Modus Corp. [Member] | Minimum [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Subscription amount reduced	$ 975,000
Subscription Agreement [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Net of debt discount						279,245
Subscription receivable						$ 600,000
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Common stock subject to possible redemption (in Shares)		519,080		519,080		1,000,945
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Warrants to purchase aggregate of common stock (in Shares)				20,700,000
Over-Allotment Option [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Additional units (in Shares)				3,600,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class A redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (18,797)	$ (64,374)	$ (311,063)	$ 159,231
Denominator:
Basic weighted average common shares outstanding	519,080	2,366,608	795,185	7,637,976
Diluted weighted average common shares outstanding	519,080	2,366,608	795,185	7,637,976
Basic net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Class A non- redeemable [Member]
Numerator:
Allocation of net (loss) income	$ (184,683)	$ (138,726)	$ (1,995,031)	$ 75,165
Denominator:
Basic weighted average common shares outstanding	5,100,000	5,100,000	5,100,000	3,605,495
Diluted weighted average common shares outstanding	5,100,000	5,100,000	5,100,000	3,605,495
Basic net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Class B [Member]
Numerator:
Allocation of net (loss) income	$ (32,591)	$ (24,481)	$ (352,064)	$ 50,033
Denominator:
Basic weighted average common shares outstanding	900,000	900,000	900,000	2,400,000
Diluted weighted average common shares outstanding	900,000	900,000	900,000	2,400,000
Basic net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02
Diluted net (loss) income per common share	$ (0.04)	$ (0.03)	$ (0.39)	$ 0.02

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		9 Months Ended
	Sep. 07, 2021	Sep. 30, 2024	Jun. 05, 2024	Aug. 17, 2023
Initial Public Offering [Line Items]
Sold units		24,000,000
Warrant [Member]
Initial Public Offering [Line Items]
Offering costs allocated to derivative warrant liabilities,	$ 668,000
Investors of price per share				$ 1
Class A Common Stock [Member]
Initial Public Offering [Line Items]
Investors of price per share			$ 0.0001
Founder Shares [Member]
Initial Public Offering [Line Items]
Aggregate of amount		$ 3,200,000
Investors price per share		$ 2.37
Founder Shares [Member] | Sponsor [Member]
Initial Public Offering [Line Items]
Number of shares issued		1,350,000
Investors of price per share		$ 0.004
IPO [Member]
Initial Public Offering [Line Items]
Sold units	24,000,000	23,760,000
Aggregate of amount		$ 241,200,000
Sale of stock description		Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
Investors of price per share		$ 10.05
IPO [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Offering costs allocated to derivative warrant liabilities,	$ 668,000
IPO [Member] | Class A Common Stock [Member]
Initial Public Offering [Line Items]
Aggregate of amount	240,000,000
Offering costs	17,500,000
Deferred underwriting commissions	$ 12,000,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Sold units		3,600,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)																					3 Months Ended			9 Months Ended			12 Months Ended
	Jun. 21, 2024	May 22, 2024	Apr. 21, 2024	Apr. 18, 2024	Mar. 31, 2024	Mar. 26, 2024	Mar. 14, 2024	Aug. 17, 2023	Aug. 07, 2023	Jul. 20, 2023	Mar. 29, 2023	Mar. 22, 2023	Mar. 07, 2023	Oct. 16, 2021	Sep. 13, 2021	Sep. 07, 2021	Sep. 01, 2021	Jul. 29, 2021	May 05, 2021	Apr. 30, 2021	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 05, 2023	Sep. 30, 2023	Dec. 31, 2023	Aug. 31, 2024	Jul. 31, 2024	Jul. 25, 2024	Jun. 06, 2024	Jun. 05, 2024	Mar. 15, 2024	Dec. 13, 2023	Oct. 11, 2023	Oct. 10, 2023	Sep. 06, 2023	May 07, 2023	May 02, 2023	Mar. 28, 2023
Related Party Transactions [Line Items]
Offering costs																						$ 327,000
Stock split																								the Company effected a 1:1.1162791 stock split of Class B common stock
Sponsor Contributed capital																								$ 1,158,876
Price of per unit (in Dollars per share)																					$ 11.5			$ 11.5
Loan payable																								$ 163,000
Repaid amount															$ 6,000	$ 157,000
Incurred amount																							$ 30,000	24,500		90,000
Sponsor transferred amounts							$ 1,090,000
Deferred compensation			$ 132,500
Service fees			$ 7,500
Aggregate fair value, shares (in Shares)					125,000
Aggregate fair value					$ 1,436,250
Aggregate fair value per share (in Dollars per share)					$ 11.49
Principal amount								$ 480,000
Sponsor advance																					$ 485,000			485,000
Operating bank account																																		$ 616,000	$ 616,000	$ 616,000
Paid amount																								(49,972)		891,000
Outstanding amount																					$ 145,028			145,028			$ 195,000
Aggregate amount withdrew																									$ 2,497,248
Aggregate amount for tax payments																									1,447,889
Withdrawn amount from trust account for tax purposes																									$ 1,049,359
Erroneously withdrawn from the Trust Account						$ 1,049,359
Accrued interest						24,656
Sponsor loan																								375,000			600,000
Working Capital Loan [Member]
Related Party Transactions [Line Items]
Working capital loans convertible into warrants																								$ 1,500,000
Unsecured Promissory Note [Member]
Related Party Transactions [Line Items]
Sponsor advance								$ 480,000
Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)								$ 1
Warrants to sponsor (in Shares)																					8,700,000			8,700,000
Price of per unit (in Dollars per share)								1													$ 1			$ 1
Proceeds from warrants																								$ 8,700,000
Price per warrant (in Dollars per share)																								$ 1
Outstanding amount																					$ 35,000			$ 35,000
Warrant [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)								$ 1
Warrant [Member] | Working Capital Loan [Member]
Related Party Transactions [Line Items]
Debt instrument conversion price per warrant (in Dollars per share)																					$ 1			$ 1
Founder Shares [Member]
Related Party Transactions [Line Items]
Issuance of shares (in Shares)																			6,181,250
Price per share (in Dollars per share)																			$ 0.0001
Transferred shares (in Shares)																		1,350,000
Forfeit founder shares (in Shares)																		900,000
Percentage of issued shares																		20%
Percentage of outstanding shares																		20%
Closing price per share (in Dollars per share)																								$ 12
Promissory Note [Member]
Related Party Transactions [Line Items]
Sponsor advance								$ 480,000
Promissory Note [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Cover expenses																				$ 300,000
Related Party [Member]
Related Party Transactions [Line Items]
Due to related party																					$ 137,000			$ 137,000			225,000
Outstanding amount																					145,028			145,028			195,000
Related Party [Member] | Unsecured Promissory Note [Member]
Related Party Transactions [Line Items]
Principal amount																														$ 35,000
Jeffrey J. Gary [Member]
Related Party Transactions [Line Items]
Consideration transfers		$ 10,000		$ 25,000
Sponsor [Member]
Related Party Transactions [Line Items]
Offering costs																			$ 25,000
Sponsor Contributed capital													$ 100,000
Loan payable																				$ 163,000
Repaid amount																$ 157,000
Expenses per month																	$ 10,000
Incurred amount																					0
Sponsor transferred amounts									$ 891,000	$ 891,000
Sponsor advance																					375,000			375,000
Deposited into the trust account																					450,000			450,000									$ 1,049,359
Operating expenses																											80,000
Outstanding amount																					$ 140,139			140,139			1,074,015
Additional deposited amount						$ 36,285
Sponsor loan																								$ 150,000
Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Warrants to sponsor (in Shares)																					1,200,000			1,200,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Line Items]
Repaid amount															$ 6,000
Related Party [Member]
Related Party Transactions [Line Items]
Due to related party																					$ 777,000			$ 777,000			805,000
Deposited into the trust account																					80,000			80,000
Services Agreement [Member]
Related Party Transactions [Line Items]
Sponsor share (in Shares)	125,000
Incurred amount																							$ 45,000			$ 135,000
Due to related party																					190,000			190,000			160,000
Board of Directors [Member]
Related Party Transactions [Line Items]
Incurred amount																					$ 0			30,000
Sponsor transferred amounts																								$ 15,000
Deposited into the trust account																																						$ 80,000	$ 80,000	$ 80,000
Class B Common Stock [Member]
Related Party Transactions [Line Items]
Shares exchanged (in Shares)												5,100,000
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions [Line Items]
Issuance of shares (in Shares)																		6,900,000
Shares forfeited (in Shares)														900,000
Class A Common Stock [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																																$ 0.0001
Transferred shares (in Shares)											2,500,000
Price of per unit (in Dollars per share)																					$ 18			$ 18
Purchase share (in Shares)																								1
Class A Common Stock [Member] | Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					11.5			$ 11.5
Price of per unit (in Dollars per share)																					11.5			11.5
Common Stock [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					$ 0.02			$ 0.02				$ 0.02	$ 0.02		$ 0.02	$ 0.02					$ 0.02
Deposited into the trust account																					$ 20,000			$ 20,000
Common Stock [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					$ 0.04			$ 0.04
Private Placement [Member]
Related Party Transactions [Line Items]
Warrants to sponsor (in Shares)																					7,500,000			7,500,000
Initial Public Offering [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					$ 10.05			$ 10.05
Deposited into the trust account																					$ 20,000			$ 20,000
Initial Public Offering [Member] | Related Party [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																					$ 0.02			$ 0.02
Due to related party																					$ 450,000			$ 450,000			$ 420,000
Initial Public Offering [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Deposited into the trust account																					$ 20,000			$ 20,000
Initial Public Offering [Member] | Class A Common Stock [Member]
Related Party Transactions [Line Items]
Transferred shares (in Shares)											2,376,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)

1 Months Ended

9 Months Ended

12 Months Ended

Jun. 21, 2024

Jun. 20, 2024

May 15, 2024

Aug. 30, 2023

Aug. 10, 2023

Mar. 29, 2023

Mar. 28, 2023

Mar. 31, 2023

Sep. 30, 2024

Dec. 31, 2023

Oct. 29, 2024

Apr. 01, 2024

Feb. 01, 2024

Dec. 01, 2023

Commitments and Contingencies [Line Items]

Underwriter waived

$ 5,400,000

Deferred underwriter commissions payable

8,400,000

Forgiveness of underwriting fee payable

273,110

Remainder underwriter fee

3,000,000

Deferred underwriting fee payable

$ 6,600,000

$ 6,600,000

Deferred underwriting discount

$ 6,600,000

$ 1,000,000

Reimbursement of expenses

$ 300,000

Net proceeds

300,000

Other commitment

$ 3,000,000

$ 150,000

$ 100,000

$ 50,000

Earout shares (in Shares)

2,200,000

Redemption shares

426,135

$ 426,135

Sponsor fund fees

375,000

600,000

Sponsor loaned

$ 375,000

$ 600,000

Outstanding Capital (in Shares)

10

Reasonable attorney’s fees

$ 5,000

Common Stock [Member]

Commitments and Contingencies [Line Items]

Stock of per share (in Dollars per share)

$ 1

Business Combination Agreements [Member]

Commitments and Contingencies [Line Items]

Business combination amount

$ 1,000,000

Odeon Capital Group, LLC [Member]

Commitments and Contingencies [Line Items]

Deferred underwriting discount

3,600,000

Alpha Modus [Member]

Commitments and Contingencies [Line Items]

Common stock outstanding

6,145,000

Alpha Modus [Member] | Business Combination Agreements [Member]

Commitments and Contingencies [Line Items]

Business combination amount

$ 1,000,000

Janbella [Member]

Commitments and Contingencies [Line Items]

Common stock issued (in Shares)

1,392,308

Cantor Fitzgerald & Co. [Member]

Commitments and Contingencies [Line Items]

Common stock issued (in Shares)

210,000

Odeon Group, LLC [Member]

Commitments and Contingencies [Line Items]

Common stock issued (in Shares)

90,000

Michael Singer [Member]

Commitments and Contingencies [Line Items]

Common stock issued (in Shares)

125,000

Underwriting Agreement [Member]

Commitments and Contingencies [Line Items]

Underwriters for deferred underwriting commissions price (in Dollars per share)

$ 0.5

Underwriters for deferred underwriting commissions

$ 12,000,000

Deferred underwriting commissions

2,500,000

Deferred underwriting commission aggregate value

$ 14,500,000

Cantor Fee Modification Agreement [Member] | Agreement [Member]

Commitments and Contingencies [Line Items]

Business combination shares (in Shares)

300,000

Subscription Agreement [Member]

Commitments and Contingencies [Line Items]

Reduced amount

$ 1,000,000

Class A Redeemable Shares [Member]

Commitments and Contingencies [Line Items]

Underwriter fee allocated

$ 5,126,890

Class A Common Stock [Member]

Commitments and Contingencies [Line Items]

Share Purchase Agreement (in Shares)

2,500,000

Earout shares (in Shares)

2,200,000

Sponsor share par value (in Dollars per share)

$ 0.0001

$ 0.0001

Sponsor value

$ 510

$ 510

Class A Common Stock [Member] | Common Stock [Member]

Commitments and Contingencies [Line Items]

Common stock issued (in Shares)

5,619,080

6,100,945

Class A Common Stock [Member] | Polar [Meber]

Commitments and Contingencies [Line Items]

Common stock issued (in Shares)

1

Series C Redeemable Convertible Preferred Stock [Member]

Commitments and Contingencies [Line Items]

Redeemable convertible preferred stock outstanding shares (in Shares)

7,500,000

7,500,000

7,500,000

Class B Common Stock [Member]

Commitments and Contingencies [Line Items]

Common stock issued (in Shares)

900,000

900,000

Sponsor share par value (in Dollars per share)

$ 0.0001

$ 0.0001

Sponsor value

$ 90

$ 90

IPO [Member]

Commitments and Contingencies [Line Items]

Deferred underwriting discount

$ 2,600,000

IPO [Member] | Underwriting Agreement [Member]

Commitments and Contingencies [Line Items]

Underwriting discount, per unit (in Dollars per share)

$ 0.2

Underwriting discount

$ 4,800,000

IPO [Member] | Forward Share Purchase Agreement [Member]

Commitments and Contingencies [Line Items]

Share Purchase Agreement (in Shares)

2,376,000

Forward Share Purchase Agreement (in Shares)

2,500,000

IPO [Member] | Class A Common Stock [Member]

Commitments and Contingencies [Line Items]

Share Purchase Agreement (in Shares)

2,376,000

Over-Allotment Option [Member] | Underwriting Agreement [Member]

Commitments and Contingencies [Line Items]

Over-allotment option was fully exercised (in Dollars per share)

$ 0.7

Sponsor [Member]

Commitments and Contingencies [Line Items]

Sponsor fees

$ 1,000,000

Reduced amount

$ 975,000

Sponsor [Member] | Class A Common Stock [Member]

Commitments and Contingencies [Line Items]

Sponsor share par value (in Dollars per share)

$ 0.1

Sponsor [Member] | Class B Common Stock [Member]

Commitments and Contingencies [Line Items]

Sponsor value

$ 1

Class A Shares of Common Stoc_3

Class A Shares of Common Stock Subject to Possible Redemption (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Jun. 05, 2024	Dec. 31, 2023	Sep. 06, 2023	Mar. 06, 2023
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Voting rights	one
Class A Common Stock [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Common stock authorized	200,000,000
Temporary equity shares issued	21,151,393
Percentage of common stock issued		48%		65%	88.10%
Percentage of common stock outstanding		48%		65%	88.10%
Common stock held in trust (in Dollars)	$ 5,840,000
Class A Common Stock Subject to Possible Redemption [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Class A ordinary shares, shares subject to possible redemption outstanding	519,080		1,000,945
Outstanding price per share (in Dollars per share)	$ 11.27		$ 10.84
Common Stock [Member] | Class A Common Stock [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Temporary equity shares issued	1,000,945	481,865		1,847,662	21,151,393
Class A ordinary shares, shares subject to possible redemption outstanding	1,000,945
Common Stock [Member] | Class A Common Stock Subject to Possible Redemption [Member]
Class A Shares of Common Stock Subject to Possible Redemption [Line Items]
Outstanding price per share (in Dollars per share)	$ 11.27		$ 10.84

Class A Shares of Common Stoc_4

Class A Shares of Common Stock Subject to Possible Redemption (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - Class A Common Stock Subject to Possible Redemption [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Schedule of Class A Common Stock Subject to Possible Redemption [Line Items]
Class A common stock subject to possible redemption, balance	$ 10,847,403	$ 243,597,590
Less:
Redemptions	(5,421,323)	(234,830,236)
Due to shareholder	(21,644)	(628,758)
Accretion of carrying value to redemption value		(2,418,083)
Plus:
Accretion of Class A common stock subject to possible redemption amount	445,894
Plus:
Waiver of underwriting fee allocated to Class A Common Stock		5,126,890
Class A common stock subject to possible redemption, balance	$ 5,850,330	$ 10,847,403

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares		9 Months Ended
	Mar. 22, 2023	Sep. 30, 2024	Dec. 31, 2023
Stockholders’ Deficit [Line Items]
Preferred stock authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred shares outstanding
Preferred shares issued
Common stock, votes per share		one
Preferred Stock [Member]
Stockholders’ Deficit [Line Items]
Preferred stock authorized		1,000,000
Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock shares authorized		200,000,000	200,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Ratio to be applied to the stock in the conversion		20%
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock shares authorized		20,000,000	20,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares outstanding		900,000	900,000
Common stock shares issued		900,000	900,000
Conversion of stock shares issued	5,100,000
Common stock, votes per share		one
Common Stock [Member] | Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock shares outstanding		5,619,080	6,100,945
Common stock shares issued		5,619,080	6,100,945

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Jun. 05, 2024	Dec. 31, 2023	Aug. 17, 2023
Warrants [Line Items]
Exercise price per share	$ 11.5
Expire term	5 years
Share redemption trigger price	$ 18
Redemption price per public warrant	$ 0.01
Consecutive trading days for redemption	30 days
Public Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)	12,000,000
Public warrants exercisable business combination term	30 days
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares)			8,700,000
Exercise price per share	$ 1			$ 1
Price per founder share				$ 1
Maximum [Member]
Warrants [Line Items]
Adjusted trading days	30 days
Minimum [Member]
Warrants [Line Items]
Adjusted trading days	20 years
Class A Common Stock [Member]
Warrants [Line Items]
Exercise price per share	$ 18
Price per founder share		$ 0.0001
Class A Common Stock [Member] | Private Placement Warrants [Member]
Warrants [Line Items]
Exercise price per share	11.5
Price per founder share	$ 11.5
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Public Warrants [Member]
Warrants [Line Items]
Adjusted exercise price of warrants percent	115%
Warrant redemption price per share percentage	180%
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Maximum [Member] | Public Warrants [Member]
Warrants [Line Items]
Price per founder share	$ 9.2
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Minimum [Member] | Public Warrants [Member]
Warrants [Line Items]
Price per founder share	$ 9.2
Percentage of the proceeds to be used for business combination	60%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Money Market Funds [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account	$ 5,940,746
Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account
Money Market Funds [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account
Public Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Public Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities	600,000	361,200
Public Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Private Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
Private Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities	435,000	261,890
Private Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Derivative liabilities
U.S. Treasury Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account		10,664,690
U.S. Treasury Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account
U.S. Treasury Securities [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items]
Investments held in Trust Account

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)

9 Months Ended

Nov. 15, 2024

Oct. 23, 2024

Oct. 07, 2024

Aug. 21, 2024

Jul. 31, 2024

Jun. 06, 2024

Jun. 05, 2024

May 06, 2024

Mar. 20, 2024

Feb. 07, 2024

Feb. 02, 2024

Jan. 05, 2024

Dec. 15, 2023

Nov. 07, 2023

Oct. 07, 2023

Sep. 07, 2023

Sep. 06, 2023

Sep. 30, 2024

Sep. 30, 2023

Oct. 29, 2024

Oct. 14, 2024

Aug. 31, 2024

Jun. 21, 2024

Subsequent Events [Line Items]

Investment of cash into trust account

$ 1,227,171

$ 500,000

Market capitalization

5,000,000

Financing least amount

$ 20,000,000

Percentage of purchase price accrue interest

10%

Number of trading days

5 days

Percentage of premium outstanding balance

20%

Percentage of outstanding balances of purchase price

1%

Outstanding percentage

1%

Outstanding balance increasing percentage

1%

Conversion price percentage

90%

Reserve increments shares (in Shares)

100,000

Tendered for redemption shares

$ 426,135

$ 426,135

Trigger Date [Member]

Subsequent Events [Line Items]

Percentage of registration statement

50%

Common Stock [Member]

Subsequent Events [Line Items]

Market capitalization

$ 10,000,000

Common stock issuance (in Shares)

7,500,000

Business Combination [Member]

Subsequent Events [Line Items]

Investment of cash into trust account

$ 10,382

$ 10,382

$ 10,382

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

$ 20,000

Alpha Modus Corp. [Member]

Subsequent Events [Line Items]

Investor’s beneficial ownership percentage

9.99%

Alpha Modus Corp. [Member] | Common Stock [Member]

Subsequent Events [Line Items]

Investor’s beneficial ownership percentage

4.99%

Subsequent Event [Member]

Subsequent Events [Line Items]

Net purchase price

$ 2,600,000

Original issue discount

260,000

Subsequent Event [Member] | Secured Convertible Promissory Note [Member]

Subsequent Events [Line Items]

Aggregate principal amount

2,890,000

Subsequent Event [Member] | Streeterville Capital, LLC [Member]

Subsequent Events [Line Items]

Aggregate principal amount

$ 30,000

Subsequent Event [Member] | Common Stock [Member]

Subsequent Events [Line Items]

Common stock shares (in Shares)

5,512,500

Subsequent Event [Member] | Business Combination [Member]

Subsequent Events [Line Items]

Investment of cash into trust account

$ 10,382

$ 10,382

Common Stock [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share)

$ 0.02

$ 0.02

$ 0.02

$ 0.02

$ 0.02

$ 0.02

Common Stock [Member] | Subsequent Event [Member] | Business Combination [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share)

$ 0.02

$ 0.02

Series C Redeemable Convertible Preferred Stock [Member]

Subsequent Events [Line Items]

New shares of preferred stock (in Shares)

7,500,000

7,500,000

7,500,000

IPO [Member]

Subsequent Events [Line Items]

Investment of cash into trust account

$ 20,000

Price per share (in Dollars per share)

$ 10.05

IPO [Member] | Business Combination [Member]

Subsequent Events [Line Items]

Investment of cash into trust account

$ 10,382

Price per share (in Dollars per share)

$ 0.02

IPO [Member] | Subsequent Event [Member]

Subsequent Events [Line Items]

Investment of cash into trust account

$ 10,382

IPO [Member] | Common Stock [Member]

Subsequent Events [Line Items]

Investment of cash into trust account

$ 20,000

IPO [Member] | Common Stock [Member] | Subsequent Event [Member]

Subsequent Events [Line Items]

Price per share (in Dollars per share)

$ 0.02