Southport Acquisition (PORT) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-41150
Entity Registrant Name	Southport Acquisition Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3483780
Entity Address, Address Line One	268 Post Road
Entity Address, Adress Line Two	Suite 200
Entity Address, City or Town	Fairfield
Entity Address State Or Province	CT
Entity Address, Postal Zip Code	06824
City Area Code	917
Local Phone Number	503-9722
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001865200
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant
Document and Entity Information
Title of 12(g) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant
Trading Symbol	PORTU
Class A common stock
Document and Entity Information
Title of 12(g) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	PORT
Entity Common Stock, Shares Outstanding		4,237,987
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		1,550,000
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment
Document and Entity Information
Title of 12(g) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment
Trading Symbol	PORTW

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 517,975	$ 2,171,553
Prepaid expenses	131,004
Total Current Assets	648,979	2,171,553
Non-Current Assets:
Marketable securities held in Trust Account	12,895,117	44,709,805
Total Non-current Assets	12,895,117	44,709,805
TOTAL ASSETS	13,544,096	46,881,358
Current liabilities:
Accrued expenses	544,188	2,251,823
Accounts payable	150,649	99,468
Accrued offering costs	184,047	184,047
Due to related party	270,590	236,233
Administrative support fee - related party	366,500	231,500
Excise tax liability	2,299,092	1,976,947
Total Current Liabilities	3,815,066	4,980,018
Non-current liabilities:
Warrant liability	1,856,000	580,500
Total Non-current Liabilities	1,856,000	580,500
TOTAL LIABILITIES	5,671,066	5,560,518
Commitments and Contingencies (Note 8)
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	700,150	760,971
Accumulated deficit	(5,722,812)	(4,150,511)
Total Stockholders' Deficit	(5,022,087)	(3,388,965)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	13,544,096	46,881,358
Class A common stock subject to redemption
Non-current liabilities:
Class A common stock subject to possible redemption; 200,000,000 shares authorized; 1,163,113 and 4,150,065 shares issued and outstanding subject to possible redemption at redemption value as of September 30, 2024 and December 31, 2023, respectively	12,895,117	44,709,805
Class A common stock not subject to redemption
Stockholders' Deficit
Common stock, value	420	420
Class B common stock
Stockholders' Deficit
Common stock, value	$ 155	$ 155

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / 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	0	0
Preferred stock, shares outstanding	0	0
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
Common stock, shares issued	5,363,113	8,350,065
Common stock, shares outstanding	5,363,113	8,350,065
Class A common stock subject to redemption
Common stock subject to possible redemption, shares authorized	200,000,000	200,000,000
Common stock subject to possible redemption, shares issued	1,163,113	4,150,065
Common stock subject to possible redemption, shares outstanding	1,163,113	4,150,065
Class A common stock not subject to redemption
Common stock, shares issued	4,200,000	4,200,000
Common stock, shares outstanding	4,200,000	4,200,000
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 issued	1,550,000	1,550,000
Common stock, shares outstanding	1,550,000	1,550,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating costs:
Insurance expense	$ 25,813		$ 201,102	$ 227,594
Legal and accounting expenses	87,371	$ 56,330	230,702	211,771
Franchise tax expense	51,268	50,411	177,142	149,589
Listing fees	21,250	21,250	63,750	63,750
Bank fees	368	1,927	3,848	5,726
Other operating costs	3,108		3,108
Total expenses	245,178	137,763	939,480	786,678
Loss from operations	(245,178)	(137,763)	(939,480)	(786,678)
Other income (loss):
Change in fair value of warrant liability	(1,392,000)	(325,000)	(1,275,500)	(725,950)
Non-redemption agreement expense		(135,986)	(274,973)	(522,948)
Dividend income on marketable securities held in Trust Account	165,500	731,196	889,022	6,120,704
Other (expense) income	(1,226,500)	270,210	(661,451)	4,871,806
(Loss) Income before provision for income taxes	(1,471,678)	132,447	(1,600,931)	4,085,128
Provision for income taxes	(24,220)	(142,965)	(138,344)	(1,253,934)
Net (loss) income	(1,495,898)	(10,518)	(1,739,275)	2,831,194
Nonrelated Party
Operating costs:
Administrative expense	11,000	$ 7,845	124,828	$ 128,248
Related Party
Operating costs:
Administrative expense	$ 45,000		$ 135,000
Class A common stock subject to redemption
Other income (loss):
Weighted average shares outstanding, basic	1,163,113	4,150,000	1,969,808	15,197,646
Weighted average shares outstanding, diluted	1,163,113	4,150,000	1,969,808	15,197,646
Basic net (loss) income per share	$ (0.10)	$ (0.15)	$ (0.07)	$ 0.20
Diluted net (loss) income per share	$ (0.10)	$ (0.15)	$ (0.07)	$ 0.20
Class And B Non Redeemable Common Stock
Other income (loss):
Weighted average shares outstanding, basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000	5,750,000	5,750,000	5,750,000
Basic net (loss) income per share	$ (0.24)	$ 0.11	$ (0.28)	$ (0.05)
Diluted net (loss) income per share	$ (0.24)	$ 0.11	$ (0.28)	$ (0.05)

CONDENSED CONSOLIDATED STATEM_2

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

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash Flows from Operating Activities:
Net (loss) income		$ (1,739,275)	$ 2,831,194
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Accrued dividend on marketable securities held in Trust Account		(53,099)	(188,262)
Change in fair value of warrant liabilities		1,275,500	725,950
Non-redemption agreement expense	$ 135,986	274,973	522,948
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(1,656,454)	1,585,407
Administrative support fee - related party		135,000
Due to related party		34,357	43,339
Prepaid expenses		(131,004)	225,094
Net cash (used in) provided by operating activities		(1,860,002)	5,745,670
Cash Flows from Investing Activities:
Purchases of marketable securities held in Trust Account		(835,923)	(5,932,442)
Proceeds from marketable securities held in Trust Account		32,703,710	199,982,385
Net cash provided by investing activities		31,867,787	194,049,943
Cash Flows from Financing Activities:
Payment to Class A common stockholders for redemptions		(32,214,591)	(197,694,657)
Cash capital contribution from Sponsor		553,228	200,000
Net cash (used in) financing activities		(31,661,363)	(197,494,657)
Net Change in Cash		(1,653,578)	2,300,956
Cash - Beginning of period		2,171,553	50,858	$ 50,858
Cash - End of period	2,351,814	517,975	2,351,814	$ 2,171,553
Supplemental Non-Cash Investing and Financing Activities:
Remeasurement of Class A common stock subject to possible redemption		889,022	6,120,704
Trust Account withdrawal for tax payments	$ 1,827,729	489,119	2,287,729
Excess fair value of Class B common stock transferred by Sponsor		274,973	522,948
Excise tax liability		322,145	$ 1,976,947
Supplemental Cash Flow Information:
Cash paid for taxes		$ 2,021,810

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2024
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1. Southport Acquisition Corporation (the “Company” or “Southport”) is a blank check company formed in Delaware on April 13, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Sigma Merger Sub, Inc. (“Merger Sub”), a direct wholly owned subsidiary of the Company, was formed in Delaware on September 9, 2024. The Company’s unaudited condensed financial statements include Merger Sub and are presented on a consolidated basis. As of September 30, 2024, the Company had not yet commenced any operations. All activity from inception through September 30, 2024 related to the Company’s formation, initial public offering (the “IPO”), and pursuit of a Business Combination. The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO, which involved the Company’s sale of 23,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating proceeds to the Company of $11,700,000. Following the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination beyond such 18-month period (the “Combination Period”). On June 9, 2023 (the “First Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “First Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination (the “First Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024. Prior to the First Special Meeting, on May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the First Special Meeting. In connection with the First Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock (the “Conversion”). After giving effect to the Conversion, the Company had an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the Sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. Continental Stock Transfer & Trust Company (the “Trustee”) processed the redemptions and withdrew the $197,694,657 payable to the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. Prior to March 31, 2024, the board of directors of the Company approved six monthly extensions to extend the time the Company had to consummate an initial Business Combination from September 14, 2023 to March 14, 2024. In connection with each of the six monthly extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with the Non-Redemption Agreements. In addition, on March 14, 2024 (the “Second Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024 (the “Second Extension”). In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32,214,591, resulting in 1,163,113 shares of Class A common stock issued outstanding On April 8, 2024, the New York Stock Exchange (the “NYSE”) filed a Form 25 to delist the Company’s Class A common stock, warrants, with each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment (“Warrants”) and Units, each consisting of one share of Class A common stock and one ​ Agreement and Plan of Merger On September 11, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Merger Sub and Angel Studios, Inc., a Delaware Corporation (“Angel Studios”). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended, Merger Sub will merge with and into Angel Studios, with Angel Studios continuing as the surviving corporation and a wholly owned subsidiary of Southport (the “Merger”); (ii) at the Closing, all of the outstanding capital stock of Angel Studios (other than shares subject to Angel Studios options, shares held in treasury and any dissenting shares) will be converted into the right to receive shares of common stock, par value $0.0001 per share, of Southport (“Southport Common Stock”), in an aggregate amount equal to (x) $1,500,000,000 plus the aggregate gross proceeds of any capital raised by Angel Studios prior to the Closing, divided by (y) $10.00; (iii) at the Closing, all of the outstanding options to acquire capital stock of Angel Studios will be converted into comparable options to acquire shares of Southport Common Stock (subject to appropriate adjustments to the number of shares of Southport Common Stock underlying such options and the exercise price of such options); (iv) subject to the approval of the holders of Southport’s public warrants, Southport will amend its public warrants so that, immediately prior to the Closing, each of the issued and outstanding Southport public warrants automatically will convert into 0.1 newly issued share of Southport Class A Common Stock and such warrants will cease to be outstanding; and (v) at the Closing, Southport will be renamed “Angel Studios, Inc.”. The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the approval of the Merger Agreement and the transactions contemplated thereby by the respective stockholders of Southport and Angel Studios, and the approval by Southport’s stockholders of an extension to Southport’s deadline to consummate a business combination to September 30, 2025 (see Note 11). Sponsor Support Agreement On September 11, 2024, Southport also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Southport, the Sponsor, and Angel Studios, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not redeem its shares of Southport Common Stock in connection therewith. In addition, the Sponsor has agreed to forfeit all of the Southport private placement warrants held by it at the Closing for no additional consideration. The Sponsor has also agreed to cover certain expenses incurred by Southport that are unpaid and payable at the Closing in excess of a specified cap. The Sponsor Agreement will terminate upon the earlier of the termination of the Merger Agreement or written agreement by the parties. Angel Studios Stockholder Support Agreement On September 11, 2024, Southport also entered into a Stockholder Support Agreement (the “Angel Studios Stockholder Support Agreement”) by and among Southport, Angel Studios and certain stockholders of Angel Studios (the “Key Stockholders”). Under the Angel Studios Stockholder Support Agreement, the Key Stockholders agreed, with respect to the outstanding shares of Angel Studios common stock held by such Key Stockholders, to vote their shares or execute and deliver a written consent adopting the Merger Agreement and related transactions and approving the Merger Agreement and transactions contemplated thereby. Risks and Uncertainties Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations, and the recently adopted Securities and Exchange Commission (the “SEC”) rules and amendments affecting special purpose acquisition corporations like the Company, and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of September 30, 2024. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On July 7, 2023, 18,849,935 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $197,694,657 in connection with the First Special Meeting. On March 14, 2024, 2,986,952 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $32,214,591 in connection with the Second Special Meeting. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an initial Business Combination as of September 30, 2024 and determined that a contingent liability should be calculated and recorded. As of September 30, 2024, the Company recorded $2,299,092 of excise tax liability calculated as 1% of shares redeemed. Going Concern As of September 30, 2024 and December 31, 2023, the Company had cash of $517,975 and $2,171,553, respectively, and working capital deficit of $3,166,087 and $2,808,465, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through capital contributions or working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as may be required (see Note 5). However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $517,975 and $2,171,553 of cash and no cash equivalents as of September 30, 2024 and December 31, 2023, respectively. Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . The Trustee redeemed $197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. The Trustee redeemed the $32,214,591 of marketable securities held in the Trust Account to pay the holders redeeming 2,986,952 shares of Class A common stock on March 27, 2024. Accordingly, as of September 30, 2024 and December 31, 2023, there was $12,895,117 and $44,709,805 of marketable securities held in the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of September 30, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $1,856,000 and $580,500, respectively. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657. On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. For the three and nine months ended September 30, 2024, the Company has recorded accretion of $165,500 and $889,022, respectively. As of September 30, 2024 and December 31, 2023, the Class A common stock, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following tables: ​ ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2022 ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ ​ 44,709,805 Redemption of Class A common stock ​ ​ (32,214,591) Trust Account withdrawal for tax payments ​ ​ (489,119) Remeasurement of Class A common stock subject to possible redemption ​ ​ 889,022 Class A common stock subject to possible redemption, September 30, 2024 ​ $ 12,895,117 ​ Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and $468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the three and nine months ended September 30, 2024 and 2023, as a result of shareholder redemptions. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​ ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

Initial Public Offering

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

Private Placement

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

Related Party Transactions

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

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2024
Stockholders' Equity
Stockholders' Equity	Note 6. Preferred stock — Class A common stock — outstanding issued outstanding issued outstanding Class B common stock — issued The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2024
Warrants
Warrants	Note 7. The Company accounts for 23,200,000 warrants issued in connection with the IPO (11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. Offering costs were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The registration statement for the IPO (the “IPO Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period (or, in the case of a redemption described above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00,” the Company requires or permits the Public Warrants to be exercised on a cashless basis as described below), except, in the case of a redemption described above under “Redemption of warrants when the price per Class A common stock equals or exceeds $10.00,” if the sale of those shares of Class A common stock pursuant to the cashless exercise of the warrants is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the sale of the shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state securities laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. The Company expects to account for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company classifies each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. There has been no change in the classification of the warrants as of September 30, 2024. In connection with the Merger Agreement and subject to the approval of the holders of Southport’s Public Warrants, Southport will amend its Public Warrants so that, immediately prior to the Closing, each of the issued and outstanding Public Warrants automatically will convert into 0.1 newly issued share of Southport Class A common stock and such warrants will cease to be outstanding. Additionally, in connection with the Sponsor Support Agreement, the Sponsor has agreed to forfeit all of the Private Placement Warrants held by it at the Closing for no additional consideration.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies
Commitments and Contingencies	Note 8. Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discount. On December 13, 2021, the underwriter exercised the option in full, closing the sale of the 3,000,000 additional Units on December 14, 2021. The underwriter was paid an underwriting commission of $4,600,000 upon the closing of the IPO. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate, payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee. The $8,050,000 waived fee was recorded to accumulated deficit. Non-Redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the First Special Meeting. The Company previously extended the deadline six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed consolidated statements of operations. The Company determined the excess fair value of the 1,499,996 shares of Class B common stock transferred to such third parties upon the consummation of the First Extension to be $1,209,879. In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial business combination from March 14, 2024 to December 14, 2024.

Fair Value Measurements

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

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2024
Income Taxes
Income Taxes	Note 10. The Company utilized the discrete method for estimating its interim income tax provision. During the three and nine months ended September 30, 2024, the Company recorded an income tax provision of $24,220 and $138,344, respectively, and our effective tax rate was 1.65% and 8.64% respectively. During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $142,965 and $1,253,934, respectively, and our effective tax rate was 107.94% and 30.70%, respectively. The effective tax rate differs from the Federal statutory tax rate of 21% due to changes in the fair value of warrant liabilities and valuation allowance on the deferred tax assets. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized startup costs. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2024.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events
Subsequent Events	Note 11. Subsequent Events On October 3, 2024, the Sponsor agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Business Combination (the “Sponsor Promissory Note”). The Sponsor Promissory Note is non-interest bearing and payable on the earlier of September 30, 2025 or the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Sponsor Promissory Note will not be repaid and all amounts owed under the Sponsor Promissory Note will be forgiven except to the extent that the Company as funds available to it outside of the Trust Account. On October 2, 2024, the Company filed a definitive proxy statement with respect to a third special meeting of stockholders (the “Third Special Meeting”) to obtain stockholder approval to further amend the Company’s amended and restated certificate of incorporation to extend the time by which the Company must consummate its initial Business Combination from December 14, 2024 to September 30, 2025, as contemplated by the Merger Agreement (the “Third Extension Amendment Proposal”). On October 11, 2024, the Company received a redemption report from the Trustee indicating that, as of October 11, 2024, the holders of 985,170 shares of the Company’s Class A common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share. On October 14, 2024, the Company determined to postpone the Third Special Meeting originally scheduled for October 15, 2024, to October 22, 2024, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals. On October 21, 2024, the Company cancelled the Third Special Meeting and announced that it intended to file an amendment to the definitive proxy statement to reflect the addition of a new proposal to amend the Company’s amended and restated certificate of incorporation to eliminate the limitation that the Company may not redeem its outstanding shares of Class A common stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001, in order to allow the Company to redeem such shares irrespective of whether such redemption would exceed this limitation (the “Redemption Limitation Amendment Proposal”). Accordingly, the redemptions indicated on the October 11, 2024 redemption report from the Trustee in connection with the Third Special Meeting were not processed. On October 29, 2024, the Company filed an amendment to the definitive proxy statement that was filed with the SEC on October 2, 2024 (the “Original Filing”) that amends and restates the Original Filing to: 1) reschedule the Third Special Meeting originally scheduled for October 15, 2024 and postponed to October 22, 2024 (as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 15, 2024) to November 13, 2024 and 2) reflect the addition of the Redemption Limitation Amendment Proposal. On November 12, 2024, the Company filed a Registration Statement on Form S-4 with the SEC in connection with the Business Combination with Angel Studios. On November 13, 2024, the Company held the Third Special Meeting, at which the Company’s stockholders approved the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the vote to approve the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 1,125,126 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.08 per Public Share, for an aggregate redemption amount of approximately $12 million.

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)	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194

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

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $517,975 and $2,171,553 of cash and no cash equivalents as of September 30, 2024 and December 31, 2023, respectively.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period. In connection with the First Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657 . The Trustee redeemed $197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023. In connection with the Second Special Meeting, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. The Trustee redeemed the $32,214,591 of marketable securities held in the Trust Account to pay the holders redeeming 2,986,952 shares of Class A common stock on March 27, 2024. Accordingly, as of September 30, 2024 and December 31, 2023, there was $12,895,117 and $44,709,805 of marketable securities held in the Trust Account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of September 30, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $1,856,000 and $580,500, respectively.
Warrant Liability	Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share of Class A common stock, for an aggregate redemption amount of $197,694,657. On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. For the three and nine months ended September 30, 2024, the Company has recorded accretion of $165,500 and $889,022, respectively. As of September 30, 2024 and December 31, 2023, the Class A common stock, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following tables: ​ ​ ​ ​ ​ Class A common stock subject to possible redemption, December 31, 2022 ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 6,707,678 Share redemptions payable ​ ​ (197,694,657) Trust Account withdrawal for tax payments ​ ​ (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 ​ ​ 44,709,805 Redemption of Class A common stock ​ ​ (32,214,591) Trust Account withdrawal for tax payments ​ ​ (489,119) Remeasurement of Class A common stock subject to possible redemption ​ ​ 889,022 Class A common stock subject to possible redemption, September 30, 2024 ​ $ 12,895,117
Income taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and $468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024.
Net Income (Loss) Per Common Stock	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed consolidated statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the three and nine months ended September 30, 2024 and 2023, as a result of shareholder redemptions. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2024 Net loss ​ $ (1,495,898) Less: Remeasurement of Class A redeemable shares to redemption value ​ (165,500) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (1,661,398) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 17 % ​ 83 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio ​ $ (251,681) ​ $ (1,244,217) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (27,845) ​ (137,655) ​ (165,500) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 165,500 ​ — ​ 165,500 ​ Total loss based on weighted average shares ratio ​ $ (114,026) ​ $ (1,381,872) ​ $ (1,495,898) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,163,113 ​ 5,750,000 ​ ​ Basic and diluted net loss per share ​ $ (0.10) ​ $ (0.24) ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ September 30, 2024 Net loss ​ $ (1,739,275) Plus: Trust Account withdrawals for tax payments ​ 489,119 Less: Remeasurement of Class A redeemable shares to redemption value ​ ​ (889,022) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (2,139,178) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ ​ ​ September 30, 2024 ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total ​ Total number of shares ​ ​ 1,163,113 ​ ​ 5,750,000 ​ ​ 6,913,113 ​ Weighted average shares ratio ​ 26 % ​ 74 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss allocated based on weighted average shares ratio $ (443,798) $ (1,295,477) $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 124,805 ​ ​ 364,314 ​ ​ 489,119 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ ​ (226,845) ​ ​ (662,177) ​ ​ (889,022) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ (489,119) ​ — ​ (489,119) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 889,022 ​ — ​ 889,022 ​ Total income (loss) based on weighted average shares ratio ​ $ (145,935) ​ $ (1,593,340) ​ $ (1,739,275) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,969,808 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ (0.07) ​ $ (0.28) ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ September 30, 2023 Net loss ​ $ (10,518) Plus: Trust Account withdrawals for tax payments ​ ​ 1,827,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (731,196) Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ 1,086,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 42 % ​ 24 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ (4,409) ​ $ (6,109) ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 766,176 ​ ​ 1,061,553 ​ ​ 1,827,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (306,514) ​ (424,682) ​ (731,196) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (1,827,729) ​ ​ — ​ ​ (1,827,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 731,196 ​ — ​ 731,196 ​ Total (loss) income based on weighted average shares ratio ​ $ (641,280) ​ $ 630,762 ​ $ (10,518) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 11,360,423 ​ 5,750,000 ​ ​ Basic and diluted net (loss) income per share ​ $ (0.15) ​ $ 0.11 ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ September 30, 2023 Net income ​ $ 2,831,194 Plus: Trust Account withdrawals for tax payments ​ ​ 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value ​ (6,120,704) Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments ​ $ (1,001,781) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended ​ ​ ​ September 30, 2023 ​ ​ ​ ​ ​ Class A ​ Class A and Class B ​ ​ ​ ​ Redeemable Shares Non-redeemable shares Total Total number of shares ​ ​ 4,150,065 ​ ​ 5,750,000 ​ ​ 9,900,065 Weighted average shares ratio ​ 73 % ​ 23 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on weighted average shares ratio ​ $ 2,054,048 ​ $ 777,146 ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio ​ ​ 1,659,761 ​ ​ 627,968 ​ ​ 2,287,729 ​ Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio ​ (4,440,608) ​ (1,680,096) ​ (6,120,704) ​ Less: Accretion applicable to Trust Account withdrawals for tax payments ​ ​ (2,287,729) ​ ​ — ​ ​ (2,287,729) ​ Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value ​ 6,120,704 ​ — ​ 6,120,704 ​ Total income (loss) based on weighted average shares ratio ​ $ 3,106,176 ​ $ (274,982) ​ $ 2,831,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 15,197,646 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.20 ​ $ (0.05) ​ ​
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

Summary of Significant Accoun_3

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

Fair Value Measurements (Tables

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

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)								9 Months Ended
	Nov. 13, 2024	Oct. 11, 2024	Mar. 27, 2024	Mar. 14, 2024	Jul. 07, 2023	May 25, 2023	Dec. 14, 2021	Sep. 30, 2024	Dec. 14, 2024	Sep. 11, 2024	Apr. 08, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 09, 2023	Nov. 25, 2021
Description of Organization and Business Operations
Share price								$ 9.20
Cash								$ 517,975					$ 2,171,553
Working capital								3,166,087					2,808,465
Excise tax liability								2,299,092					1,976,947
Marketable securities held in Trust Account								$ 12,895,117					$ 44,709,805
Common stock, par value (In dollars per share)										$ 0.0001
Angel Studios, Inc.
Description of Organization and Business Operations
Business acquisition equity interest issued value assigned										$ 1,500,000,000
Business acquisition share price										$ 10
Sponsor
Description of Organization and Business Operations
Common stock, shares outstanding						4,200,000
Class A common stock subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares				2,986,952				18,849,935
Aggregate redemption amount				$ 32,214,591	$ 197,694,657			$ 32,214,591
Number of shares redeemed			2,986,952	2,986,952	18,849,935
Class A ordinary shares subject to possible redemption, issued (in shares)				1,163,113				1,163,113					4,150,065	4,150,065
Common stock subject to possible redemption, shares outstanding				1,163,113		23,000,000		1,163,113					4,150,065	4,150,065
Common class not subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares						18,849,935
Aggregate redemption amount						$ 197,694,657		$ 197,694,657
Share redemption payable withdrawn					$ 197,694,657	$ 4,150,065
Number of shares redeemed					18,849,935
Common stock subject to possible redemption, shares outstanding						23,000,000
Class A common stock
Description of Organization and Business Operations
Share price								$ 9.20
Price of warrants											$ 11.50
Common stock, shares issued						27,200,000		5,363,113					8,350,065
Common stock, shares outstanding						27,200,000		5,363,113					8,350,065
Number of warrants in a unit											0.5
Number of shares issuable per warrant (in shares)											1
Number of shares in a unit											1
Common stock, par value (In dollars per share)								$ 0.0001					$ 0.0001
Class A common stock | Sponsor
Description of Organization and Business Operations
Aggregate of non redemption shares issued						4,000,000
Class B common stock
Description of Organization and Business Operations
Common stock, shares issued						1,550,000		1,550,000					1,550,000
Common stock, shares outstanding						1,550,000		1,550,000					1,550,000		5,750,000
Common stock, par value (In dollars per share)								$ 0.0001					$ 0.0001
Class B common stock | Sponsor
Description of Organization and Business Operations
Aggregate of non redemption shares transferred						1,499,996		1,499,996				166,666	1,499,996
Shares transferred to consummation of extension						500,000
Additional non redemption shares transferred						166,666
Conversion of Class B common stock						4,200,000
Common stock, shares outstanding								50,004					50,004
Subsequent Events
Description of Organization and Business Operations
Aggregate redemption amount	$ 12,000,000
Subsequent Events | Class A common stock subject to redemption
Description of Organization and Business Operations
Holders of number of shares exercised the right to redeem the shares		985,170
Class A ordinary shares subject to possible redemption, issued (in shares)									1,163,113
Common stock subject to possible redemption, shares outstanding									1,163,113
Private placement warrants
Description of Organization and Business Operations
Number of warrants issued							11,700,000
Price of warrants							$ 1
Proceeds from sale of Private Placement Warrants							$ 11,700,000
Public Warrants | Class A common stock
Description of Organization and Business Operations
Number of shares issuable per warrant (in shares)								0.1		0.1
IPO
Description of Organization and Business Operations
Number of shares issued							23,000,000
Share price							$ 10
Proceeds from issuance of shares							$ 230,000,000
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination							100%
IPO | Class A common stock
Description of Organization and Business Operations
Price of warrants							$ 11.50
Number of shares issuable per warrant (in shares)							1
Number of shares in a unit							1
Common stock, par value (In dollars per share)							$ 0.0001
IPO | Public Warrants
Description of Organization and Business Operations
Number of warrants in a unit							0.5
Over-allotment
Description of Organization and Business Operations
Number of shares issued							3,000,000
Initial Public Offering, Over-Allotment and the Private Placement
Description of Organization and Business Operations
Number of shares issued							3,000,000
Share price							$ 10.20
Proceeds from issuance of shares							$ 234,600,000
Maturity term of U.S. government securities							185 days
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination							100%
Duration of combination period							18 months

Summary of Significant Accoun_4

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

Summary of Significant Accoun_5

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

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Net income (loss) (Details) - 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
Summary of Significant Accounting Policies
Net (loss) income	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194
Plus: Trust Account withdrawals for tax payments				1,827,729			489,119	2,287,729
Less: Remeasurement of Class A redeemable shares to redemption value	(165,500)	$ (163,615)	$ (559,907)	(731,196)	$ (2,864,208)	$ (2,525,300)	(889,022)	(6,120,704)
Net income (loss) including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments	$ (1,661,398)			$ 1,086,015			$ (2,139,178)	$ (1,001,781)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Number of Common stock
Total number of shares	6,913,113			9,900,065			6,913,113	9,900,065
Weighted average shares ratio	100%			100%			100%	100%
Net (loss) income	$ (1,495,898)	$ (504,984)	$ 261,607	$ (10,518)	$ 1,657,247	$ 1,184,465	$ (1,739,275)	$ 2,831,194
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				1,827,729			489,119	2,287,729
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(165,500)			(731,196)			(889,022)	(6,120,704)
Less: Accretion applicable to Trust Account withdrawals for tax payments				(1,827,729)			(489,119)	(2,287,729)
Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value	165,500			731,196			889,022	6,120,704
Total income (loss) based on weighted average shares ratio, basic	(1,495,898)			(10,518)			(1,739,275)	2,831,194
Total income (loss) based on weighted average shares ratio, diluted	$ (1,495,898)			$ (10,518)			$ (1,739,275)	$ 2,831,194
Redeemable warrants | Class A common stock
Number of Common stock
Total number of shares	1,163,113			4,150,065			1,163,113	4,150,065
Weighted average shares ratio	17%			42%			26%	73%
Net (loss) income	$ (251,681)			$ (4,409)			$ (443,798)	$ 2,054,048
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				766,176			124,805	1,659,761
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(27,845)			(306,514)			(226,845)	(4,440,608)
Less: Accretion applicable to Trust Account withdrawals for tax payments				(1,827,729)			(489,119)	(2,287,729)
Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value	165,500			731,196			889,022	6,120,704
Total income (loss) based on weighted average shares ratio, basic	(114,026)			(641,280)			(145,935)	3,106,176
Total income (loss) based on weighted average shares ratio, diluted	$ (114,026)			$ (641,280)			$ (145,935)	$ 3,106,176
Weighted average shares outstanding, basic	1,163,113			11,360,423			1,969,808	15,197,646
Weighted average shares outstanding, diluted	1,163,113			11,360,423			1,969,808	15,197,646
Basic net (loss) income per share	$ (0.10)			$ (0.15)			$ (0.07)	$ 0.20
Diluted net (loss) income per share	$ (0.10)			$ (0.15)			$ (0.07)	$ 0.20
Non redeemable warrants | Class A and Class B Non-redeemable shares
Number of Common stock
Total number of shares	5,750,000			5,750,000			5,750,000	5,750,000
Weighted average shares ratio	83%			24%			74%	23%
Net (loss) income	$ (1,244,217)			$ (6,109)			$ (1,295,477)	$ 777,146
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio				1,061,553			364,314	627,968
Less: Remeasurement of Class A redeemable shares to redemption value / Accretion allocation based on weighted average shares ratio	(137,655)			(424,682)			(662,177)	(1,680,096)
Total income (loss) based on weighted average shares ratio, basic	(1,381,872)			630,762			(1,593,340)	(274,982)
Total income (loss) based on weighted average shares ratio, diluted	$ (1,381,872)			$ 630,762			$ (1,593,340)	$ (274,982)
Weighted average shares outstanding, basic	5,750,000			5,750,000			5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000			5,750,000			5,750,000	5,750,000
Basic net (loss) income per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)
Diluted net (loss) income per share	$ (0.24)			$ 0.11			$ (0.28)	$ (0.05)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		9 Months Ended	12 Months Ended
	Dec. 14, 2021	Sep. 30, 2024	Dec. 31, 2023	Sep. 11, 2024	Apr. 08, 2024
Initial Public Offering
Share price		$ 9.20
Common stock, par value (In dollars per share)				$ 0.0001
Cash		$ 517,975	$ 2,171,553
Underwriting fees	$ 4,600,000
IPO
Initial Public Offering
Number of shares issued	23,000,000
Share price	$ 10
Proceeds from sale of Units, net of underwriting discounts paid	$ 230,000,000
Offering cost	13,935,218
Underwriting fees	4,600,000
Deferred underwriting fees	8,050,000
Other offering costs	$ 1,285,218
IPO | Public Warrants
Initial Public Offering
Number of warrants in a unit	0.5
Initial Public Offering, Over-Allotment and the Private Placement
Initial Public Offering
Number of shares issued	3,000,000
Share price	$ 10.20
Proceeds from sale of Units, net of underwriting discounts paid	$ 234,600,000
Maturity term of U.S. government securities	185 days
Proceeds held in trust account		$ 12,895,117	$ 44,709,805
Class A common stock
Initial Public Offering
Share price		$ 9.20
Number of shares in a unit					1
Common stock, par value (In dollars per share)		$ 0.0001	$ 0.0001
Number of warrants in a unit					0.5
Number of shares issuable per warrant (in shares)					1
Exercise price of warrants (in dollars per share)					$ 11.50
Class A common stock | Public Warrants
Initial Public Offering
Number of shares issuable per warrant (in shares)		0.1		0.1
Class A common stock | IPO
Initial Public Offering
Number of shares in a unit	1
Common stock, par value (In dollars per share)	$ 0.0001
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($)	Dec. 14, 2021	Sep. 30, 2024	Apr. 08, 2024
Private Placement
Share price		$ 9.20
Class A common stock
Private Placement
Number of shares issuable per warrant (in shares)			1
Exercise price of warrants (in dollars per share)			$ 11.50
Share price		$ 9.20
Private Placement
Private Placement
Cash held in Trust Account	$ 9,200,000
Share price	$ 10
Private Placement | Class A common stock
Private Placement
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.50
Sponsor | Private Placement
Private Placement
Number of warrants issued	11,700,000
Proceeds from sale of Private Placement Warrants	$ 11,700,000
Exercise price of warrants (in dollars per share)	$ 1

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)						9 Months Ended
	May 25, 2023 shares	Dec. 14, 2021 $ / shares shares	Dec. 13, 2021 shares	Nov. 25, 2021 USD ($) shares	May 27, 2021 USD ($) shares	Sep. 30, 2024 shares	Dec. 31, 2023 shares
Class B common stock
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)					7,187,500
Issuance of Class B common stock to Sponsor | $					$ 25,000
Shares forfeited				1,437,500
Consideration for shares forfeited | $				$ 0
Common stock, shares outstanding	1,550,000			5,750,000		1,550,000	1,550,000
Stock conversion ratio						1
Common stock, shares issued	1,550,000					1,550,000	1,550,000
Class B common stock | Founder shares | Sponsor
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)					7,187,500
Issuance of Class B common stock to Sponsor | $					$ 25,000
Shares forfeited				1,437,500
Consideration for shares forfeited | $				$ 0
Common stock, shares outstanding	1,550,000			5,750,000
Maximum shares subject to forfeiture		0		750,000
Conversion of Class B common stock	4,200,000
Stock conversion ratio	1
Common stock, shares issued	1,550,000
Class A common stock
Related Party Transactions
Common stock, shares outstanding	27,200,000					5,363,113	8,350,065
Common stock, shares issued	27,200,000					5,363,113	8,350,065
Class A common stock | Founder shares | Sponsor
Related Party Transactions
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares		$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Over-allotment | Class B common stock | Founder shares
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)			3,000,000

Related Party Transactions - Re

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

Stockholders' Equity - Preferre

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

Stockholders' Equity - Common S

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

Warrants (Details)

Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 11, 2024	Apr. 08, 2024
Warrants
Class of warrant or right outstanding	23,200,000
Threshold maximum period for registration statement to become effective after business combination	60 days
Threshold consecutive trading days for redemption of warrants	30 days
Threshold trading days for calculating Market Value	20 days
Newly issued price (in dollars per share)	$ 9.20
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Class A common stock
Warrants
Newly issued price (in dollars per share)	$ 9.20
Number of shares issuable per warrant (in shares)			1
Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 10
Threshold number of trading days before sending notice of redemption to warrant holders	30 days
Redemption price per warrant (in dollars per share)	$ 0.10
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | Class A common stock
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 10
Redemption of Warrants when price per share of Class A common stock is less than $18.00
Warrants
Redemption price per warrant (in dollars per share)	$ 18
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Public Warrants
Warrants
Class of warrant or right outstanding	11,500,000
Warrants exercisable term after the completion of a business combination	30 days
Term of warrants	5 years
Threshold maximum period for filing registration statement after business combination	15 days
Public Warrants | Class A common stock
Warrants
Number of shares issuable per warrant (in shares)	0.1	0.1
Public Warrants | Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Threshold number of trading days before sending notice of redemption to warrant holders	30 days
Redemption price per warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Public Warrants | Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Private placement warrants
Warrants
Class of warrant or right outstanding	11,700,000

Commitments and Contingencies (

Commitments and Contingencies (Details)

9 Months Ended

Aug. 22, 2022 USD ($)

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

Dec. 09, 2021 item

Sep. 30, 2024 USD ($) shares

Feb. 14, 2024 shares

Jan. 12, 2024 shares

Dec. 13, 2023 shares

Nov. 14, 2023 shares

Oct. 11, 2023 shares

Sep. 30, 2023 shares

Jun. 09, 2023 shares

May 25, 2023 shares

Commitments and Contingencies

Maximum number of demands for registration of securities | item

3

Underwriting option period

45 days

Underwriting fees | $

$ 4,600,000

Deferred fee per Unit | $ / shares

$ 0.35

Deferred underwriting commissions | $

$ 8,050,000

Accumulated deficit on waiver of deferred underwriting fee | $

$ 8,050,000

Class A common stock | Sponsor

Commitments and Contingencies

Aggregate of non redemption shares issued

4,000,000

Class B common stock | Sponsor

Commitments and Contingencies

Aggregate of non redemption shares transferred

1,499,996

1,499,996

Additional non redemption shares transferred

999,996

166,666

166,666

166,666

166,666

166,666

166,666

999,996

Shares transferred to consummation of extension

500,000

500,000

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

$ 1,209,879

Over-allotment

Commitments and Contingencies

Number of units granted to underwriters

3,000,000

Shares issued underwriters

3,000,000

Fair Value Measurements - Asset

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

Fair Value Measurements - Chang

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

Fair Value Measurements - Measu

Fair Value Measurements - Measurement (Details)	Sep. 30, 2024 $ / shares Y	Apr. 08, 2024 shares	Feb. 12, 2024 $ / shares	Jan. 12, 2024 $ / shares	Dec. 13, 2023 $ / shares	Nov. 14, 2023 $ / shares	Oct. 11, 2023 $ / shares	Sep. 30, 2023 $ / shares Y	Jun. 09, 2023 $ / shares	Dec. 14, 2021 shares
Class A common stock
Fair Value Measurement Inputs
Number of shares issuable per warrant (in shares) | shares		1
Number of warrants in a unit | shares		0.5
Common stock price
Fair Value Measurement Inputs
Measurement input | $ / shares			10.73	10.65	10.62	10.60	10.57	10.56	10.54
Risk-free rate
Fair Value Measurement Inputs
Measurement input			0.0488	0.0460	0.0488	0.0517	0.0531	0.0539	0.0510
Volatility
Fair Value Measurement Inputs
Measurement input			0.6440	0.6602	0.6552	0.6391	0.6490	0.6596	0.7656
IPO | Class A common stock
Fair Value Measurement Inputs
Number of shares issuable per warrant (in shares) | shares										1
Public Warrants | IPO
Fair Value Measurement Inputs
Number of warrants in a unit | shares										0.5
Private placement warrants | Common stock price
Fair Value Measurement Inputs
Measurement input | $ / shares	11							10.56
Private placement warrants | Exercise price
Fair Value Measurement Inputs
Measurement input | $ / shares	11.50							11.50
Private placement warrants | Risk-free rate
Fair Value Measurement Inputs
Measurement input	0.0356							0.0455
Private placement warrants | Volatility
Fair Value Measurement Inputs
Measurement input	0							0
Private placement warrants | Term
Fair Value Measurement Inputs
Measurement input | Y	5.21							5.25
Private placement warrants | Warrant to buy one share (adjusted for the probability of dissolution)
Fair Value Measurement Inputs
Measurement input | $ / shares	0.08							0.05
Private placement warrants | Dividend yield
Fair Value Measurement Inputs
Measurement input	0							0

Fair Value Measurements - Non-r

Fair Value Measurements - Non-recurring Fair Value Measurements (Details)	May 25, 2023 USD ($) $ / shares shares	Sep. 30, 2024 shares	Feb. 14, 2024 shares	Feb. 12, 2024 $ / shares Y	Jan. 12, 2024 $ / shares Y shares	Dec. 13, 2023 $ / shares Y shares	Nov. 14, 2023 Y $ / shares shares	Oct. 11, 2023 Y $ / shares shares	Sep. 30, 2023 Y $ / shares shares	Jun. 09, 2023 $ / shares Y shares
Sponsor | Class B common stock
Fair Value Measurement Inputs
Shares transferred upon consummation of extension | shares	500,000									500,000
Fair value per share of shares transferred upon consummation of extension | $	$ 387,000
Fair value per share of shares transferred upon consummation of extension (in per shares)	$ 0.77
Additional non redemption shares transferred | shares	999,996	999,996	166,666		166,666	166,666	166,666	166,666	166,666
Sponsor | Class B common stock | Minimum
Fair Value Measurement Inputs
Fair value of common stock on additional shares transferred per share	$ 0.82
Sponsor | Class B common stock | Maximum
Fair Value Measurement Inputs
Fair value of common stock on additional shares transferred per share	$ 0.83
Common stock price
Fair Value Measurement Inputs
Measurement input				10.73	10.65	10.62	10.60	10.57	10.56	10.54
Estimated probability of an Initial Business Combination
Fair Value Measurement Inputs
Measurement input				0.1000	0.1000	0.1000	0.1000	0.1000	0.1000	0.1000
Estimated volatility
Fair Value Measurement Inputs
Measurement input				0.6440	0.6602	0.6552	0.6391	0.6490	0.6596	0.7656
Risk-free rate
Fair Value Measurement Inputs
Measurement input				0.0488	0.0460	0.0488	0.0517	0.0531	0.0539	0.0510
Time to expiration
Fair Value Measurement Inputs
Measurement input | Y				1	1	1	1	1	1	1

Income Taxes (Details)

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

Subsequent Events (Details)

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