Welsbach Technology Metals Acquisition (WTMAR) S-4/A 24 Jan 25 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2024
Document Information Line Items
Entity Central Index Key	0001866226
Amendment Description	AMENDMENT NO. 1
Document Type	S-4/A
Entity Registrant Name	Welsbach Technology Metals Acquisition Corp.
Entity Incorporation, State or Country Code	DE
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	true

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 1,185	$ 6,760	$ 309,881
Prepaid expenses and other assets	20,250	833	25,000
Total current assets	21,435	7,593	334,881
Restricted cash		161,449	213,182
Cash and investment held in Trust Account	12,230,126	23,769,229	79,645,156
TOTAL ASSETS	12,251,561	23,938,271	80,193,219
Current liabilities
Accounts payable and accrued expenses	2,772,502	2,846,126	1,818,627
Due to affiliates	383,663	293,663	205,663
Franchise tax payable	28,427	80,000	163,384
Income taxes payable	70,828		180,688
Excise tax payable	705,718	583,520
Total current liabilities		6,648,780	3,913,899
Deferred underwriting fee payable	2,704,690	2,704,690	2,704,690
TOTAL LIABILITIES	10,254,878	9,353,470	6,618,589
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE COMMON STOCK
Common Stock subject to possible redemption	12,130,098	23,850,678	79,514,266
STOCKHOLDERS’ DEFICIT
Preferred stock, value
Common stock, value	228	228	228
Additional Paid in Capital
Accumulated deficit	(10,133,643)	(9,266,105)	(5,939,864)
TOTAL STOCKHOLDERS’ DEFICIT	(10,133,415)	(9,265,877)	(5,939,636)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT	12,251,561	23,938,271	80,193,219
Related Party
Current liabilities
Convertible promissory notes and working capital loans – related party		2,845,471	$ 1,545,537
Convertible promissory notes – related party	2,296,371	2,296,371
Working capital loans – related party	1,292,679	549,100
Total current liabilities	$ 7,550,188	$ 6,648,780

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Common Stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock subject to possible redemption, shares at redemption value	1,082,789	2,172,581
Common Stock subject to possible redemption, shares at redemption price per share (in Dollars per share)	$ 11.08	$ 10.98	10.29
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	2,283,976	2,283,976	2,283,976
Common stock, shares outstanding	2,283,976	2,283,976	2,283,976
Previously Reported
Common Stock subject to possible redemption, shares at redemption value		2,172,851	7,727,686

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
OPERATING EXPENSES
General and administrative	$ 215,108	$ 544,383	$ 757,950	$ 1,721,711	$ 2,022,981	$ 3,131,190
Franchise tax	10,400	61,141	117,212	172,771	200,000	200,000
Loss from operations	(225,508)	(605,524)	(875,162)	(1,894,482)	(2,222,981)	(3,331,190)
Other income:
Interest income from cash and investments held in Trust Account	180,541	507,906	699,861	1,855,102	2,168,659	1,121,159
Other income, net	180,541	507,906	699,861	1,855,102	2,168,659	1,121,159
Loss before (provision for) benefit from income taxes	(44,967)	(97,618)	(175,301)	(39,380)	(54,322)	(2,210,031)
(Provision for) benefit from income taxes	(35,730)	261,911	(70,828)			(180,688)
Net (loss) income	$ (80,697)	$ 164,293	$ (246,129)	$ (39,380)	$ (54,322)	$ (2,390,719)
Redemption Feature
Other income:
Weighted average shares outstanding of common stock (in Shares)	1,082,789	3,598,051	1,798,888	4,849,939	4,175,166	7,719,577
Basic net loss per share of common stock (in Dollars per share)	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
Diluted net loss per share of common stock (in Dollars per share)	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
No Redemption Feature
Other income:
Weighted average shares outstanding of common stock (in Shares)	2,283,976	2,283,976	2,283,976	2,283,976	2,283,976	2,281,786
Basic net loss per share of common stock (in Dollars per share)	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
Diluted net loss per share of common stock (in Dollars per share)	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	[1]	$ 250		$ (1,232,073)	$ (1,231,823)
Balance (in Shares) at Dec. 31, 2021	[1]	2,503,750
Sale of private placement units to the sponsor			45,540		45,540
Sale of private placement units to the sponsor (in Shares)		4,554
Proceeds from the exercise of over-allotment option allocated to public rights (net of offering costs)			73,142		73,142
Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full		$ (22)	22
Forfeiture of shares by Sponsor to the extent the over-allotment option was not exercised in full (in Shares)		(224,328)
Accretion of redeemable common stock to redemption value			(118,704)	(2,317,072)	(2,435,776)
Net Income (Loss)				(2,390,719)	(2,390,719)
Balance at Dec. 31, 2022		$ 228		(5,939,864)	(5,939,636)
Balance (in Shares) at Dec. 31, 2022		2,283,976
Accretion of redeemable common stock to redemption value				(750,670)	(750,670)
Net Income (Loss)				(230,201)	(230,201)
Balance at Mar. 31, 2023		$ 228		(6,920,735)	(6,920,507)
Balance (in Shares) at Mar. 31, 2023		2,283,976
Balance at Dec. 31, 2022		$ 228		(5,939,864)	(5,939,636)
Balance (in Shares) at Dec. 31, 2022		2,283,976
Net Income (Loss)					(39,380)
Balance at Sep. 30, 2023		$ 228		(8,987,606)	(8,987,378)
Balance (in Shares) at Sep. 30, 2023		2,283,976
Balance at Dec. 31, 2022		$ 228		(5,939,864)	(5,939,636)
Balance (in Shares) at Dec. 31, 2022		2,283,976
Accretion of redeemable common stock to redemption value				(2,688,399)	(2,688,399)
Excise tax on redemption of Class A common stock				(583,520)	(583,520)
Net Income (Loss)				(54,322)	(54,322)
Balance at Dec. 31, 2023		$ 228		(9,266,105)	(9,265,877)
Balance (in Shares) at Dec. 31, 2023		2,283,976
Balance at Mar. 31, 2023		$ 228		(6,920,735)	(6,920,507)
Balance (in Shares) at Mar. 31, 2023		2,283,976
Accretion of redeemable common stock to redemption value				(722,985)	(722,985)
Net Income (Loss)				26,528	26,528
Balance at Jun. 30, 2023		$ 228		(7,617,192)	(7,616,964)
Balance (in Shares) at Jun. 30, 2023		2,283,976
Accretion of redeemable common stock to redemption value				(951,187)	(951,187)
Excise tax on redemption of Class A common stock				(583,520)	(583,520)
Net Income (Loss)				164,293	164,293
Balance at Sep. 30, 2023		$ 228		(8,987,606)	(8,987,378)
Balance (in Shares) at Sep. 30, 2023		2,283,976
Balance at Dec. 31, 2023		$ 228		(9,266,105)	(9,265,877)
Balance (in Shares) at Dec. 31, 2023		2,283,976
Accretion of redeemable common stock to redemption value				(189,223)	(189,223)
Net Income (Loss)				(70,160)	(70,160)
Balance at Mar. 31, 2024		$ 228		(9,525,488)	(9,525,260)
Balance (in Shares) at Mar. 31, 2024		2,283,976
Balance at Dec. 31, 2023		$ 228		(9,266,105)	(9,265,877)
Balance (in Shares) at Dec. 31, 2023		2,283,976
Net Income (Loss)					(246,129)
Balance at Sep. 30, 2024		$ 228		(10,133,643)	(10,133,415)
Balance (in Shares) at Sep. 30, 2024		2,283,976
Balance at Mar. 31, 2024		$ 228		(9,525,488)	(9,525,260)
Balance (in Shares) at Mar. 31, 2024		2,283,976
Accretion of redeemable common stock to redemption value				(175,577)	(175,577)
Excise tax on redemption of Class A common stock				(122,198)	(122,198)
Net Income (Loss)				(95,272)	(95,272)
Balance at Jun. 30, 2024		$ 228		(9,918,535)	(9,918,307)
Balance (in Shares) at Jun. 30, 2024		2,283,976
Accretion of redeemable common stock to redemption value				(134,411)	(134,411)
Net Income (Loss)				(80,697)	(80,697)
Balance at Sep. 30, 2024		$ 228		$ (10,133,643)	$ (10,133,415)
Balance (in Shares) at Sep. 30, 2024		2,283,976
[1]At December 31, 2021, included up to 281,250 shares of common stock subject to forfeiture if the over -allotment

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (246,129)	$ (39,380)	$ (54,322)	$ (2,390,719)
Adjustments to reconcile net loss to net cash used in operating activities:
Income on investments held in Trust Account	(699,861)	(1,855,102)	(2,168,659)	(1,121,159)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(19,417)	(17,121)	24,167	307,633
Due to affiliates	90,000	58,000	88,000	125,990
Accounts payable and accrued expenses	(73,624)	973,107	1,027,499	1,818,627
Franchise tax payable	(51,573)	172,771	(83,384)	102,634
Income taxes payable	70,828	7,489	(180,688)	180,688
Net cash used in operating activities	(929,776)	(700,236)	(1,347,387)	(976,306)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account		(750,000)	(750,000)	(3,822,397)
Notes receivable - related party		(124,166)	(124,166)
Repayment of notes receivable - related party		124,166	124,166
Cash withdrawn from Trust Account in connection with redemption	12,219,791	42,636,600	58,351,987
Cash withdrawn from Trust Account to pay franchise and income taxes	19,173		442,599	298,414
Net cash provided by investing activities	12,238,964	41,886,600	58,044,586	(3,523,983)
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of common stock - due to stockholders	(12,219,791)	(42,636,600)	(58,351,987)
Payment of offering costs				(45,541)
Proceeds from exercise of over-allotment option				2,276,860
Proceeds from sale of private units to sponsor				45,540
Proceeds from convertible promissory note – related party		1,234,934	1,299,934	1,545,537
Proceeds from working capital loans – related party	743,579
Net cash used in financing activities	(11,476,212)	(41,401,666)	(57,052,053)	3,822,396
NET CHANGE IN CASH AND RESTRICTED CASH	(167,024)	(215,302)	(354,854)	(677,893)
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD	168,209	523,063	523,063	1,200,956
CASH AND RESTRICTED CASH, END OF PERIOD	1,185	307,761	168,209	523,063
CASH AND RESTRICTED CASH, END OF PERIOD
Cash	1,185	94,579	6,760	309,881
Restricted cash		213,182	161,449	213,182
CASH AND RESTRICTED CASH, END OF PERIOD	1,185	307,761	168,209	523,063
Cash paid during the year for:
Income taxes	12,610		188,177
Franchise taxes	168,785		306,155	85,232
Supplemental disclosure on noncash activities:
Accretion for redeemable common stock to redemption value	499,211	2,424,842	2,688,399	2,435,776
Deferred underwriting commission payable				79,690
Excise tax on redemption of Class A common stock	122,198	583,520	$ 583,520
Due to stockholders for redemption of Common Stock		$ 15,715,387

Description of Organization and

Description of Organization and Business Operations and Liquidity	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Description of Organization and Business Operations and Liquidity [Abstract]
Description of Organization and Business Operations and Liquidity	Note 1 — Description of Organization and Business Operations and Liquidity Welsbach Technology Metals Acquisition Corp. (the “Company” or “WTMA”) was incorporated in Delaware on May 27, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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. The Company has one subsidiary, WTMA Merger Subsidiary Corp. (the “Merger Sub”), a direct wholly owned subsidiary of the Company incorporated in the state of Delaware on October 19, 2022. As of September As of September -operating Simultaneously with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”) generating gross proceeds of $3,475,000, which is described in Note 4. The Company granted the underwriters a 45 -day -allotment -allotment -allotment Upon the closing of the over -allotment -allotment -allotment Offering costs for the IPO and underwriters’ partial exercise of the over -allotment Following the closing of the IPO, $75,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed 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 of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a -7 -bearing The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10 -S99 -20 -10-S99 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20.0% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment. The Company initially had until September 30, 2022 to complete a Business Combination, 9 months following the consummation of the Company’s IPO, and further extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate a Business Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation and the trust agreement. The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended for a period of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $772,769 into the Trust Account on September 27, 2022 in accordance with the Company’s amended and restated certificate of incorporation. Subsequently, the period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended for a period of 3 months from December 30, 2022 to March 30, 2023 upon the deposit of $772,769 into the Trust Account on December 23, 2022. On March 24, 2023, the Company held a special meeting of its stockholders. In connection with the votes to approve the March Extensions (defined below), the stockholders approved the proposal to amend the Company’s charter by allowing the Company to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”) for up to an additional six months, from March 30, 2023 to up to September 30, 2023, by depositing into the Trust Account $125,000 for each additional one month extension (the “Extension Payment”) in exchange for a non -interest The Company and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated March 24, 2023, by and between Continental Stock Transfer & Trust Company and the Company allowing the Company to extend the Combination Period for up to an additional six months, from March 30, 2023 to up to September 30, 2023 (the “March Extensions”), by depositing into the trust account the Extension Payment each additional one month extension in exchange for an Extension Note. The period of time for the Company to complete a business combination under its amended and restated certificate of incorporation was further extended for a period of six (6) months from March 30, 2023 to September 30, 2023 upon the deposit of $125,000 into the Trust Account on March 28, 2023, April 27, 2023, May 26, 2023, June 29, 2023, August 1, 2023 and August 29, 2023 in accordance with the Company’s amended and restated certificate of incorporation. On March 24, 2023, holders of 4,097,964 On April 10, 2023, $42.6 million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s stockholders held on March 24, 2023 in connection with the vote to approve the March Extensions. On September 11, 2023, the Company issued a press release to announce that it had entered into a non -binding On September 29, 2023, the Company held a special meeting of its stockholders. The stockholders approved the proposal to amend (the “September Charter Amendment”) the Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional nine months, from September 30, 2023, to up to June 30, 2024 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination Period for up to an additional nine months, from September 30, 2023, to up to June 30, 2024 (the “September Trust Amendment” and together with the September Charter Amendment, the “September Extensions”), for no contribution to the trust account. In connection with the votes to approve the September Extensions, the holders of 1,456,871 On October 9, 2023, the Company received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) for continued listing on Nasdaq. Under the Rule, the Company is required to maintain at least 400 total holders (the “Total Holder Requirement”). The Notice indicates that the Company has 45 calendar days (the “Deadline”) to submit a plan (the “Compliance Plan”) to regain compliance with the Rule. If Nasdaq accepts the Compliance Plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance. On November 12, 2023 the Company received an extension to regain compliance with the Rule on or before April 8, 2024. As of April 5, 2024, the Company has received e -mail On October 16, 2023, the board of directors (the “Board”) of the Company appointed Mr. Andrew Switaj and Mr. Dominik Michael Oggenfuss (each, a “New Director”) as directors of the Company (the “Appointment”), effective immediately. In connection with the Appointment, the Board authorized the Company to enter into indemnity agreements with each New Director (the “Indemnity Agreements”). The Company and each New Director consented to and executed the Indemnity Agreements on October 16, 2023. On November 8, 2023, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S. government treasury obligations held in the Trust Account and placed all funds in the Trust Account in an interest -bearing On January 25, 2024, the Company issued a press release to announce that it had entered into a non -binding On March 18, 2024, Ms. Emily King resigned from her position as director, and a member of the Audit Committee and Compensation Committee of the Board of Directors of the Company, effective immediately March 18, 2024 and Mr. Andrew Switaj resigned from his position as director, and a member of the Audit Committee and Compensation Committee of the Board of Directors of the Company, effective immediately March 18, 2024. Neither Ms. King’s nor Mr. Switaj’s resignation is a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. On March 22, 2024, the Company issued a press release to announce that it had entered into a binding letter of intent with Evolution Metals LLC, a Delaware company (“EM” or the “Target”) for a potential business combination. On April 1, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, the Merger Sub, and EM. Upon the terms and subject to the conditions set forth in this Merger Agreement, the Company, Merger Sub and the EM (Merger Sub and EM sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into EM, with EM being the surviving corporation in the Merger. The Merger shall be consummated in accordance with the Merger Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent Corporations in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”),. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and EM, as the surviving corporation of the Merger (hereinafter the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of the Company. The Company will immediately be renamed Evolution Metals & Technologies Corp. On April 5, 2024, the Company has received e -mail On April 18, 2024, the Company moved its principal office address to 4422 N. Ravenswood Ave #1025, Chicago, Illinois 60640. The Company also changed its telephone number to 251 -280-1980 On June 17, 2024, the Company received a letter from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company no longer complies with Nasdaq’s independent director, audit committee, and compensation committee requirements as set forth in Listing Rule 5605 due to the resignations of Ms. Emily King and Mr. Andrew Switaj from the Company’s board, audit committee, and compensation committee on March 18, 2024. Since the Notice, on July On June 28, 2024, the Company held a special meeting of its stockholders. The stockholders approved the proposal to amend (the “June Charter Amendment”) the Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional twelve months, from June 30, 2024, to up to June 30, 2025 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination Period for up to an additional twelve months, from June 30, 2024, to up to June 30, 2025 (the “June Trust Amendment” and together with the June Charter Amendment, the “June Extensions”). In connection with the votes to approve the June Extension, the holders of 1,090,062 The Sponsor and the Company have entered into Non -Redemption -Redeemed On July In connection with the Appointment, the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity Agreement”). The Company and New Director consented to and executed the Indemnity Agreement on July In exchange for New Director’s service on the Board, the Board further authorized the Company to enter into certain agreements with the New Director (the “Share Compensation Agreement”). The Company and New Director consented to and executed the Share Compensation Agreement on July Upon the satisfaction of the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no later than two (2) business days following the closing of the Initial Business Combination) the Promised Securities to New Director (or his/her Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions on transfer imposed by the securities laws. The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to New Director (or his/her Permitted Transferees) in accordance with the foregoing. On July In connection with the Appointment, the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity Agreement”). The Company and New Director consented to and executed the Indemnity Agreement on July In exchange for New Director’s service on the Board, the Board further authorized the Company to enter into certain agreements with the New Director (the “Share Compensation Agreement”). The Company and New Director consented to and executed the Share Compensation Agreement on July Upon the satisfaction of the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no later than two (2) business days following the closing of the Initial Business Combination) the Promised Securities to Director (or his/her Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions on transfer imposed by the securities laws. The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to Director (or his/her Permitted Transferees) in accordance with the foregoing. As a result of the appointment of Mr. On August -money -going The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Risks and Uncertainties Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID -19 On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% Excise Tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination, but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January For the nine months ended September -1 As such the Company has recorded a 1% excise tax liability in the amount of $705,718 and $583,520 on the Company’s condensed consolidated balance sheets as of September -in -in Going Concern, Liquidity and Capital Resources As of September Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates of the costs of identifying a target business, undertaking in -depth The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014 -15	Note 1 — Description of Organization and Business Operations and Liquidity Welsbach Technology Metals Acquisition Corp. (the “Company”) was incorporated in Delaware on May 27, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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. The Company has one subsidiary, WTMA Merger Subsidiary Corp., a direct wholly owned subsidiary of the Company incorporated in the state of Delaware on October 19, 2022. As of December 31, 2023, the subsidiary had no activity. As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating Simultaneously with the closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”) generating gross proceeds of $3,475,000, which is described in Note 4. The Company granted the underwriters a 45 -day -allotment -allotment -allotment Upon the closing of the over -allotment -allotment -allotment Offering costs for the IPO and underwriters’ partial exercise of the over -allotment Following the closing of the IPO, $75,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed 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 of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S. government treasury obligations held in the Trust Account and placed all funds in the Trust Account in an interest -bearing The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature, which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10 -S99 -20 -10-S99 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20.0% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors and other holders of Founders Shares (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment. The Company initially had until September 30, 2022 to complete a Business Combination, 9 months following the consummation of the Company’s IPO, and further extended, as described below, to 12 and 15 months following the IPO, as the Sponsor extended the period of time to consummate a Business Combination two times by an additional three months, pursuant to the terms of the Company’s Certificate of Incorporation and the trust agreement. The Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended for a period of 3 months from September 30, 2022 to December 30, 2022 upon the deposit of $772,769 into the Trust Account on September 27, 2022 in accordance with the Company’s amended and restated certificate of incorporation. Subsequently, the period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been extended for a period of 3 months from December 30, 2022 to March 30, 2023 upon the deposit of $772,769 into the Trust Account on December 23, 2022. On March 24, 2023, the Company held a special meeting of its stockholders. In connection with the votes to approve the March Extensions (defined below), the stockholders approved the proposal to amend the Company’s charter by allowing the Company to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”) for up to an additional six months, from March 30, 2023 to up to September 30, 2023, by depositing into the Trust Account $125,000 for each additional one month extension (the “Extension Payment”) in exchange for a non -interest of the holder, in full or in part, into units at a price of $10.00 per unit, which units will be identical to the private placement units issued in connection with the initial public offering of the Company’s units and repayable upon closing of a business combination (the “Extension Note”). The Company and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated March 24, 2023, by and between Continental Stock Transfer & Trust Company and the Company allowing the Company to extend the Combination Period for up to an additional six months, from March 30, 2023 to up to September 30, 2023 (the “March Extensions”), by depositing into the trust account the Extension Payment each additional one month extension in exchange for an Extension Note. The period of time for the Company to complete a business combination under its amended and restated certificate of incorporation has been further extended for a period of six (6) months from March 30, 2023 to September 30, 2023 upon the deposit of $125,000 into the Trust Account on March 28, 2023, April 27, 2023, May 26, 2023, June 29, 2023, August 1, 2023 and August 29, 2023 in accordance with the Company’s amended and restated certificate of incorporation. On March 24, 2023, holders of 4,097,964 On April 10, 2023, $42.6 million was disbursed to holders of shares exercising their right to redeem at the special meeting of the Company’s stockholders held on March 24, 2023 in connection with the vote to approve the March Extensions. On September 11, 2023, the Company issued a press release to announce that it had entered into a non -binding On September 29, 2023, the Company held a special meeting of its stockholders. The stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s charter by allowing the Company to extend the Combination Period with a target for up to an additional nine months, from September 30, 2023, to up to June 30, 2024 and proposal to amend the Trust Agreement, allowing the Company to extend the Combination Period for up to an additional nine months, from September 30, 2023, to up to June 30, 2024 (the “Trust Amendment” and together with the Charter Amendment, the “September Extensions”), for no contribution to the trust account. In connection with the votes to approve the September Extensions, the holders of 1,456,871 On October 9, 2023, the Company received a letter (the “Notice”) from the Nasdaq Listing Qualifications department of Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2) (the “Rule”) for continued listing on Nasdaq. Under the Rule, the Company is required to maintain at least 400 total holders (the “Total Holder Requirement”). The Notice indicates that the Company has 45 calendar days (the “Deadline”) to submit a plan (the “Compliance Plan”) to regain compliance with the Rule. If Nasdaq accepts the Compliance Plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance. On November 12, 2023 the Company received an extension to regain compliance with the Rule on or before April 8, 2024. As of April 5, 2024, the Company has received e -mail On October 16, 2023, the board of directors (the “Board”) of the Company appointed Mr. Andrew Switaj and Mr. Dominik Michael Oggenfuss (each, a “New Director”) as directors of the Company (the “Appointment”), effective immediately. In connection with the Appointment, the Board authorized the Company to enter into indemnity agreements with each New Director (the “Indemnity Agreements”). The Company and each New Director consented to and executed the Indemnity Agreements on October 16, 2023. On November 8, 2023, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company liquidated the U.S. government treasury obligations held in the Trust Account and placed all funds in the Trust Account in an interest -bearing The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Risks and Uncertainties Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID -19 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On March 24, 2023 and September 29, 2023, the Company’s stockholders redeemed 4,097,964 and 1,456,871 Common shares for a total of $42,636,600 and $15,715,387, respectively. 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 event(s) 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 excise tax is determined at year end based on events that occurred during the year. The excise tax is representative of a contingent liability that is probable of occurring due to the extension to June 30, 2024, past the end of the Company’s current year reporting period. The Company would be required to record a liability in the amount of the excise tax liability which would be calculated as 1% of the shares redeemed during the reporting period. This position would be reviewed at the end of each reporting period for any change in fact. If the SPAC were to completely liquidates and dissolves (within the meaning of § 1.331 -1 As such the Company has recorded a 1% excise tax liability in the amount of $583,520 on the Company’s consolidated balance sheets as of December 31, 2023. The liability does not impact the Company’s consolidated statements of operations and is offset against additional paid -in -in Going Concern, Liquidity and Capital Resources As of December 31, 2023, the Company had operating cash of $6,760, restricted cash of $161,449 (excess permitted withdrawal), and a working capital deficit of $6,641,187. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company has no revenue, and its business plan is dependent on the completion of a Business Combination within the Combination Period. If the Company is unable to compete a Business Combination within the Combination Period, it must liquidate. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period of time, which is considered to be one year from the issuance date of the consolidated financial statements. Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates of the costs of identifying a target business, undertaking in -depth The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014 -15

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. 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 Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly -owned Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Restricted Cash For the nine months ended September 30, 2024, the Company had $12,219,791 withdrawals from the Trust Account in connection with redemptions and had withdrawn $19,173 from the Trust Account for the purpose of paying the Company’s franchise and income taxes. From inception through September 30, 2024, the Company has withdrawn a total of $760,186 from the Trust Account for taxes of which was already utilized to pay for franchise and income taxes. From inception through December 31, 2023, the Company has withdrawn a total of $741,013 from the Trust Account for taxes of which $579,564 was already utilized to pay for franchise and income taxes. As of December 31, 2023, there was restricted cash balances of $161,449, which were utilized to pay the outstanding franchise and income taxes. Cash and investments Held in Trust Account On September 30, 2024 and December 31, 2023, substantially all of the assets held in Trust Account were held in cash. The Company’s cash held in the Trust Account are classified as restricted cash asset. Any investments held in the Trust Account classified as trading securities such as money market funds and treasury bills are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the IPO and over-allotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218, which was charged against additional paid -in -allotment -in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of September 30, 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short -term Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (79.46)% and (268.30)% for the three months ended September 30, 2024 and 2023, respectively, (40.40)% and 0% for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2024 and 2023, respectively, primarily due to the valuation allowance on the deferred tax assets and merger and acquisition costs treated as permanent differences. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed consolidated financial statements and prescribes a recognition threshold and measurement process for unaudited condensed consolidated financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On March 24, 2023, in connection with the votes to approve the March Extensions, the holders of 4,097,964 On September On June Accordingly, 1,082,789 and 2,172,851 Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in The shares of common stock reflected on the unaudited condensed consolidated balance sheets are reconciled on the following table: Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 23,850,678 Less: Redemption of Common Stock (12,219,791 ) Plus: Accretion of carrying value to redemption value 499,211 Redeemable ordinary shares subject to possible redemption at September 30, 2024 $ 12,130,098 Net (Loss) Income per Common Share The Company computes (loss) income per share in accordance with ASC 260 -10-45 Diluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive (loss) income per share excludes all potential common shares if their effect is anti -dilutive -dilutive The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (25,953 ) $ (54,744 ) $ 100,498 $ 63,795 $ (108,443 ) $ (137,686 ) $ (26,772 ) $ (12,608 ) Denominator: Basic and diluted weighted average shares outstanding 1,082,789 2,283,976 3,598,051 2,283,976 1,798,888 2,283,976 4,849,939 2,283,976 Basic and diluted net (loss) income per common share $ (0.02 ) $ (0.02 ) $ 0.03 $ 0.03 $ (0.06 ) $ (0.06 ) $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements for the period ended September 30, 2024.	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly -owned Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Restricted Cash As of December 31, 2023, the Company had withdrawn $58,351,987 from Trust Account in connection with redemptions. For the year ended December 31, 2022, the Company had withdrawn $298,414 from the trust account for the purpose of paying the Company’s franchise and income taxes. In the fourth quarter of 2022, the Company partially used the amount to pay $85,232 of franchise taxes. The balance of $213,182 was recorded by the Company as an excess permitted withdrawal from the Company’s trust account and as restricted cash, to be utilized to pay outstanding franchise and income taxes. In connection with the issuance of the Extension Note on July 30, 2023, the Company’s independent directors were informed that certain amounts of restricted cash had been used to make payments to vendors for services provided to the Company, and were advanced to the Sponsor in order for the Sponsor to have sufficient liquidity to fund the Extension Note previously announced by the Company on the Current Report on Form 8 -K Through December 31, 2023, the Company has withdrawn a total of $741,013 from the Trust Account for taxes of which $579,564 was already utilized to pay for franchise and income taxes. As of December 31, 2023 and 2022, there are restricted cash balances of $161,449 and $213,182, respectively, which will be utilized to pay the outstanding franchise and income taxes. Investment Held in Trust Account At December 31, 2023, substantially all of the assets held in Trust Account were held in cash. At December 31, 2022, substantially all of the assets held in Trust Account were held in mutual funds which are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs associated with the IPO and over-allotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218, which was charged against additional paid -in -allotment -in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short -term Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.00% and 8.18% for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2023 and 2022, respectively, primarily due to the valuation allowance on the deferred tax assets and merger and acquisition costs treated as permanent differences. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events On March 24, 2023, in connection with the votes to approve the March Extensions, the holders of 4,097,964 On September 29, 2023, in connection with the votes to approve the September Extensions, the holders of 1,456,871 Accordingly, 2,172,851 and 7,727,686 Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in The shares of common stock reflected on the consolidated balance sheets are reconciled on the following table: Gross proceeds $ 77,276,860 Less: Fair value of Public Rights at issuance (2,627,413 ) Public shares issuance costs (4,626,437 ) Plus: Accretion of carrying value to redemption value 9,491,256 Redeemable ordinary shares subject to possible redemption at December 31, 2022 79,514,266 Less: Redemptions (58,351,987 ) Plus: Accretion of carrying value to redemption value 2,688,399 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 23,850,678 Net Loss per Common Share The Company computes loss per share in accordance with ASC 260 -10-45 Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti -dilutive -dilutive The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Non- Redeemable Non- Basic and diluted net loss per common share Numerator: Allocation of net loss $ (35,114 ) (19,208 ) $ (1,845,282 ) $ (545,437 ) Denominator: Basic and diluted weighted average shares outstanding 4,175,166 2,283,976 7,719,577 2,281,786 Basic and diluted net loss per common share $ (0.01 ) (0.01 ) $ (0.24 ) $ (0.24 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements for the year ended December 31, 2023.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Initial Public Offering and Over-Allotment [Abstract]
Initial Public Offering and Over-Allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right to receive one -tenth The Company granted the underwriters a 45 -day -allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right to receive one -tenth The Company granted the underwriters a 45 -day -allotment

Private Placement

Private Placement	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement On December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of common stock and one right to receive one -tenth On January 14, 2022, the Company consummated the sale of an additional 4,554 Private Placement Units, at $10.00 per Private Placement Unit for an aggregate purchase price of $45,540. A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.	Note 4 — Private Placement On December 27, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale of 347,500 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,475,000. Each Private Placement Unit consists of one share of common stock and one right to receive one -tenth On January 14, 2022, the Company consummated the sale of an additional 4,554 Private Placement Units, at $10.00 per Private Placement Unit for an aggregate purchase price of $45,540. A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will be worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On June 25, 2021, the Sponsor purchased 1,437,500 -allotment -allotment The Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) nine months after the date of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Due to Affiliates On December 31, 2021, the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units. On January 14, 2022, the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise of the over -allotment For the period ended September 30, 2024, the Company expensed a total of $90,000 for support services from the Sponsor of which amount was reported as due to affiliates. For the year ended December 31, 2023, the Company expensed a total of $120,000 for support services from the Sponsor of which $88,000 was reported as due to affiliates, net of $6,000 payments to the Sponsor and $26,000 reversal of previously accrued support services. As of September 30, 2024 and December 31, 2023, respectively, there were outstanding amounts due to affiliates of $383,663 and $293,663, which will be repaid from Company’s operating account as soon as practicable. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. On July 30, 2023, the Company issued a promissory note (the “Working Capital Note 1”) in the principal amount of $84,000 to the Sponsor in exchange for cash. The Company drawn an additional $100 from this promissory note which resulted in a total outstanding amount of $84,100. On August 30, 2023, the Company issued a promissory note (the “Working Capital Note 2”) in the principal amount of $378,000 to the Sponsor in exchange for cash. On September 28, 2023, the Company issued a promissory note (the “Working Capital Note 3”) in the principal amount of $22,000 to the Sponsor in exchange for cash. On November 10, 2023, the Company issued a promissory note (the “Working Capital Note 4”) in the principal amount of $50,000 to the Sponsor in exchange for cash. On December 29, 2023, the Company issued a promissory note (the “Working Capital Note 5”) in the principal amount of $15,000 to the Sponsor in exchange for cash. On March 20, 2024, the Company issued a promissory note (the “Working Capital Note 6”) in the principal amount of $373,737 to the Sponsor in exchange for cash. On June 28, 2024, the Company issued a promissory note (the “Working Capital Note 7”) in the principal amount of $177,773 to the Sponsor in exchange for cash. On September Working Capital Note -interest The conversion feature was analyzed under ASC 470 -20 -40 -40 -for-fixed -40-15 ASC 815 -40-25-1 -2 -15-25-1 As of September Convertible Promissory Notes – Related Party On September On December On each of March The Convertible Promissory Notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, convertible into private units of the post -Business -20 -40 -40 -for-fixed -40-15 -40-25-1 -2 -15-25-1 At both September Support Services Commencing on December 27, 2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support services. For the three and nine months ended September 30, 2024, $30,000 and $90,000, respectively, has been expensed related to the agreement and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. For the three and nine months ended September	Note 5 — Related Party Transactions Founder Shares On June 25, 2021, the Sponsor purchased 1,437,500 -allotment -allotment The Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination and (ii) the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction, which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due to Affiliates On December 31, 2021, the Sponsor funded $79,673 in excess of $3,475,000 aggregate purchase price of the Private Placement Units. On January 14, 2022, the Sponsor funded $179,463 in excess of the $45,540 aggregate purchase price of the Private Placement Units sold in conjunction with the exercise of the over -allotment For the year ended December 31, 2023, the Company expensed a total of $120,000 for support services from the Sponsor of which $88,000 was reported as due to affiliates, net of $6,000 payments to the Sponsor and $26,000 reversal of previously accrued support services. On December 31, 2022, the Company expensed a total of $120,000 for support services from the Sponsor and $26,000 for CFO support services of which $26,000 was reported as due to affiliates, net of $120,000 payments to the Sponsor. As of December 31, 2023 and 2022, there were outstanding of $293,663 and $205,663, which will be repaid from Company’s operating account as soon as practicable, respectively. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. On July 30, 2023, the Company issued a promissory note (the “Working Capital Note 1”) in the principal amount of $84,000 to the Sponsor in exchange for cash. On August 30, 2023, the Company issued a promissory note (the “Working Capital Note 2”) in the principal amount of $378,000 to the Sponsor in exchange for cash. On September 28, 2023, the Company issued a promissory note (the “Working Capital Note 3”) in the principal amount of $22,000 to the Sponsor in exchange for cash. On November 10, 2023, the Company issued a promissory note (the “Working Capital Note 4”) in the principal amount of $50,000 to the Sponsor in exchange for cash. On December 29, 2023, the Company issued a promissory note (the “Working Capital Note 5”) and together with Working Capital Note 1, The Working Capital Notes are a non -interest discretion, converted, in full or in part, upon consummation of the Initial Business Combination into additional private units at a price of $10.00 per unit. Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working Capital Notes series not to exceed $1.5 million. The conversion feature was analyzed under ASC 470 -20 -40 -40 -for-fixed -40-15 -40-25-1 -2 -15-25-1 As of December 31, 2023 and 2022, there were $549,100 and $0, respectively, outstanding under the Working Capital Notes. Convertible Promissory Note — Related Party On September 30, 2022, the Company issued a promissory note in the principal amount of $772,769 to the Sponsor in connection with the Extension (Note 1) (“Promissory Note”). The Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon the Conversion. On December 30, 2022, the Company issued a promissory note in the principal amount of $772,769 to the Sponsor in connection with the Extension (Note 1). The Promissory Note bears no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon the Conversion. On March 30, 2023, April 30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor in connection with the Extension (Note 1) in the principal amount of $125,000 for each note. The Promissory Notes bear no interest and shall be payable upon the earlier to occur of (i) upon consummation of the Company’s initial business combination out of the proceeds of the Trust Account released to the Company’s or (ii) at the Sponsor’s discretion, converted, in full or in part, upon consummation of the Company’s business combination into additional private units at a price of $10.00 per unit (the “Conversion”). The Promissory Notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, convertible into private units of the post -Business -20 -40 it fails the net settlement requirement. The embedded conversion feature does qualify as equity under ASC 815 -40 -for-fixed -40-15 -40-25-1 -2 -15-25-1 As of December 31, 2023 and 2022, there were $2,296,371 and $1,545,537, respectively, outstanding under the Promissory Notes. The total convertible promissory notes, including related party loans reported in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, were $2,845,471 and $1,545,537, respectively. Notes Receivable — Related Party On May 25, 2023, the Sponsor issued a promissory note in the principal amount of $125,000 to the Company. The Promissory Note bears no interest, non -convertible As of December 31, 2023, there was no outstanding under the Promissory Note. The foregoing summary of the promissory note is qualified in its entirety by the text of the promissory note, a copy of which is attached as Exhibit 10.2 to the Current Report on Form 8 -K Support Services Commencing on December 27, 2021, the Company entered into an agreement to pay the Sponsor $10,000 per month for the use of office space and administrative support services. For the year ended December 31, 2023, $120,000 has been expensed related to the agreement of which $114,000 is included in due to affiliates in the accompanying consolidated balance sheet. For the year ended December 31, 2022, $120,000 has been expensed and paid related to the agreement.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $1,545,537 in the aggregate. In addition, $0.35 per Unit, or $2,704,690 in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement. Merger Agreement On April 1, 2024, the Company entered into a Merger Agreement by and among the Company, the Merger Sub and EM. The Merger The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur: (i) (ii) (iii) Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. Backstop Agreement The Company’s independent directors were informed that on May 3, 2023, the Company and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor, entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guarantees any deficiency of restricted cash which may exist as of September 30, 2024, and agrees to advance funds as needed to remedy any such deficiency. The foregoing summary of the Backstop Agreement is qualified in its entirety by the text of the Backstop Agreement, a copy of which is attached as Exhibit 10.3 to the Current Report on Form 8 -K Non-redemption Agreement On September 27, 2023 and September 29, 2023, the Sponsor entered into Non -Redemption -Redeemed On June 28, 2024, the Sponsor and the Company have entered into Non -Redemption -Redeemed Advisory Agreement On September 8, 2023 the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”) to provide various advisory services related to extension and closing a transaction. The Company shall make a payment to CCM if the following conditions are met (i) the Extension is approved, (ii) the Extension is for at least six months, (iii) a minimum of $25,000,000 remains in the Trust Account immediately following the Extension and (iv) no more than 500,000 -affiliate -business -Closing -assessable On June 21, 2024, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”) to act as the Company’s capital markets advisor and placement agent in connection with seeking an extension for completing an initial business combination which shall result in the surviving publicly listed post -business -Closing -Closing -affiliate -Closing PIPE Anchor Equity Investment On August -money -going	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting fee of $0.20 per Unit, or $1,545,537 in the aggregate. In addition, $0.35 per Unit, or $2,704,690 in the aggregate will be payable to the underwriters for deferred underwriting commissions, which will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement. Service Provider Agreement From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. Backstop Agreement The Company’s independent directors were informed that on May 3, 2023, the Company and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor, entered into a backstop agreement (the “Backstop Agreement”) pursuant to which the Backstopper guarantees any deficiency of restricted cash which may exist as of December 31, 2023, and agrees to advance funds as needed to remedy any such deficiency. The foregoing summary of the Backstop Agreement is qualified in its entirety by the text of the Backstop Agreement, a copy of which is attached as Exhibit 10.3 to the Current Report on Form 8 -K Non-redemption Agreement On September 27, 2023 and September 29, 2023, the Sponsor entered into Non -Redemption -Redeemed Advisory Agreement On September 8, 2023, the Company engaged J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”) to provide various advisory services related to extension and closing a transaction. The Company shall make a payment to CCM if the following conditions are met (i) the Extension is approved, (ii) the Extension is for at least six months, (iii) a minimum of $25,000,000 remains in the Trust Account immediately following the Extension and (iv) no more than 500,000 -affiliate -business -Closing -assessable

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Stockholders’ Deficit [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Deficit Recapitalization — Common stock	Note 7 — Stockholders’ Deficit Recapitalization — Common stock

Fair Value Measurements

Fair Value Measurements	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2024 and December 31, 2023, the assets held in the Trust Account were held in cash. From inception through September 30, 2024, the Company withdrew $70,571,778 in connection with redemptions of common stock, which includes $2,267,561 of the interest earned on the Trust Account distributed to the stockholders, $760,186 of the interest earned on the Trust Account to pay franchise and income taxes of which no amount is reported as restricted cash on the accompanying consolidated balance sheets. At September 30, 2024 and December 31, 2023 there were no assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.	Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, the assets held in the Trust Account were held in cash. At December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Through December 31, 2023, the Company withdrew $58,351,987 in connection with redemption of common stock, which includes $1,391,640 of the interest earned on the Trust Account distributed to the stockholders, and $741,013 of the interest earned on the Trust Account to pay franchise and income taxes of which $161,449 is reported as restricted cash on the accompanying consolidated balance sheets. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2023 Quoted Significant Significant Assets: Cash and Money Market funds $ — — — December 31, 2022 Quoted Significant Significant Assets: Cash and Mutual funds $ 79,645,156 — —

Subsequent Events

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. Merger Agreement On November Pursuant to the Merger Agreement, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Business Combination”), Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA. In connection with the Closing, WTMA intends to change its name to Evolution Metals & Technologies Corp. (such post -Closing Amendment No. 1 to Merger Agreement On November The Amendment amended and restated certain defined terms in the Merger Agreement and the corresponding consideration schedule in the Company Disclosure Schedule, to clarify that US NewCo will be a holder of membership interests in EM following the proposed merger that is part of the Business Combination. Ancillary Agreements Company Equityholder Support and Lock-up Agreement As a condition and inducement to WTMA’s willingness to enter into the Merger Agreement, William David Wilcox Jr. (the “Company Equityholder”) executed and delivered to WTMA a Support and Lock -up -Up -up -4 -Up -up Sponsor Support and Lock-Up Agreement As a condition and inducement to the EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM an Sponsor Support and Lock -up -up -Up -4 -up On November -owned Pursuant to the Merger Agreement, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Business Combination”), Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA. In connection with the Closing, WTMA intends to change its name to Evolution Metals & Technologies Corp. (such post -Closing	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 25, 2024, the Company issued a press release to announce that it had entered into a non -binding On March 18, 2024, Ms. Emily King resigned from her position as director, and a member of the Audit Committee and Compensation Committee of the of Board of Directors of the Company, effective immediately and Mr. Andrew Switaj resigned from his position as director, and a member of the Audit Committee and Compensation Committee of the Board of Directors of the Company, effective immediately. Neither Ms. King’s nor Mr. Switaj’s resignation is a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. On March 22, 2024, the Company issued a press release to announce that it had entered into a binding letter of intent with EM. On March 29, 2024, the Company issued a press release to announce that it had entered into a business combination agreement with Evolution Metals LLC, a Delaware company (“EM” or the “Target”) for a business combination. On April 5, 2024, the Company has received e -mail

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2023
Income Tax [Abstract]
Income Tax	Note 8 — Income Tax The Company’s net deferred tax asset (liabilities) are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ 52,959 $ — Startup Costs 541,988 383,835 Total deferred tax assets 594,947 383,835 Valuation allowance (594,947 ) (383,835 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, Federal Current $ — $ 180,688 Deferred (211,112 ) (371,080 ) State Current — $ — Deferred — — Change in valuation allowance 211,112 371,080 Income tax provision $ — $ 180,688 As of December 31, 2023 and 2022, the Company had a total of $252,186 and $0, respectively, of U.S. federal net operating loss carry overs available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023, the change in the valuation allowance was $211,112. For the year ended December 31, 2022, the change in the valuation allowance was $371,080. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Permanent book/tax difference (136.08 )% (12.39 )% Prior year – M&A (dead deal costs) 503.71 % 0.00 % Change in valuation allowance (388.63 )% (16.79 )% Income tax provision 0.00 % (8.18 )% The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Events (Unaudited) Subsequent t

Events (Unaudited) Subsequent to the Date of the Independent Auditor's Report	12 Months Ended
	Dec. 31, 2023
Events (Unaudited) Subsequent to the Date of the Independent Auditor
Events (Unaudited) Subsequent to the Date of the Independent Auditor's Report	Note 11 — Events (Unaudited) Subsequent to the Date of the Independent Auditor’s Report On July 12, 2024, the board of directors (the “Board”) of the Company appointed Mr. Matthew Rockett (“New Director”) as a director of the Company (the “Appointment”), effectively immediately. In connection with the Appointment, the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity Agreement”). The Company and New Director consented to and executed the Indemnity Agreement on July 12, 2024. In exchange for New Director’s service on the Board, the Board further authorized the Company to enter into certain agreements with the New Director (the “Share Compensation Agreement”). The Company and New Director consented to and executed the Share Compensation Agreement on July 12, 2024, whereas, the Company, the Sponsor and New Director agrees that the issue by New EM of the Promised Securities shall be subject to the conditions that (i) the Initial Business Combination is consummated; and (ii) New Director (or his/her Permitted Transferees (as such term is defined in section 4.3 of that certain stock escrow agreement, dated December 27, 2021, by and among the Company, the Sponsor, the Company’s officers, directors and other insiders and Continental Stock Transfer & Trust Company, as escrow agent (as it exists on the date hereof, the “Escrow Agreement”)). Upon the satisfaction of the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no later than two (2) business days following the closing of the Initial Business Combination) the Promised Securities to New Director (or his/her Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions on transfer imposed by the securities laws. The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to New Director (or his/her Permitted Transferees) in accordance with the foregoing. On July 19, 2024, the board of directors (the “Board”) of the Company appointed Mr. Justin Werner (“New Director”) as a director of the Company (the “Appointment”), effectively immediately. In connection with the Appointment, the Board authorized the Company to enter into indemnity agreement with the New Director (the “Indemnity Agreement”). The Company and New Director consented to and executed the Indemnity Agreement on July 19, 2024. In exchange for New Director’s service on the Board, the Board further authorized the Company to enter into certain agreements with the New Director (the “Share Compensation Agreement”). The Company and New Director consented to and executed the Share Compensation Agreement on July 19, 2024, whereas, the Company, the Sponsor and New Director agrees that the issue by MergeCo of the Promised Securities shall be subject to the conditions that (i) the Initial Business Combination is consummated; and (ii) New Director (or his/her Permitted Transferees (as such term is defined in section 4.3 of that certain stock escrow agreement, dated December 27, 2021, by and among the Company, the Sponsor, the Company’s officers, directors and other insiders and Continental Stock Transfer & Trust Company, as escrow agent (as it exists on the date hereof, the “Escrow Agreement”)). Upon the satisfaction of the foregoing conditions, as applicable, the Company and the Sponsor shall cause MergeCo to promptly issue (and no later than two (2) business days following the closing of the Initial Business Combination) the Promised Securities to Director (or his/her Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant to the Escrow Agreement, restrictions on transfer imposed by the securities laws. The Sponsor and WTMA covenant and agree to cause MergeCo to facilitate such transfer to Director (or his/her Permitted Transferees) in accordance with the foregoing. As a result of the appointment of Mr. Matthew Rockett and Mr. Justin Werner, on August 1, 2024, the Company received a letter from Nasdaq determining that the Company has now complies with the independent director, audit committee, or compensation committee requirements for continued listing on the Nasdaq Global Market as set forth in Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2). On August 1, 2024, in support of the Business Combination, inter alios, WTMA and EM have entered into a Term Sheet (the “Term Sheet”) with certain legally binding clauses with Broughton Capital Group (“BCG”) for BCG, through a special purpose investment vehicle, to provide an equity investment (“Anchor Equity Investor”) of US$500 million through a private investment in public equity (“PIPE Anchor Equity Investment”) to be consummated concurrently with the Closing at a pre -money -going On September 30, 2024, the Company issued a promissory note (the “Working Capital Note 8”) in the principal amount of $192,069 to the Sponsor in exchange for cash. On December Merger Agreement On November Pursuant to the Merger Agreement, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Business Combination”), Merger Sub will merge with and into EM, with EM surviving as a wholly owned subsidiary of WTMA. In connection with the Closing, WTMA intends to change its name to Evolution Metals & Technologies Corp. (such post -Closing Amendment No. 1 to Merger Agreement On November The Amendment amended and restated certain defined terms in the Merger Agreement and the corresponding consideration schedule in the Company Disclosure Schedule, to clarify that US NewCo will be a holder of membership interests in EM following the proposed merger that is part of the Business Combination. Ancillary Agreements Company Equityholder Support and Lock-up Agreement As a condition and inducement to WTMA’s willingness to enter into the Merger Agreement, Wi lliam David Wilcox -up -Up -up -4 -Up -up Sponsor Support and Lock-Up Agreement As a condition and inducement to the EM’s willingness to enter into the Merger Agreement, the Sponsor executed and delivered to EM an Sponsor Support and Lock -up -up -Up -4 -up On November -owned On November In connection with the Merger Agreement, on November -Up In connection with the Merger Agreement, on November -Up

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. 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	Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly -owned	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly -owned
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Restricted Cash	Restricted Cash For the nine months ended September 30, 2024, the Company had $12,219,791 withdrawals from the Trust Account in connection with redemptions and had withdrawn $19,173 from the Trust Account for the purpose of paying the Company’s franchise and income taxes. From inception through September 30, 2024, the Company has withdrawn a total of $760,186 from the Trust Account for taxes of which was already utilized to pay for franchise and income taxes. From inception through December 31, 2023, the Company has withdrawn a total of $741,013 from the Trust Account for taxes of which $579,564 was already utilized to pay for franchise and income taxes. As of December 31, 2023, there was restricted cash balances of $161,449, which were utilized to pay the outstanding franchise and income taxes.	Restricted Cash As of December 31, 2023, the Company had withdrawn $58,351,987 from Trust Account in connection with redemptions. For the year ended December 31, 2022, the Company had withdrawn $298,414 from the trust account for the purpose of paying the Company’s franchise and income taxes. In the fourth quarter of 2022, the Company partially used the amount to pay $85,232 of franchise taxes. The balance of $213,182 was recorded by the Company as an excess permitted withdrawal from the Company’s trust account and as restricted cash, to be utilized to pay outstanding franchise and income taxes. In connection with the issuance of the Extension Note on July 30, 2023, the Company’s independent directors were informed that certain amounts of restricted cash had been used to make payments to vendors for services provided to the Company, and were advanced to the Sponsor in order for the Sponsor to have sufficient liquidity to fund the Extension Note previously announced by the Company on the Current Report on Form 8 -K Through December 31, 2023, the Company has withdrawn a total of $741,013 from the Trust Account for taxes of which $579,564 was already utilized to pay for franchise and income taxes. As of December 31, 2023 and 2022, there are restricted cash balances of $161,449 and $213,182, respectively, which will be utilized to pay the outstanding franchise and income taxes.
Cash and investments Held in Trust Account	Cash and investments Held in Trust Account On September 30, 2024 and December 31, 2023, substantially all of the assets held in Trust Account were held in cash. The Company’s cash held in the Trust Account are classified as restricted cash asset. Any investments held in the Trust Account classified as trading securities such as money market funds and treasury bills are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.	Investment Held in Trust Account At December 31, 2023, substantially all of the assets held in Trust Account were held in cash. At December 31, 2022, substantially all of the assets held in Trust Account were held in mutual funds which are invested primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs associated with the IPO and over-allotment	Offering Costs associated with the IPO and over-allotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218, which was charged against additional paid -in -allotment -in	Offering Costs associated with the IPO and over-allotment Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs of the IPO amounted to $4,663,218, which was charged against additional paid -in -allotment -in
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of September 30, 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such 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 the ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short -term	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short -term
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (79.46)% and (268.30)% for the three months ended September 30, 2024 and 2023, respectively, (40.40)% and 0% for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2024 and 2023, respectively, primarily due to the valuation allowance on the deferred tax assets and merger and acquisition costs treated as permanent differences. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed consolidated financial statements and prescribes a recognition threshold and measurement process for unaudited condensed consolidated financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 0.00% and 8.18% for the years ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2023 and 2022, respectively, primarily due to the valuation allowance on the deferred tax assets and merger and acquisition costs treated as permanent differences. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On March 24, 2023, in connection with the votes to approve the March Extensions, the holders of 4,097,964 On September On June Accordingly, 1,082,789 and 2,172,851 Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in The shares of common stock reflected on the unaudited condensed consolidated balance sheets are reconciled on the following table: Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 23,850,678 Less: Redemption of Common Stock (12,219,791 ) Plus: Accretion of carrying value to redemption value 499,211 Redeemable ordinary shares subject to possible redemption at September 30, 2024 $ 12,130,098	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events On March 24, 2023, in connection with the votes to approve the March Extensions, the holders of 4,097,964 On September 29, 2023, in connection with the votes to approve the September Extensions, the holders of 1,456,871 Accordingly, 2,172,851 and 7,727,686 Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in The shares of common stock reflected on the consolidated balance sheets are reconciled on the following table: Gross proceeds $ 77,276,860 Less: Fair value of Public Rights at issuance (2,627,413 ) Public shares issuance costs (4,626,437 ) Plus: Accretion of carrying value to redemption value 9,491,256 Redeemable ordinary shares subject to possible redemption at December 31, 2022 79,514,266 Less: Redemptions (58,351,987 ) Plus: Accretion of carrying value to redemption value 2,688,399 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 23,850,678
Net (Loss) Income per Common Share	Net (Loss) Income per Common Share The Company computes (loss) income per share in accordance with ASC 260 -10-45 Diluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive (loss) income per share excludes all potential common shares if their effect is anti -dilutive -dilutive The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (25,953 ) $ (54,744 ) $ 100,498 $ 63,795 $ (108,443 ) $ (137,686 ) $ (26,772 ) $ (12,608 ) Denominator: Basic and diluted weighted average shares outstanding 1,082,789 2,283,976 3,598,051 2,283,976 1,798,888 2,283,976 4,849,939 2,283,976 Basic and diluted net (loss) income per common share $ (0.02 ) $ (0.02 ) $ 0.03 $ 0.03 $ (0.06 ) $ (0.06 ) $ (0.01 ) $ (0.01 )	Net Loss per Common Share The Company computes loss per share in accordance with ASC 260 -10-45 Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti -dilutive -dilutive The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Non- Redeemable Non- Basic and diluted net loss per common share Numerator: Allocation of net loss $ (35,114 ) (19,208 ) $ (1,845,282 ) $ (545,437 ) Denominator: Basic and diluted weighted average shares outstanding 4,175,166 2,283,976 7,719,577 2,281,786 Basic and diluted net loss per common share $ (0.01 ) (0.01 ) $ (0.24 ) $ (0.24 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023 -09 -09 -09 -09 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements for the period ended September 30, 2024.	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements for the year ended December 31, 2023.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Common Stock Reflected on the Unaudited Condensed Consolidated Balance Sheets	The shares of common stock reflected on the unaudited condensed consolidated balance sheets are reconciled on the following table: Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 23,850,678 Less: Redemption of Common Stock (12,219,791 ) Plus: Accretion of carrying value to redemption value 499,211 Redeemable ordinary shares subject to possible redemption at September 30, 2024 $ 12,130,098	The shares of common stock reflected on the consolidated balance sheets are reconciled on the following table: Gross proceeds $ 77,276,860 Less: Fair value of Public Rights at issuance (2,627,413 ) Public shares issuance costs (4,626,437 ) Plus: Accretion of carrying value to redemption value 9,491,256 Redeemable ordinary shares subject to possible redemption at December 31, 2022 79,514,266 Less: Redemptions (58,351,987 ) Plus: Accretion of carrying value to redemption value 2,688,399 Redeemable ordinary shares subject to possible redemption at December 31, 2023 $ 23,850,678
Schedule of Basic and Diluted Net (Loss) Income Per Common Share	The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (25,953 ) $ (54,744 ) $ 100,498 $ 63,795 $ (108,443 ) $ (137,686 ) $ (26,772 ) $ (12,608 ) Denominator: Basic and diluted weighted average shares outstanding 1,082,789 2,283,976 3,598,051 2,283,976 1,798,888 2,283,976 4,849,939 2,283,976 Basic and diluted net (loss) income per common share $ (0.02 ) $ (0.02 ) $ 0.03 $ 0.03 $ (0.06 ) $ (0.06 ) $ (0.01 ) $ (0.01 )	The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Non- Redeemable Non- Basic and diluted net loss per common share Numerator: Allocation of net loss $ (35,114 ) (19,208 ) $ (1,845,282 ) $ (545,437 ) Denominator: Basic and diluted weighted average shares outstanding 4,175,166 2,283,976 7,719,577 2,281,786 Basic and diluted net loss per common share $ (0.01 ) (0.01 ) $ (0.24 ) $ (0.24 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Significant Significant Assets: Cash and Money Market funds $ — — — Quoted Significant Significant Assets: Cash and Mutual funds $ 79,645,156 — —

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax [Abstract]
Schedule of Net Deferred Tax Asset (Liabilities)	The Company’s net deferred tax asset (liabilities) are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ 52,959 $ — Startup Costs 541,988 383,835 Total deferred tax assets 594,947 383,835 Valuation allowance (594,947 ) (383,835 ) Deferred tax assets, net of allowance $ — $ —
Schedule of Income Tax Provision	The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, Federal Current $ — $ 180,688 Deferred (211,112 ) (371,080 ) State Current — $ — Deferred — — Change in valuation allowance 211,112 371,080 Income tax provision $ — $ 180,688
Schedule of Reconciliation of the Federal Income Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Permanent book/tax difference (136.08 )% (12.39 )% Prior year – M&A (dead deal costs) 503.71 % 0.00 % Change in valuation allowance (388.63 )% (16.79 )% Income tax provision 0.00 % (8.18 )%

Description of Organization a_2

Description of Organization and Business Operations and Liquidity (Details) - USD ($)												1 Months Ended		3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
	Jun. 28, 2024	Sep. 29, 2023	Apr. 10, 2023	Mar. 24, 2023	Aug. 16, 2022	Jan. 14, 2022	Jan. 14, 2022	Dec. 31, 2021	Dec. 30, 2021	Dec. 27, 2021	Oct. 13, 2021	Dec. 23, 2022	Sep. 27, 2022	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 01, 2024	Aug. 29, 2023	Aug. 01, 2023	Jun. 29, 2023	May 26, 2023	Apr. 27, 2023	Mar. 28, 2023	Jan. 31, 2022
Description of Organization and Business Operations and Liquidity [Line Items]
incorporated date																		May 27, 2021
Shares issued (in Shares)																		1,125,000
Gross proceeds																					$ 77,276,860
Gross proceeds of private placement																					45,540
Underwriters option period																		45 days
Exercised shares (in Shares)		1,456,871		4,097,964
Gross proceeds from option exercised																					2,276,860
Deferred underwriting fees payable														$ 2,704,690				$ 2,704,690		$ 2,704,690	$ 2,704,690
Investment maturity days																		185 days
Share price (in Dollars per share)														$ 10				$ 10		$ 10
Net tangible assets														$ 5,000,001				$ 5,000,001
Percentage of public share sold in IPO														20%				20%
Percentage of obligation to redeem public shares														100%				100%
Dissolution expenses																		$ 100,000		$ 100,000
Deposit into trust account												$ 772,769	$ 772,769
Deposit trust account				$ 125,000
Cash redemption price (in Dollars per share)		$ 10.79		$ 10.4										$ 11.08				$ 11.08		$ 10.98	$ 10.29
Aggregate redemption amount		$ 15,700,000		$ 42,600,000
Pre-money enterprise valuation amount																						$ 6,200,000,000
U.S. federal tax rate					1%									21%	21%			21%	21%	21%	21%
Percentage of excise tax				1%	1%													1%		1%
Percentage of interest and penalties																10%
Percentage of underpayment penalty																5%
Total liability percentage																25%
Percentage of shares redeemed																		1%
Excise tax liability														$ 705,718				$ 705,718		$ 583,520
Cash														1,185				1,185		$ 6,760	$ 309,881
Working capital deficit														7,528,753				7,528,753
Shares issued units (in Shares)																				1,125,000
Underwriting fees														1,545,537				1,545,537		$ 1,545,537
Percentage of outstanding																				50%
Net tangible assets																				$ 5,000,001
Common stock percentage																				20%
Company’s obligation to redeem percentage																				100%
Deposits into trust account												$ 772,769	$ 772,769
Shares exercising price			$ 42,600,000
Stockholders redeemed Common shares (in Shares)		1,456,871		4,097,964
Redeemed common shares, value		$ 15,715,387		$ 42,636,600
Restricted cash															$ 213,182		$ 213,182		$ 213,182	$ 161,449	$ 213,182
Working capital deficit																				$ 6,641,187
Rights [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Number of issued per unit (in Shares)									1
Domestic Corporation [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
U.S. federal tax rate					1%
Common Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Exercised shares (in Shares)				4,097,964		224,328	224,328
Cash redemption price (in Dollars per share)				$ 10.4
Redeemed shares (in Shares)																		1,090,062		5,554,835
Redeemed shares, value																		$ 12,219,791		$ 58,351,987
Trust Account [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Deposit into trust account				$ 80,400,000
Trust Account [Member] | Common Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Deposit into trust account				$ 37,800,000
Business Combination [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Number of issued per unit (in Shares)									1
Deferred underwriting fees payable														$ 2,704,690				$ 2,704,690
Deferred underwriting fee payable																				$ 2,704,690
Percentage of aggregate fair market value																		80%		80%
Percentage of outstanding voting securities														50%				50%
Deposit into trust account																							$ 125,000	$ 125,000	$ 125,000	$ 125,000	$ 125,000	$ 125,000
Trust account per shares (in Dollars per share)																				$ 10
Business Combination [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Deposit into trust account																							$ 125,000	$ 125,000	$ 125,000	$ 125,000	$ 125,000	$ 125,000
March Extensions [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Exercised shares (in Shares)				4,097,964
Exercised shares			$ 42,600,000
Share price (in Dollars per share)				$ 10
Deposit trust account																	$ 125,000
Aggregate redemption amount				$ 42,600,000
September Extensions [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Exercised shares (in Shares)		1,456,871
Cash redemption price (in Dollars per share)		$ 10.79
Aggregate redemption amount		$ 15,700,000
June Extension [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Exercised shares (in Shares)	1,090,062
Deposit into trust account	$ 12,060,000
Cash redemption price (in Dollars per share)	$ 11.21
Aggregate redemption amount	$ 12,220,000
Anchor Equity Investor [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Equity investment																						500,000,000
IPO [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Shares issued (in Shares)									7,500,000
Shares issued price per shares (in Dollars per share)														$ 10				$ 10
Gross proceeds									$ 75,000,000									$ 75,000,000
Exercised shares (in Shares)							227,686
Sale of stock units (in Shares)																		7,500,000		7,500,000
Sale of stock price per shares (in Dollars per share)														$ 10				$ 10		$ 10
Exercised shares																		$ 4,788,446
Underwriting fees																		1,545,537
Deferred underwriting fee payable														$ 538,219				538,219
Share price (in Dollars per share)																				$ 10
Net proceeds						$ 77,276,860
Offering cost																				$ 4,788,446
Underwriting fees																				1,545,537
Deferred underwriting fee payable.																				2,704,690
Other costs																				538,219
Sale of net proceeds																				$ 75,000,000
IPO [Member] | Common Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Offering cost														$ 4,663,218				$ 4,663,218
IPO [Member] | Business Combination [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Shares issued price per shares (in Dollars per share)									$ 10
Private Placement [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Shares issued (in Shares)																				347,500
Shares issued price per shares (in Dollars per share)																				$ 10
Gross proceeds of private placement						$ 45,540	$ 45,540			$ 3,475,000
Sale of stock units (in Shares)						4,554	4,554			347,500
Sale of stock price per shares (in Dollars per share)						$ 10	$ 10			$ 10
Share price (in Dollars per share)																				$ 10
Over-Allotment Option [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Shares issued (in Shares)						227,686	227,686											1,125,000		1,125,000
Shares issued price per shares (in Dollars per share)						$ 10	$ 10
Gross proceeds						$ 2,276,860	$ 2,276,860
Gross proceeds of private placement							$ 259,136
Underwriters option period																		45 days
Exercised shares (in Shares)							227,686
Gross proceeds from option exercised							$ 2,276,860
Offering cost																													$ 125,228
Debt Facility [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Debt facility																						$ 6,200,000,000
Trust Account [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Share price (in Dollars per share)														$ 10				$ 10
Deposit into trust account				80,400,000
Trust Account [Member] | Common Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Deposit into trust account				$ 37,800,000
Trust Account [Member] | June Extension [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Deposit into trust account	$ 24,280,000
Trust Account [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Gross proceeds							77,276,860
Sponsor [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Shares issued (in Shares)											2,156,250
Gross proceeds of private placement																		$ 3,475,000		$ 3,475,000
Sponsor [Member] | Private Placement [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Shares issued (in Shares)																		347,500
Shares issued price per shares (in Dollars per share)														$ 10				$ 10
Gross proceeds of private placement							$ 45,540	$ 3,475,000
Investor [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Shares issued (in Shares)																		337,500
Common Stock [Member]
Description of Organization and Business Operations and Liquidity [Line Items]
Number of issued per unit (in Shares)									1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)							3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 28, 2024	Sep. 29, 2023	Mar. 24, 2023	Aug. 16, 2022	Jan. 14, 2022	Jan. 14, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jul. 30, 2023	Jun. 30, 2023	Dec. 23, 2022	Sep. 27, 2022	Jan. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Withdrawals from the trust account									$ 12,219,791	$ 42,636,600	$ 58,351,987
Cash withdrawn from trust account franchise and income taxes									19,173		579,564	298,414
Cash withdrawn from trust account											741,013
Restricted cash balances											$ 161,449	$ 213,182
Effective tax rate							(79.46%)	268.30%	(40.40%)	0%	0%	(8.18%)
Statutory tax rate				1%			21%	21%	21%	21%	21%	21%
Unrecognized tax benefits							$ 0		$ 0		$ 0
Interest and penalties							$ 0	$ 7,489	$ 12,610	$ 7,489
Shares of common stock exercised (in Shares)		1,456,871	4,097,964
Aggregate redemption amount		$ 15,700,000	$ 42,600,000
Held in trust account															$ 772,769	$ 772,769
Shares of common stock subject to possible redemption (in Shares)							1,082,789		1,082,789		2,172,851
Withdrawn from trust account									$ 70,571,778		$ 58,351,987
Payment of franchise taxes												$ 85,232
Restricted cash withdrawal amount								$ 213,182		$ 213,182	161,449	$ 213,182
Withdrawn trust account for taxes											741,013
Franchise and income taxes											$ 579,564
Shares of common stock (in Shares)			4,097,964
Aggregate redemption amount		15,700,000	$ 42,600,000
Shares exercising their right to redeem		$ 1,456,871
Common stock subject to possible redemption (in Shares)							1,082,789		1,082,789		2,172,581
March Extensions [Member]
Summary of Significant Accounting Policies [Line Items]
Shares of common stock exercised (in Shares)			4,097,964
Aggregate redemption amount			$ 42,600,000
September Extensions [Member]
Summary of Significant Accounting Policies [Line Items]
Shares of common stock exercised (in Shares)		1,456,871
Aggregate redemption amount		$ 15,700,000
June Extensions [Member]
Summary of Significant Accounting Policies [Line Items]
Shares of common stock exercised (in Shares)	1,090,062
Aggregate redemption amount	$ 12,220,000
Held in trust account	12,060,000
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Shares of common stock exercised (in Shares)			4,097,964		224,328	224,328
Shares of common stock subject to possible redemption (in Shares)											2,172,851
Common stock subject to possible redemption (in Shares)											2,172,851	7,727,686
Trust Account [Member]
Summary of Significant Accounting Policies [Line Items]
Cash withdrawn from trust account franchise and income taxes									$ 760,186
Held in trust account			$ 80,400,000
Trust Account [Member] | June Extensions [Member]
Summary of Significant Accounting Policies [Line Items]
Held in trust account	$ 24,280,000
Trust Account [Member] | Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Held in trust account			$ 37,800,000
IPO [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs											$ 4,788,446
Shares of common stock exercised (in Shares)						227,686
Offering costs											4,663,218
IPO [Member] | Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs							$ 4,663,218		$ 4,663,218
Over-Allotment Option [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs																	$ 125,228
Shares of common stock exercised (in Shares)						227,686
Offering costs											$ 125,228
Sponsor [Member]
Summary of Significant Accounting Policies [Line Items]
Restricted cash withdrawal amount													$ 213,182	$ 142,851

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Common Stock Reflected on the Unaudited Condensed Consolidated Balance Sheets (Details) - Common Stock Subject to Possible Redemption [Member]	9 Months Ended
	Sep. 30, 2024 USD ($)
Schedule of Common Stock Reflected on the Unaudited Condensed Consolidated Balance Sheets [Line Items]
Redeemable ordinary shares subject to possible redemption at December 31, 2023	$ 23,850,678
Less:
Redemption of Common Stock	(12,219,791)
Plus:
Accretion of carrying value to redemption value	499,211
Redeemable ordinary shares subject to possible redemption at September 30, 2024	$ 12,130,098

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net (Loss) Income Per Common Share (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Redeemable [Member]
Numerator:
Net (loss) income	$ (25,953)	$ 100,498	$ (108,443)	$ (26,772)	$ (35,114)	$ (1,845,282)
Denominator:
Basic weighted average shares outstanding	1,082,789	3,598,051	1,798,888	4,849,939	4,175,166	7,719,577
Diluted weighted average shares outstanding	1,082,789	3,598,051	1,798,888	4,849,939	4,175,166	7,719,577
Basic net (loss) income per common share	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
Diluted net (loss) income per common share	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
Non- redeemable [Member]
Numerator:
Net (loss) income	$ (54,744)	$ 63,795	$ (137,686)	$ (12,608)	$ (19,208)	$ (545,437)
Denominator:
Basic weighted average shares outstanding	2,283,976	2,283,976	2,283,976	2,283,976	2,283,976	2,281,786
Diluted weighted average shares outstanding	2,283,976	2,283,976	2,283,976	2,283,976	2,283,976	2,281,786
Basic net (loss) income per common share	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
Diluted net (loss) income per common share	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details) - $ / shares						9 Months Ended	12 Months Ended
	Sep. 29, 2023	Mar. 24, 2023	Jan. 14, 2022	Jan. 14, 2022	Dec. 30, 2021	Sep. 30, 2024	Dec. 31, 2023	Dec. 27, 2021
Initial Public Offering and Over-Allotment [Line Items]
Number of Shares Issued Per Unit							1
Underwriters option period						45 days
Purchase units						1,125,000
Exercised shares	1,456,871	4,097,964
Right to receive							1
Warrant [Member]
Initial Public Offering and Over-Allotment [Line Items]
Number of Shares Issued Per Unit						1
Common Stock [Member]
Initial Public Offering and Over-Allotment [Line Items]
Number of Shares Issued Per Unit						1		1
IPO [Member]
Initial Public Offering and Over-Allotment [Line Items]
Sale of stock units						7,500,000	7,500,000
Price per unit (in Dollars per share)						$ 10	$ 10
Purchase units					7,500,000
Exercised shares				227,686
Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment [Line Items]
Underwriters option period						45 days
Purchase units			227,686	227,686		1,125,000	1,125,000
Exercised shares				227,686

Private Placement (Details)

Private Placement (Details) - USD ($)				12 Months Ended
	Jan. 14, 2022	Jan. 14, 2022	Dec. 27, 2021	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2024
Private Placement [Line Items]
Gross proceeds (in Dollars)					$ 45,540
Share of common stock				1
Right to receive				1
Aggregate purchase price (in Dollars)	$ 45,540
Rights [Member]
Private Placement [Line Items]
Share of common stock			1
Common Stock [Member]
Private Placement [Line Items]
Share of common stock			1			1
Private Placement [Member]
Private Placement [Line Items]
Sale of additional shares	4,554	4,554	347,500
Private placement transaction price per share (in Dollars per share)	$ 10	$ 10	$ 10
Gross proceeds (in Dollars)	$ 45,540	$ 45,540	$ 3,475,000
Aggregate purchase price (in Dollars)		$ 45,540

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)																								3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 28, 2024	Mar. 20, 2024	Dec. 29, 2023	Nov. 10, 2023	Sep. 28, 2023	Aug. 30, 2023	Jul. 30, 2023	Jul. 03, 2023	Jun. 30, 2023	Jun. 27, 2023	May 30, 2023	May 26, 2023	Apr. 30, 2023	Mar. 30, 2023	Dec. 30, 2022	Sep. 30, 2022	Jan. 14, 2022	Jan. 14, 2022	Dec. 31, 2021	Dec. 27, 2021	Oct. 13, 2021	Jun. 25, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	May 25, 2023
Related Party Transactions [Line Items]
Purchased shares (in Shares)																										1,125,000
Common stock, par value (in Dollars per share)	$ 0.0001																							$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Limited exceptions percentage																										50%		50%
Number of trading days																										20 days
Trading day period commencing after business combination																										30 days
Percentage of remaining founder shares																										50%
Gross proceeds of private placement																													$ 45,540
Related party due to affiliates																												120,000	114,000
Sponsor fees																					$ 10,000							6,000
Accrued support services																												26,000
Repaid amount	$ 383,663																							$ 383,663		$ 383,663		293,663	205,663
Drawn from promissory note								$ 100
Working capital notes exceed amount																										1,500,000
Working capital loans – related party	$ 1,292,679																							$ 1,292,679		1,292,679		$ 549,100
General and administrative expense																									$ 30,000	90,000
Threshold trading days																												20 days
Threshold consecutive trading days																												30 days
Aggregate purchase price																		$ 259,136
Services expense																												$ 120,000	120,000
Due to affiliates																												88,000	26,000
Accrued services																												26,000
Payments to sponsor																													120,000
Working capital loans						$ 1,500,000
Outstanding working capital																												549,100	0
Balance outstanding promissory note																												2,296,371	1,545,537
Repaid amount									$ 99,166		$ 25,000		$ 124,166														$ 124,166	124,166
Private Placement Units [Member]
Related Party Transactions [Line Items]
Working capital loans																										$ 1,500,000		$ 1,500,000
Price per share (in Dollars per share)	$ 10																							$ 10		$ 10		$ 10
Working Capital Note One [Member]
Related Party Transactions [Line Items]
Principal amount								84,000
Principal amount								84,100
Working Capital Note Two [Member]
Related Party Transactions [Line Items]
Principal amount							$ 378,000
Principal amount				$ 15,000	$ 50,000	22,000	378,000
Working Capital Note 3 [Member]
Related Party Transactions [Line Items]
Principal amount						$ 22,000
Working Capital Note 4 [Member]
Related Party Transactions [Line Items]
Principal amount					$ 50,000
Working Capital Note 5 [Member]
Related Party Transactions [Line Items]
Principal amount				$ 15,000
Working Capital Note 6 [Member]
Related Party Transactions [Line Items]
Principal amount			$ 373,737
Working Capital Note 7 [Member]
Related Party Transactions [Line Items]
Principal amount		$ 177,773
Working Capital Note 8 [Member]
Related Party Transactions [Line Items]
Principal amount	$ 192,069
Working Capital Note [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)	$ 10																							10		10		10
First Promissory Note [Member]
Related Party Transactions [Line Items]
Principal amount																	$ 772,769
Promissory Note [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)	10														$ 10		$ 10							10		10		$ 10
Principal amount							125,000	125,000		$ 125,000		$ 125,000		$ 125,000	$ 125,000	$ 772,769	$ 772,769													$ 125,000
Second Promissory Note [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)																	$ 10
Principal amount																$ 772,769
Six Promissory Notes [Member]
Related Party Transactions [Line Items]
Price per share (in Dollars per share)	$ 10																							$ 10		$ 10
Principal amount							$ 125,000	125,000		$ 125,000		$ 125,000		$ 125,000	$ 125,000
CFO [Member]
Related Party Transactions [Line Items]
Services expense																													26,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Issuance of share (in Shares)																						2,156,250
Remaining share percentage																												50%
Business Combination [Member] | Founder Shares [Member]
Related Party Transactions [Line Items]
Common stock adjusted price per share (in Dollars per share)																												$ 12.5
Sponsor [Member]
Related Party Transactions [Line Items]
Purchased shares (in Shares)																						2,156,250
Gross proceeds of private placement																										$ 3,475,000		$ 3,475,000
Related party due to affiliates																												88,000
Due to Affiliates [Member]
Related Party Transactions [Line Items]
Due to affiliates	$ 90,000																	$ 179,463	$ 179,463	$ 79,673				$ 90,000		90,000		114,000
Related party due to affiliates																										90,000		120,000
Repaid amount	383,663																							383,663		383,663		293,663
Related Party [Member]
Related Party Transactions [Line Items]
Convertible promissory notes – related party	$ 2,296,371																							2,296,371		$ 2,296,371		2,296,371
Total convertible promissory notes																												$ 2,845,471	$ 1,545,537
Support Services [Member]
Related Party Transactions [Line Items]
General and administrative expense																								$ 30,000			$ 90,000
Class B Common Stock [Member]
Related Party Transactions [Line Items]
Shares converted (in Shares)																						1.5
Shares of our common stock (in Shares)																						1.5
Issuance of share (in Shares)																						2,156,250
Class B Common Stock [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Purchased shares (in Shares)																						2,156,250	1,437,500
Aggregate price																							$ 25,000
Founder Shares [Member] | Business Combination [Member]
Related Party Transactions [Line Items]
Common stock price per share (in Dollars per share)	$ 12.5																							$ 12.5		$ 12.5
Founder Shares [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Shares forfeited (in Shares)																			224,328
Founder Shares [Member] | Class B Common Stock [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Purchased shares (in Shares)																							1,437,500
Common stock, par value (in Dollars per share)																							$ 0.0001
Aggregate price																							$ 25,000
Shares converted (in Shares)																						1.5
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Purchased shares (in Shares)																		227,686	227,686							1,125,000		1,125,000
Shares forfeited (in Shares)																							281,250
Common stock price per share (in Dollars per share)																		$ 10	$ 10
Gross proceeds of private placement																			$ 259,136
Over-Allotment Option [Member] | Founder Shares [Member]
Related Party Transactions [Line Items]
Forfeiture shares (in Shares)																						281,250
Private Placement [Member]
Related Party Transactions [Line Items]
Purchased shares (in Shares)																												347,500
Common stock price per share (in Dollars per share)																												$ 10
Gross proceeds of private placement																		$ 45,540	45,540		$ 3,475,000
Sponsor funded amount																		179,463		79,673
Aggregate purchase price																		$ 45,540		3,475,000
Private Placement [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Purchased shares (in Shares)																										347,500
Common stock price per share (in Dollars per share)	$ 10																							$ 10		$ 10
Gross proceeds of private placement																			$ 45,540	$ 3,475,000
Sponsor [Member] | Working Capital Note One [Member]
Related Party Transactions [Line Items]
Principal amount								$ 84,000
Sponsor [Member] | Founder Shares [Member]
Related Party Transactions [Line Items]
Forfeiture shares (in Shares)																		224,328	224,328
Sponsor [Member] | Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions [Line Items]
Purchased shares (in Shares)																							1,437,500
Common stock, par value (in Dollars per share)																							$ 0.0001
Aggregate price																							$ 25,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)

9 Months Ended

12 Months Ended

Jun. 28, 2024

Sep. 29, 2023

Sep. 08, 2023

Jan. 14, 2022

Jan. 14, 2022

Sep. 30, 2024

Dec. 31, 2023

Dec. 31, 2022

Aug. 01, 2024

Jun. 21, 2024

Aug. 29, 2023

Aug. 01, 2023

Jun. 29, 2023

May 26, 2023

Apr. 27, 2023

Mar. 28, 2023

Mar. 24, 2023

Dec. 23, 2022

Sep. 27, 2022

Commitments and Contingencies [Line Items]

Underwriters option period

45 days

Purchase of additional units

1,125,000

Additional gross proceeds (in Dollars)

$ 77,276,860

Underwriting fee per unit (in Dollars per share)

$ 0.2

$ 0.2

Underwriting fees amount (in Dollars)

$ 1,545,537

$ 1,545,537

Additional underwriting payable per share (in Dollars per share)

$ 0.35

$ 0.35

Deferred underwriting fees (in Dollars)

$ 2,704,690

$ 2,704,690

$ 2,704,690

Trust account (in Dollars)

$ 772,769

$ 772,769

Common stock shares

100,000

2,283,976

2,283,976

2,283,976

Remains trust account (in Dollars)

$ 10,000,000

Additional shares issued

4,097,964

Pre-money enterprise valuation amount (in Dollars)

$ 6,200,000,000

Redeemable common stock

2,432,185

Shares

500,000

Debt Facility [Member]

Commitments and Contingencies [Line Items]

Debt facility (in Dollars)

6,200,000,000

Cohen & Company Capital Markets [Member]

Commitments and Contingencies [Line Items]

Trust account (in Dollars)

$ 25,000,000

Non-Affiliate Holders [Member]

Commitments and Contingencies [Line Items]

Additional shares issued

450,000

Business Combination [Member]

Commitments and Contingencies [Line Items]

Deferred underwriting fees (in Dollars)

$ 2,704,690

Trust account (in Dollars)

$ 125,000

$ 125,000

$ 125,000

$ 125,000

$ 125,000

$ 125,000

Non-Redemption Agreements [Member]

Commitments and Contingencies [Line Items]

Purchase of additional units

1,125,000

2,432,185

Non-Redemption Agreements [Member] | Business Combination [Member]

Commitments and Contingencies [Line Items]

Purchase of additional units

337,500

Anchor Equity Investment [Member]

Commitments and Contingencies [Line Items]

Equity method investment (in Dollars)

$ 500,000,000

Founder Shares [Member] | Advisory Agreement [Member]

Commitments and Contingencies [Line Items]

Purchase of additional units

500,000

Over-Allotment Option [Member]

Commitments and Contingencies [Line Items]

Underwriters option period

45 days

Purchase of additional units

227,686

227,686

1,125,000

1,125,000

Per unit (in Dollars per share)

$ 10

$ 10

Additional gross proceeds (in Dollars)

$ 2,276,860

$ 2,276,860

Fee Shares [Member] | Common Stock [Member]

Commitments and Contingencies [Line Items]

Additional shares issued

100,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)			9 Months Ended
	Oct. 13, 2021	Jun. 25, 2021	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Stockholders’ Deficit [Line Items]
Sponsor shares			1,125,000
Common stock, shares authorized			100,000,000	100,000,000	100,000,000
Common stock, par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Common stock outstanding			2,283,976	2,283,976	2,283,976
Shares of common stock subject to possible redemption			1,082,789	2,172,851
Common stock subject to shares at redemption			1,082,789	2,172,581
Sponsor [Member]
Stockholders’ Deficit [Line Items]
Sponsor shares	2,156,250
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Converted shares	1.5
Exchange common stock shares	1.5
Aggregate number of holding shares	2,156,250
Class B Common Stock [Member] | Sponsor [Member]
Stockholders’ Deficit [Line Items]
Sponsor shares	2,156,250	1,437,500
Aggregate price (in Dollars)		$ 25,000
Common Stock [Member]
Stockholders’ Deficit [Line Items]
Shares of common stock subject to possible redemption				2,172,851
Common stock subject to shares at redemption				2,172,851	7,727,686

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurements [Line Items]
Redemption of common stock			$ 70,571,778		$ 58,351,987
Interest earned trust account	$ 180,541	$ 507,906	699,861	$ 1,855,102	2,168,659	$ 1,121,159
Interest earned trust account			760,186		741,013
Interest earned on the Trust Account					1,391,640
Restricted cash					$ 161,449
Common Stock [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements [Line Items]
Interest earned trust account			$ 2,267,561

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Common Stock Reflected on the Consolidated Balance Sheets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2024
Schedule of Common Stock Reflected on the Consolidated Balance Sheets [Line Items]
Gross proceeds		$ 77,276,860
Less:
Fair value of Public Rights at issuance		(2,627,413)
Public shares issuance costs		(4,626,437)
Plus:
Accretion of carrying value to redemption value	$ 2,688,399	9,491,256
Redeemable ordinary shares subject to possible redemption	23,850,678	$ 79,514,266	$ 12,130,098
Less:
Redemptions	$ (58,351,987)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Common Share (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Redeemable [Member]
Numerator:
Allocation of net loss	$ (25,953)	$ 100,498	$ (108,443)	$ (26,772)	$ (35,114)	$ (1,845,282)
Denominator:
Basic weighted average shares outstanding	1,082,789	3,598,051	1,798,888	4,849,939	4,175,166	7,719,577
Diluted weighted average shares outstanding	1,082,789	3,598,051	1,798,888	4,849,939	4,175,166	7,719,577
Basic net loss per common share	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
Diluted net loss per common share	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
Non- redeemable [Member]
Numerator:
Allocation of net loss	$ (54,744)	$ 63,795	$ (137,686)	$ (12,608)	$ (19,208)	$ (545,437)
Denominator:
Basic weighted average shares outstanding	2,283,976	2,283,976	2,283,976	2,283,976	2,283,976	2,281,786
Diluted weighted average shares outstanding	2,283,976	2,283,976	2,283,976	2,283,976	2,283,976	2,281,786
Basic net loss per common share	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)
Diluted net loss per common share	$ (0.02)	$ 0.03	$ (0.06)	$ (0.01)	$ (0.01)	$ (0.24)

Income Tax (Details)

Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax [Abstract]
Federal net operating loss carry overs	$ 0	$ 252,186
Valuation allowance	$ 211,112	$ 371,080

Income Tax - Schedule of Net De

Income Tax - Schedule of Net Deferred Tax Asset (Liabilities) (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Net operating loss carryforward	$ 52,959
Startup Costs	541,988	383,835
Total deferred tax assets	594,947	383,835
Valuation allowance	(594,947)	(383,835)
Deferred tax assets, net of allowance

Income Tax - Schedule of Income

Income Tax - Schedule of Income Tax Provision (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Federal
Current						$ 180,688
Deferred					(211,112)	(371,080)
State
Current
Deferred
Change in valuation allowance					211,112	371,080
Income tax provision	$ 35,730	$ (261,911)	$ 70,828			$ 180,688

Income Tax - Schedule of Reconc

Income Tax - Schedule of Reconciliation of the Federal Income Tax Rate (Details)		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 16, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciliation of The Federal Income Tax Rate [Abstract]
Statutory federal income tax rate	1%	21%	21%	21%	21%	21%	21%
Permanent book/tax difference						(136.08%)	(12.39%)
Prior year – M&A (dead deal costs)						503.71%	0%
Change in valuation allowance						(388.63%)	(16.79%)
Income tax provision		(79.46%)	268.30%	(40.40%)	0%	0%	(8.18%)

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Cash and U.S. Treasury Securities		$ 79,645,156
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash and U.S. Treasury Securities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Cash and U.S. Treasury Securities

Events (Unaudited) Subsequent_2

Events (Unaudited) Subsequent to the Date of the Independent Auditor's Report (Details) - Forecast [Member] - USD ($)	Dec. 30, 2024	Nov. 06, 2024	Sep. 30, 2024	Aug. 01, 2024
Events (Unaudited) Subsequent to the Date of the Independent Auditor's Report (Details) [Line Items]
Pre-money enterprise valuation amount				$ 6,200,000,000
Common stock vote		Pursuant to this agreement, the Sponsor and Sponsor Persons agreed to, among other things, vote at least 2,237,876 shares of WTMA Common Stock
Issued and outstanding shares percentage		67.84%
Promissory Note [Member]
Events (Unaudited) Subsequent to the Date of the Independent Auditor's Report (Details) [Line Items]
Principal amount	$ 448,287		$ 192,069
Debt Facility [Member]
Events (Unaudited) Subsequent to the Date of the Independent Auditor's Report (Details) [Line Items]
Debt facility amount				6,200,000,000
PIPE Anchor Equity Investment [Member]
Events (Unaudited) Subsequent to the Date of the Independent Auditor's Report (Details) [Line Items]
Equity investment				$ 500,000,000