FTAC Emerald Acquisition (FLDD) 10-Q 12 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 12, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	FTAC EMERALD ACQUISITION CORP.
Entity Central Index Key	0001889123
Entity File Number	001-41168
Entity Tax Identification Number	86-2170416
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	2929 Arch Street
Entity Address, Address Line Two	Suite 1703
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19104
Entity Phone Fax Numbers [Line Items]
City Area Code	(215)
Local Phone Number	701-9555
Class A common stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FLD
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock
Trading Symbol	FLDDW
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A common stock and one- half of one redeemable warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one- half of one redeemable warrant
Trading Symbol	FLDDU
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		14,349,106
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		0

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 20,439	$ 29,844
Prepaid expenses	114,312	192,712
Prepaid income taxes	25,134	83,503
Total current assets	159,885	306,059
Investments held in Trust Account	51,996,271	165,653,149
Total assets	52,156,156	165,959,208
Current liabilities:
Accounts payable and accrued expenses	289,103	114,659
Excise tax payable	2,122,813	967,916
Promissory note, net of discount	438,501
Total current liabilities	6,406,868	3,394,026
Deferred advisory fee	1,155,000	1,155,000
Total liabilities	7,561,868	4,549,026
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 4,757,884 and 15,630,150 issued and outstanding shares at a redemption value of $10.96 and $10.60 per share as of September 30, 2024 and December 31, 2023, respectively	51,996,271	165,721,882
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2024 and December 31, 2023
Additional paid-in capital	6,493,705	6,984,216
Accumulated deficit	(13,896,647)	(11,296,875)
Total stockholders’ deficit	(7,401,983)	(4,311,700)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	52,156,156	165,959,208
Related Party
Current liabilities:
Due to related party	556,451	286,451
Related party loans	3,000,000	2,025,000
Class A Common Stock
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 4,757,884 and 15,630,150 issued and outstanding shares at a redemption value of $10.96 and $10.60 per share as of September 30, 2024 and December 31, 2023, respectively	51,996,271	165,721,882
Stockholders’ Deficit
Common stock value	959	959
Class B Common Stock
Stockholders’ Deficit
Common stock value

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Subject to possible redemption, shares issued	4,757,884	15,630,150
Subject to possible redemption, shares outstanding	4,757,884	15,630,150
Redemption value per share (in Dollars per share)	$ 10.96	$ 10.6
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	42,000,000	42,000,000
Common stock, shares issued	9,591,222	9,591,222
Common stock, shares outstanding	9,591,222	9,591,222
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued
Common stock, shares outstanding

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
General and administrative expenses	$ 801,420	$ 683,551	$ 2,154,179	$ 2,250,994
Loss from operations	(801,420)	(683,551)	(2,154,179)	(2,250,994)
Other income (expense):
Interest income earned on investments held in Trust Account	668,748	3,278,712	2,353,695	9,027,924
Interest expense	(128,012)		(323,197)
Non-redemption agreement expense		(708,400)	(838,825)	(708,400)
Total other income, net	540,736	2,570,312	1,191,673	8,319,524
(Loss) Income before provision for income taxes	(260,684)	1,886,761	(962,506)	6,068,530
Provision for income taxes	(136,342)	(680,171)	(482,369)	(1,866,506)
Net (loss) income	$ (397,026)	$ 1,206,590	$ (1,444,875)	$ 4,202,024
Class A Common Stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)	14,349,106	26,386,023	15,182,382	26,026,286
Diluted weighted average shares outstanding (in Shares)	14,349,106	26,386,023	15,182,382	26,026,286
Basic net income (loss) per common stock (in Dollars per share)	$ (0.03)	$ 0.04	$ (0.1)	$ 0.12
Diluted net income (loss) per common stock (in Dollars per share)	$ (0.03)	$ 0.04	$ (0.1)	$ 0.12
Class B Common Stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)		7,668,422		8,298,408
Diluted weighted average shares outstanding (in Shares)		7,668,422		8,298,408
Basic net income (loss) per common stock (in Dollars per share)		$ 0.04		$ 0.12
Diluted net income (loss) per common stock (in Dollars per share)		$ 0.04		$ 0.12

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Common Stock Class A	Common Stock Class B	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 98	$ 861		$ (8,501,776)	$ (8,500,817)
Balance (in Shares) at Dec. 31, 2022	976,081	8,615,141
Accretion of common stock subject to possible redemption				(2,048,355)	(2,048,355)
Net income (loss)				1,267,859	1,267,859
Balance at Mar. 31, 2023	$ 98	$ 861		(9,282,272)	(9,281,313)
Balance (in Shares) at Mar. 31, 2023	976,081	8,615,141
Balance at Dec. 31, 2022	$ 98	$ 861		(8,501,776)	(8,500,817)
Balance (in Shares) at Dec. 31, 2022	976,081	8,615,141
Net income (loss)					4,202,024
Balance at Sep. 30, 2023	$ 959			(11,538,485)	(11,537,526)
Balance (in Shares) at Sep. 30, 2023	9,591,222
Balance at Mar. 31, 2023	$ 98	$ 861		(9,282,272)	(9,281,313)
Balance (in Shares) at Mar. 31, 2023	976,081	8,615,141
Accretion of common stock subject to possible redemption				(2,372,121)	(2,372,121)
Net income (loss)				1,727,575	1,727,575
Balance at Jun. 30, 2023	$ 98	$ 861		(9,926,818)	(9,925,859)
Balance (in Shares) at Jun. 30, 2023	976,081	8,615,141
Accretion of common stock subject to possible redemption				(2,558,741)	(2,558,741)
Conversion of Class B common stock to Class A common stock	$ 861	$ (861)
Conversion of Class B common stock to Class A common stock (in Shares)	8,615,141	(8,615,141)
Contribution for non-redemption agreements				708,400	(708,400)
Excise taxes on stock redemption				(967,916)	(967,916)
Net income (loss)				1,206,590	1,206,590
Balance at Sep. 30, 2023	$ 959			(11,538,485)	(11,537,526)
Balance (in Shares) at Sep. 30, 2023	9,591,222
Balance at Dec. 31, 2023	$ 959		6,984,216	(11,296,875)	(4,311,700)
Balance (in Shares) at Dec. 31, 2023	9,591,222
Accretion of common stock subject to possible redemption			(792,603)		(792,603)
Contribution from the Sponsor			838,825		838,825
Discount on note payable related to subscription shares			276,625		276,625
Excise taxes on stock redemption				(1,154,897)	(1,154,897)
Net income (loss)				(824,042)	(824,042)
Balance at Mar. 31, 2024	$ 959		7,307,063	(13,275,814)	(5,967,792)
Balance (in Shares) at Mar. 31, 2024	9,591,222
Balance at Dec. 31, 2023	$ 959		6,984,216	(11,296,875)	(4,311,700)
Balance (in Shares) at Dec. 31, 2023	9,591,222
Net income (loss)					(1,444,875)
Balance at Sep. 30, 2024	$ 959		6,493,705	(13,896,647)	(7,401,983)
Balance (in Shares) at Sep. 30, 2024	9,591,222
Balance at Mar. 31, 2024	$ 959		7,307,063	(13,275,814)	(5,967,792)
Balance (in Shares) at Mar. 31, 2024	9,591,222
Accretion of common stock subject to possible redemption			(453,677)		(453,677)
Discount on note payable related to subscription shares			158,071		158,071
Net income (loss)				(223,807)	(223,807)
Balance at Jun. 30, 2024	$ 959		7,011,457	(13,499,621)	(6,487,205)
Balance (in Shares) at Jun. 30, 2024	9,591,222
Accretion of common stock subject to possible redemption			(517,752)		(517,752)
Net income (loss)				(397,026)	(397,026)
Balance at Sep. 30, 2024	$ 959		$ 6,493,705	$ (13,896,647)	$ (7,401,983)
Balance (in Shares) at Sep. 30, 2024	9,591,222

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (1,444,875)	$ 4,202,024
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income earned on investments held in trust account	(2,353,695)	(9,027,924)
Non-redemption agreement expense	838,825	708,400
Interest expense	323,197
Changes in operating assets and liabilities:
Prepaid expenses	78,400	152,849
Prepaid income taxes	58,369	(51,084)
Due to related party	270,000
Accounts payable and accrued expenses	174,444	335,969
Income tax payable		(359,410)
Net cash used in operating activities	(2,055,335)	(4,039,176)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemption	115,489,643	96,791,644
Cash withdrawn from Trust Account to pay franchise and income taxes	520,930	2,492,046
Net cash provided by investing activities	116,010,573	99,283,690
Cash Flows from Financing Activities:
Proceeds from promissory note	550,000
Proceeds from related party loans	975,000	1,500,000
Redemption of common stock	(115,489,643)	(96,791,644)
Net cash used in financing activities	(113,964,643)	(95,291,644)
Net Change in Cash	(9,405)	(47,130)
Cash – Beginning of period	29,844	72,753
Cash – End of period	20,439	25,623
Supplemental disclosure of noncash investing and financing activities:
Cash paid for income taxes	424,000	2,277,000
Excise tax on stock redemption	$ 1,154,897	$ 967,916

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2024
Organization and Business Operations [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS FTAC Emerald Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 19, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry. As of September 30, 2024, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through September 30, 2024 relates to the Company’s formation, the Public Offering (the “Public Offering” or “IPO”), and efforts in identifying a target to consummate an initial 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 income in the form of interest income from the proceeds derived from the Public Offering placed in the Trust Account. The Company’s Sponsors are Emerald ESG Sponsor, LLC, a Delaware limited liability company, and Emerald ESG Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on December 15, 2021 (the “Effective Date”). On December 20, 2021, the Company consummated its Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “public shares”) at $10.00 per Unit, which is discussed in Note 3, and the sale of 890,000 placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, which is discussed in Note 4 (“Private Placement”). The underwriter of the Company’s IPO subsequently provided notice of its election to partially exercise its over-allotment option, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on January 14, 2022. A total aggregate issuance by the Company of 2,869,342 Over-Allotment Option Units at a price of $10.00 per Over-Allotment Option Unit resulted in total gross proceeds of $28,693,420 to the Company. Simultaneously with the issuance and sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 86,081 Private Placement Units (the “Additional Private Placement Units”) at a price of $10.00 per Additional Private Placement Unit to the Sponsor, generating gross proceeds of $860,810. Transaction costs related to the IPO and over-allotment amounted to $14,181,568, consisting of $4,973,868 of underwriting commissions, $8,704,270 in deferred underwriting fees, and $503,430 of other offering costs. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $251,180,354 ($10.10 per Unit) was initially placed in a Trust Account (“Trust Account”). The proceeds are invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except for any interest income released to the Company to pay franchise and income taxes and up to $100,000 of interest to pay dissolution expenses, none On September 19, 2023, the Company held a special meeting of its stockholders (the “Meeting”) at which the Company’s stockholders approved (A) an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate its initial business combination from September 20, 2023 to January 19, 2024 (or such earlier date as determined by the Company’s Board of Directors); and (B) an amendment (the “Trust Amendment”) to the Company’s Investment Management Trust Agreement dated December 15, 2021, with Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”), to allow the trustee to liquidate the Trust Account established in connection with the IPO at such time as may be determined by the Company as set forth in the Charter Amendment. In connection with the Meeting the holders of 9,239,192 shares of redeemable Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.4762 per share, for an aggregate redemption amount of approximately $96,791,644. Following the redemptions, 15,630,150 shares of redeemable Class A common stock remained outstanding. Between September 7 and 15, 2023, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the Meeting. In exchange for the foregoing commitments not to redeem public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,610,000 shares of Class A common stock at the time of the Company’s initial business combination (“Investor Shares”). On January 19, 2024, the Company held a special meeting of its stockholders (the “January Meeting”) at which the Company’s stockholders approved (A) an amendment (the “January Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate its initial business combination from January 19, 2024 to December 20, 2024 (or such earlier date as determined by the Company’s Board of Directors); and (B) an amendment (the “January Trust Amendment”) to the Trust Agreement to allow the trustee to liquidate the Trust Account established in connection with the IPO at such time as may be determined by the Company as set forth in the January Charter Amendment. In connection with the January Meeting the holders of 10,872,266 shares of redeemable Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.6224 per share, for an aggregate redemption amount of approximately $115,489,643. Following the redemptions, 4,757,884 shares of redeemable Class A common stock remain outstanding. Between January 9 and 17, 2024, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the January Meeting. In exchange for the foregoing commitments not to redeem public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,112,500 Investor Shares. In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act (as defined below) upon a redemption of public shares, including in connection with the January Charter Amendment, an initial business combination or liquidation of the Company. On June 28, 2024, the Company’s securities were transferred to the Nasdaq Capital Market at the opening of business. On July 24, 2024, the Company and Fold, Inc. (“Fold”) announced that they have entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, EMLD Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Fold, pursuant to which, among other things, Merger Sub will be merged with and into Fold with Fold surviving the merger as a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”) (Note 6). Liquidity and Going Concern As of September 30, 2024, the Company had $20,439 in cash and a working capital deficit of $6,159,733. Prior to the completion of the Company’s IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000 and a loan to the Company of up to $300,000 by the Company’s Sponsor under an unsecured promissory note. The outstanding balance under the promissory note of $105,260 was repaid on December 27, 2021, and the promissory note was terminated. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company expects to repay such loaned amounts out of the proceeds of the Trust Account released to it. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. As of September 30, 2024 and December 31, 2023, $3,000,000 and $2,025,000 of Working Capital Loans were outstanding, respectively. On January 13, 2023, the Sponsor agreed to loan the Company up to $1,500,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted into units at a price of $10.00 per unit, which would have been permissible as described in the prospectus filed in connection with the IPO. On October 16, 2023, the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $1,500,000 to $3,000,000. All other material terms of the Promissory Note remain in full force and effect. As of September 30, 2024 and December 31, 2023, there was $3,000,000 and $2,025,000 outstanding under the Promissory Note, respectively. The Company will need to raise additional capital through loans or additional investments from the Initial Stockholders or its officers, directors or their affiliates. The Initial Stockholders and the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to 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, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 20, 2024 to consummate a Business Combination. It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate a Business Combination prior to December 20, 2024. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 20, 2024. Subscription Agreement On January 3, 2024, the Company entered into a subscription agreement with Polar Multi-Strategy Master Fund (“Polar”), Emerald ESG Sponsor, LLC (“ESG Sponsor”), Emerald ESG Advisors, LLC (“ESG Advisors”) and Emerald ESG Funding, LLC (“ESG Funding” and collectively with ESG Sponsor and ESG Advisors, the “Sponsors”), to cover working capital requirements of the Company and costs related to a possible extension of the Company’s trust liquidation date (the “Subscription Agreement”). Pursuant to the terms and subject to the conditions of the Subscription Agreement, Polar agreed to contribute up to $550,000 to ESG Funding (the “Capital Contribution”). An initial capital call of $350,000 took place within five (5) business days of the signing of the Subscription Agreement, and a second capital call of $200,000 took place on April 2, 2024. The Capital Contribution shall be repaid to Polar by ESG Funding upon the Company’s closing of an initial business combination (the “Closing”). In consideration of the Capital Contribution, the Company has agreed to issue, or to cause the surviving entity following the Closing (the “Surviving Company”) to issue, 1.0 share of common stock of the Surviving Company (“Common Stock”) for each dollar of the Capital Contribution funded as of or prior to the Closing, which shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed in connection with the Closing or, if no such registration statement is filed in connection with the Closing, pursuant to the first registration statement to be filed by the Company or the Surviving Company following the Closing. The Capital Contribution is non-interest bearing and shall be repaid by ESG Funding (upon receipt of funds from the Company) to, and at the election of, Polar (i) in Common Stock, at a rate of 1.0 share of Common Stock for each ten dollars ($10.00) of the Capital Contribution funded as of the Closing or (ii) in cash. If the Company liquidates without consummating an initial business combination, any amounts remaining in the Sponsors’ or the Company’s cash accounts, not including the Company’s Trust Account, following repayment of all liabilities and wind-down expenses, will be paid promptly to Polar, up to the amount of the Capital Contribution funded. Upon certain events of default under the Subscription Agreement, the Company shall issue to Polar 0.1 shares of Common Stock (“Default Shares”) for each dollar of the Capital Contribution funded as of the date of such default, and for each month thereafter until such default is cured, subject to certain limitations provided for therein. As of September 30, 2024 and December 31, 2023, $550,000 and $0

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 26, 2024. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents As of September 30, 2024 and December 31, 2023, the Company had $20,439 and $29,844 in cash, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2024 and December 31, 2023. Investments Held in Trust Account As of September 30, 2024 and December 31, 2023, the Company had $51,996,271 and $165,653,149 in investments held in the Trust Account invested in BLF Treasury Trust Fund. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Net (Loss) Income Per Common Stock The Company historically had two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the Public Offering and the Private Placement to purchase an aggregate of 12,922,712 shares of its Class A common stock in the calculation of diluted net (loss) income per share, since their exercise is contingent upon future events. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock. The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares or require an adjustment to the earnings per share calculation. The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the shares could be sold on the open market. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates the fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended September 30 For the Nine Months Ended September 30 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock: Numerator: Allocation of net (loss) income $ (397,026 ) $ — $ 934,889 $ 271,701 $ (1,444,875 ) $ — $ 3,186,134 $ 1,015,890 Denominator: Weighted-average shares outstanding 14,349,106 — 26,386,023 7,668,422 15,182,382 — 26,026,286 8,298,408 Basic and diluted net (loss) income per common stock $ (0.03 ) $ — $ 0.04 $ 0.04 $ (0.10 ) $ — $ 0.12 $ 0.12 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to possible 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’ deficit. The Company’s Class A common stock sold in the IPO and over-allotment features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2024 and December 31, 2023, 4,757,884 and 15,630,150 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Warrant Classification The Company accounts for the warrants issued in connection with the Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40 under which the warrants meet the criteria for equity treatment and are recorded as equity. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed 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 assets had a full valuation allowance recorded against it. The Company’s effective tax rate was 52.3% and 50.12% for the three and nine months ended September 30, 2024, respectively, and (26.21)% and (27.54)% for the three and nine months ended September 30, 2023. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2024 and 2023, due to changes in the valuation allowance on the deferred tax assets and merger and acquisition expenses. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial Business Combination. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any 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 vote 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. 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 September 19, 2023, in connection with the approval of the Charter Amendment at the Meeting, the Company’s stockholders exercised their right to redeem 9,239,192 shares for a total of $96,791,644. On January 19, 2024, in connection with the approval of the January Charter Amendment at the January Meeting, the Company’s stockholders exercised their right to redeem 10,872,266 shares for a total of $115,489,643. The Company evaluated the classification and accounting of the stock redemptions 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 Company evaluated the current status and probability of completing a Business Combination as of September 30, 2024, and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2024, the Company recorded $2,122,813 of excise tax liability calculated as 1% of shares redeemed on September 19, 2023 and 1% of the shares redeemed on January 19, 2024. On October 31, 2024, the Company filed its 2023 Excise tax return and paid the excise tax of $967,916 related to the share redemptions that occurred during the period from January 1, 2023 to December 31, 2023.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On December 20, 2021, the Company consummated its IPO of 22,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (the “Public Warrants”). On January 11, 2022, the underwriter partially exercised its over-allotment option, resulting in the sale on January 14, 2022 of an additional 2,869,342 Units. All the shares of Class A common stock sold as part of the Units in the IPO 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 Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity,” and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent deficit. As of September 30, 2024 and December 31, 2023, the common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table: Gross proceeds, including over-allotment $ 248,693,420 Less: Proceeds allocated to Public Warrants (8,264,360 ) Class A common stock issuance costs (13,734,146 ) Plus: Accretion of carrying value to redemption value 27,119,341 Class A common stock subject to possible redemption, December 31, 2022 253,814,255 Less: Redemption of shares (96,791,644 ) Plus: Accretion of carrying value to redemption value 8,699,271 Class A common stock subject to possible redemption, December 31, 2023 $ 165,721,882 Less: Redemption of shares (115,489,643 ) Plus: Accretion of carrying value to redemption value 1,764,032 Class A common stock subject to possible redemption, September 30, 2024 (unaudited) $ 51,996,271

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 890,000 Private Placement Units for a purchase price of $8,900,000, or $10.00 per unit, in a private placement. Additionally, concurrently with the partial exercise of the over-allotment option by the underwriter, the Company issued to the Sponsor 86,081 Private Placement Units at a price of $10.00 per Private Placement Unit for total proceeds of $860,810. Each Private Placement Unit consists of one share of Class A common stock and one-half of one Warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50, subject to adjustment. The Private Placement Warrants are identical to the warrants sold in the Public Offering, except that if held by the Sponsor or its permitted transferees, they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of the initial Business Combination. There will be no redemption rights or liquidating distributions with respect to the Founder Shares (defined below), placement shares or warrants, which will expire worthless if the Company does not complete an initial Business Combination.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 2, 2021, the Sponsor purchased 7,992,750 shares of Class B common stock for an aggregate purchase price of $25,000, and on October 14, 2021, the Company effected a 1.1014-for-1.0 stock split, so that the Sponsor owned an aggregate of 8,803,333 shares of Class B common stock (the “Founder Shares”). On November 12, 2021, the Company effected a 0.9955-for-1.0 stock split, so that the Sponsor owned an aggregate of 8,763,333 Founder Shares. All shares and related amounts have been retroactively adjusted to reflect the split (see Note 7). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Public Offering would be a maximum of 25,300,000 Units if the underwriter’s over-allotment option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding shares after the Public Offering. In connection with the partial exercise of the underwriter’s over-allotment option, 148,192 shares of Class B common stock were forfeited. On September 19, 2023, the Company held the Meeting where the Company’s stockholders approved an amendment to extend the date by which the Company has to consummate its initial business combination from September 20, 2023 to January 19, 2024. Following the Meeting, the Sponsor, as the holder of 100% of the Founder Shares, determined to convert all the outstanding Founder Shares into shares of Class A common stock, on a one-for-one basis. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination. Notwithstanding the foregoing, the transfer restrictions set forth in the immediately preceding sentence shall terminate upon the date following the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, in connection with an initial Business Combination, the initial holders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth above. Promissory Note —Related Party In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company expects to repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Emerald ESG Sponsor, LLC agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. These loans were non-interest bearing, unsecured and were due at the earlier of June 30, 2022 or the closing of the Public Offering. The outstanding balance under the promissory note of $105,260 was repaid on December 27, 2021, and the promissory note was terminated and is no longer available to be drawn upon. As of September 30, 2024 and December 31, 2023, there were no amounts outstanding under the promissory note. On January 13, 2023, the Sponsor agreed to loan the Company up to $1,500,000 (the “Promissory Note”). The note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted into units at a price of $10.00 per unit, which would have been permissible as described in the prospectus filed in connection with the IPO. On October 16, 2023, the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $1,500,000 to $3,000,000. All other material terms of the Promissory Note remain in full force and effect. As of September 30, 2024 and December 31, 2023, there was $3,000,000 and $2,025,000 outstanding under the Promissory Note, respectively. Administrative Services Agreement The Company has entered into an administrative services agreement as of the effective date of the registration statement for the Public Offering pursuant to which the Company will pay the Sponsor or its designee a total of $30,000 per month for office space, administrative and shared personnel support services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2024 the Company incurred $90,000 and $270,000 for the administrative support services, respectively. For the three and nine months ended September 30, 2023, the Company incurred $90,000 and $270,000, respectively, for the administrative support services. As of September 30, 2024 and December 31, 2023, $556,451 and $286,451 of administrative support services was included in due to related party in the accompanying condensed balance sheets, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on December 15, 2021, the holders of the Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Units and units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company’s condensed financial statements, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, the Company may amend the terms of the Public Warrants (i) in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company’s condensed financial statements without the consent of any stockholder or warrant holder. Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant. Underwriting Agreement The underwriter earned a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering and exercise of the over-allotment, or $4,973,868. Additionally, the underwriter was initially entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $8,704,270, of the Public Offering and exercise of the over-allotment upon the completion of the Company’s initial Business Combination. On October 18, 2023, the Company entered into an agreement with the underwriter in which the underwriter waived any entitlement it may have to the deferred underwriting discount in respect of any Business Combination. As a result, the Company recorded $8,704,270 to additional paid-in capital in relation to the waiver of the deferred underwriter fee in the accompanying condensed balance sheets. Financial Advisory Fee The Company engaged Cohen & Company Capital Markets, a related party and a division of J.V.B. Financial Group, LLC (“CCM”), to provide financial advisory services in connection with the Public Offering. The Company paid CCM a fee in an amount equal to 0.3% of the aggregate proceeds of the Public Offering (excluding the proceeds of the exercise of the over-allotment option) net of underwriter’s expenses, which was paid to CCM upon the closing of the Public Offering. The Company also intends to engage CCM as an advisor in connection with the Business Combination for which it will earn an advisory fee of 0.525% of the proceeds of the Public Offering (excluding the proceeds of the exercise of the over-allotment option) payable at closing of the Business Combination. CCM will also be entitled to an advisory fee equal to 0.825% of the aggregate proceeds of the exercise of the over-allotment option, payable at the closing of the Business Combination. The underwriter had agreed to reimburse the Company for the fee to CCM as it becomes payable out of the underwriting commission. Accordingly, a reimbursement receivable and deferred advisory fee of $1,155,000 had been recorded. On October 18, 2023, the Company entered into an agreement with the underwriter in which the underwriter waived any entitlement it may have to the deferred underwriting discount in respect of any Business Combination. As a result, the Company reversed the reimbursement receivable and recognized $1,155,000 of advisory fee expenses as of December 31, 2023. Non-redemption Agreements Between September 7 and 15, 2023, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the Meeting that was held on September 19, 2023. In exchange for the foregoing commitments not to redeem public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,610,000 Class A Shares at the time of the Company’s initial business combination (“Investor Shares”). In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of public shares, including in connection with the Charter Amendment, an initial business combination or liquidation of the Company. The Company evaluated the classification and accounting of the issuance of the Investor Shares under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity”. The Company concluded that the monetary value of the obligation is a known and fixed amount at inception as the monetary value of the obligation will be defined and provided to each investor with the final number of Investor Shares stated in the non-redemption agreements. Therefore, the settlement terms of the non-redemption agreement (i.e., number of shares held by the holder) is considered an input into a fixed-for-fixed contract and the shares issued will be recorded in equity. The Company estimated the aggregate fair value of the 1,610,000 Investor Shares attributable to the non-redeeming shareholders to be $708,400 or $0.44 per share. The fair value of the Investor Shares was recorded as an expense with a corresponding credit to additional paid-in capital. The fair value was determined based on an application of a binomial/lattice model which is considered to be a Level 3 fair value measurement. The key inputs into the binomial/lattice model for the Investor Shares were as follows at September 30, 2023: Input September 30, Risk-free interest rate 4.6 % Term (in years) 5.1 Volatility 10.0 % Exercise price $ 11.50 Asset Price $ 10.46 On January 17, 2024, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the January Meeting that was held on January 19, 2024. In exchange for the foregoing commitments not to redeem public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,112,500 Investor Shares. In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of public shares, including in connection with the January Charter Amendment, an initial business combination or liquidation of the Company. The Company evaluated the classification and accounting of the issuance of the Investor Shares under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity”. The Company concluded that the monetary value of the obligation is a known and fixed amount at inception as the monetary value of the obligation will be defined and provided to each investor with the final number of Investor Shares stated in the non-redemption agreements. Therefore, the settlement terms of the non-redemption agreement (i.e., number of shares held by the holder) is considered an input into a fixed-for-fixed contract and the shares issued will be recorded in equity. The Company estimated the aggregate fair value of the 1,112,500 Investor Shares attributable to the non-redeeming shareholders to be $838,825 or $0.754 per share. The fair value of the Investor Shares was recorded as an expense with a corresponding credit to additional paid-in capital. The fair value was determined using the standard closed-form Black Scholes model which is considered to be a Level 3 fair value measurement. The key inputs into the Black Scholes model for the Investor Shares were as follows at January 3, 2024: Input January 3, Risk-free interest rate 3.90 % Term (in years) 5.0 Probability of de-SPAC 20.0 % Exercise price $ 11.50 Public Warrant Price $ 0.053 Subscription Agreement The Company evaluated the accounting for the Subscription Agreement under ASC 480 “Distinguishing Liabilities from Equity”. The Company concluded that the subscription shares to be issued as part of the bundled transaction are classified and accounted for as equity. Therefore, the proceeds are required to be allocated based on the relative fair values of the base instrument of the investment amount and the Common Stock in accordance with the guidance in ASC 470 “Debt.” At September 30, 2024 and December 31, 2023, $550,000 and $0 were outstanding under the promissory note of the subscription agreement, respectively. On April 2, 2024 and January 2, 2024, Polar contributed a $200,000 Capital Contribution and a $350,000 Capital Contribution, respectively, pursuant to the Subscription Agreement. The table below summarizes the outstanding promissory note under the Subscription Agreement as of September 30, 2024: Principal value of promissory note January 13, 2024 $ 350,000 Principal value of promissory note April 2, 2024 200,000 Debt discount, net of amortization (111,499 ) Promissory note, net of discount $ 438,501 Merger Agreement On July 24, 2024, the Company and Fold, Inc. announced that they have entered into an Agreement and Plan of Merger by and among the Company, EMLD Merger Sub Inc., a wholly-owned subsidiary of the Company, and Fold, pursuant to which, among other things, Merger Sub will be merged with and into Fold with Fold surviving the merger as a wholly-owned subsidiary of the Company. As a result of the Transactions, Fold will become a subsidiary of the Company, with the former stockholders of Fold becoming stockholders of the Company. Consideration The aggregate consideration to be paid in the Transactions will consist of shares of the Company’s Class A common stock based on Fold’s pre-money equity value of $365 million. In the event the 60-volume weighted average price of Bitcoin as of the day immediately prior to the closing of the Merger (the “Closing”) is greater than $90,000, the aggregated consideration to be paid in the Transactions will be increased by 20% of the increase in value of the amount of Bitcoin in Fold’s treasury as of July 24, 2024, up to a maximum of $54.75 million. There are no other adjustments to the consideration amount contemplated in the Merger Agreement. For a description of the Business Combination and certain agreements executed in connection therewith, see the Current Report on Form 8-K filed by the Company on July 24, 2024.

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2024
Stockholders’ Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there were no Class A Common Stock The Company is authorized to issue 42,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. Following the Meeting on September 19, 2023, the Sponsor determined to convert all the outstanding shares of Class B common stock into shares of Class A common stock on a one-for-one basis (the “Class B Conversion”). Notwithstanding the Class B Conversion, the Sponsor, as well as the Company’s officers and directors, will not be entitled to receive any funds held in the Trust Account with respect to any shares of Class A common stock issued to such holders as a result of the Class B Conversion, and no additional amounts will be deposited into the Trust Account in respect of shares of Class A common stock held by the Sponsor. As of September 30, 2024 and December 31, 2023, there were 14,349,106 and 25,221,372 shares of Class A common stock issued and outstanding, respectively, of which 4,757,884 shares and 15,630,150 shares are subject to possible redemption, respectively, and thus classified as temporary equity. Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. Holders of Class B common stock will vote on the election of directors prior to the consummation of a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. Following the Meeting on September 19, 2023, the Sponsor determined to convert all of the outstanding shares of Class B common stock to shares of Class A common stock on a one-for-one basis. As of September 30, 2024 and December 31, 2023, there were no Warrants As of September 30, 2024 and December 31, 2023, there were 12,434,671 Public Warrants and 488,041 Private Placement Warrants issued and outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein, at any time commencing 30 days after the completion of the initial Business Combination. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise for cash of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt from the registration or qualification requirements of the securities laws of the state of residence of the registered holder of the warrants. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants has not been declared effective by the end of 60 business days following the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition to the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the last sale price of the Class A common stock (or the closing bid price of the Class A common stock in the event the shares of Class A common stock are not traded on any specific trading day) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Quoted Significant Significant Asset: Investments held in Trust Account $ 51,996,271 $ 51,996,271 $ — $ — Liability: Promissory Note, net of discount $ 438,501 $ — $ — $ 438,501 December 31, Quoted Significant Significant Asset: Investments held in Trust Account $ 165,653,149 $ 165,653,149 $ — $ — Liability: Note payable, net of discount $ — $ — $ — $ — Promissory note The note payable was valued using the standard closed-form Black Scholes model which is considered to be a Level 3 fair value measurement. The key inputs into the Black Scholes model for the promissory note were as follows at January 3, 2024: Input January 3, Risk-free interest rate 3.90 % Term (in years) 5.0 Probability of de-SPAC 20.0 % Exercise price $ 11.50 Public Warrant Price $ 0.053 The following table presents the changes in the fair value of the Level 3 note payable: Fair value as of December 31, 2023 $ - Initial value 550,000 Discount on promissory note, net of amortization (111,499 ) Fair value as of September 30, 2024 438,501 There were no transfers between Levels 1, 2 and 3 during the periods ended September 30, 2024 and December 31, 2023.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 25, 2024, the Company issued a promissory note (the “October Note”) to Frontier SPV, LLC (“Frontier”), an affiliate of FTAC Emerald’s sponsors. Pursuant to the October Note, Frontier agreed to loan the Company up to an aggregate principal amount of $2,000,000. The October Note is non-interest bearing and all outstanding amounts under the October Note will be due on the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the October Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the October Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the October Note may be converted into units or shares. On October 25, 2024, the Company borrowed $65,000 under the October Note. On October 31, 2024, the Company issued a promissory note (the “Tax Note”) to Frontier. Pursuant to the Tax Note, Frontier agreed to loan the Company an aggregate principal amount of $973,116.44, which was used to satisfy the Company’s excise tax liability. The Tax Note is non-interest bearing and all outstanding amounts under the Tax Note will be due on the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Tax Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Tax Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Tax Note may be converted into units or shares. On October 31, 2024, the Company borrowed the full amount under the Tax Note.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (397,026)	$ (223,807)	$ (824,042)	$ 1,206,590	$ 1,727,575	$ 1,267,859	$ (1,444,875)	$ 4,202,024

Insider Trading Arrangements

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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 26, 2024. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents As of September 30, 2024 and December 31, 2023, the Company had $20,439 and $29,844 in cash, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2024 and December 31, 2023.
Investments Held in Trust Account	Investments Held in Trust Account As of September 30, 2024 and December 31, 2023, the Company had $51,996,271 and $165,653,149 in investments held in the Trust Account invested in BLF Treasury Trust Fund. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Net (Loss) Income Per Common Stock	Net (Loss) Income Per Common Stock The Company historically had two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the warrants sold in the Public Offering and the Private Placement to purchase an aggregate of 12,922,712 shares of its Class A common stock in the calculation of diluted net (loss) income per share, since their exercise is contingent upon future events. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock. The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares or require an adjustment to the earnings per share calculation. The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the shares could be sold on the open market. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates the fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended September 30 For the Nine Months Ended September 30 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock: Numerator: Allocation of net (loss) income $ (397,026 ) $ — $ 934,889 $ 271,701 $ (1,444,875 ) $ — $ 3,186,134 $ 1,015,890 Denominator: Weighted-average shares outstanding 14,349,106 — 26,386,023 7,668,422 15,182,382 — 26,026,286 8,298,408 Basic and diluted net (loss) income per common stock $ (0.03 ) $ — $ 0.04 $ 0.04 $ (0.10 ) $ — $ 0.12 $ 0.12
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to possible 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’ deficit. The Company’s Class A common stock sold in the IPO and over-allotment features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2024 and December 31, 2023, 4,757,884 and 15,630,150 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively.
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Warrant Classification	Warrant Classification The Company accounts for the warrants issued in connection with the Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40 under which the warrants meet the criteria for equity treatment and are recorded as equity.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed 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 assets had a full valuation allowance recorded against it. The Company’s effective tax rate was 52.3% and 50.12% for the three and nine months ended September 30, 2024, respectively, and (26.21)% and (27.54)% for the three and nine months ended September 30, 2023. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2024 and 2023, due to changes in the valuation allowance on the deferred tax assets and merger and acquisition expenses. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Risks and Uncertainties	Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial Business Combination. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any 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 vote 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. 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 September 19, 2023, in connection with the approval of the Charter Amendment at the Meeting, the Company’s stockholders exercised their right to redeem 9,239,192 shares for a total of $96,791,644. On January 19, 2024, in connection with the approval of the January Charter Amendment at the January Meeting, the Company’s stockholders exercised their right to redeem 10,872,266 shares for a total of $115,489,643. The Company evaluated the classification and accounting of the stock redemptions 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 Company evaluated the current status and probability of completing a Business Combination as of September 30, 2024, and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2024, the Company recorded $2,122,813 of excise tax liability calculated as 1% of shares redeemed on September 19, 2023 and 1% of the shares redeemed on January 19, 2024. On October 31, 2024, the Company filed its 2023 Excise tax return and paid the excise tax of $967,916 related to the share redemptions that occurred during the period from January 1, 2023 to December 31, 2023.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Net (Loss) Income Per Share	For the Three Months Ended September 30 For the Nine Months Ended September 30 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock: Numerator: Allocation of net (loss) income $ (397,026 ) $ — $ 934,889 $ 271,701 $ (1,444,875 ) $ — $ 3,186,134 $ 1,015,890 Denominator: Weighted-average shares outstanding 14,349,106 — 26,386,023 7,668,422 15,182,382 — 26,026,286 8,298,408 Basic and diluted net (loss) income per common stock $ (0.03 ) $ — $ 0.04 $ 0.04 $ (0.10 ) $ — $ 0.12 $ 0.12

Initial Public Offering (Tables

Initial Public Offering (Tables)	9 Months Ended
	Sep. 30, 2024
Initial Public Offering [Abstract]
Schedule of Common Stock Subject to Possible Redemption Reflected on the Condensed Balance Sheets	As of September 30, 2024 and December 31, 2023, the common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table: Gross proceeds, including over-allotment $ 248,693,420 Less: Proceeds allocated to Public Warrants (8,264,360 ) Class A common stock issuance costs (13,734,146 ) Plus: Accretion of carrying value to redemption value 27,119,341 Class A common stock subject to possible redemption, December 31, 2022 253,814,255 Less: Redemption of shares (96,791,644 ) Plus: Accretion of carrying value to redemption value 8,699,271 Class A common stock subject to possible redemption, December 31, 2023 $ 165,721,882 Less: Redemption of shares (115,489,643 ) Plus: Accretion of carrying value to redemption value 1,764,032 Class A common stock subject to possible redemption, September 30, 2024 (unaudited) $ 51,996,271

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies [Abstract]
Schedule of Binomial/Lattice Model for the Investor Shares	The key inputs into the binomial/lattice model for the Investor Shares were as follows at September 30, 2023: Input September 30, Risk-free interest rate 4.6 % Term (in years) 5.1 Volatility 10.0 % Exercise price $ 11.50 Asset Price $ 10.46 Input January 3, Risk-free interest rate 3.90 % Term (in years) 5.0 Probability of de-SPAC 20.0 % Exercise price $ 11.50 Public Warrant Price $ 0.053
Schedule of Outstanding Promissory Note	The table below summarizes the outstanding promissory note under the Subscription Agreement as of September 30, 2024: Principal value of promissory note January 13, 2024 $ 350,000 Principal value of promissory note April 2, 2024 200,000 Debt discount, net of amortization (111,499 ) Promissory note, net of discount $ 438,501

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Measurements [Abstract]
Schedule of Assets Measured at Fair Value	September 30, Quoted Significant Significant Asset: Investments held in Trust Account $ 51,996,271 $ 51,996,271 $ — $ — Liability: Promissory Note, net of discount $ 438,501 $ — $ — $ 438,501 December 31, Quoted Significant Significant Asset: Investments held in Trust Account $ 165,653,149 $ 165,653,149 $ — $ — Liability: Note payable, net of discount $ — $ — $ — $ —
Schedule of Black Scholes Model for the Promissory Note	The key inputs into the Black Scholes model for the promissory note were as follows at January 3, 2024: Input January 3, Risk-free interest rate 3.90 % Term (in years) 5.0 Probability of de-SPAC 20.0 % Exercise price $ 11.50 Public Warrant Price $ 0.053
Schedule of Fair Value of the Level 3 Note Payable	The following table presents the changes in the fair value of the Level 3 note payable: Fair value as of December 31, 2023 $ - Initial value 550,000 Discount on promissory note, net of amortization (111,499 ) Fair value as of September 30, 2024 438,501

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)									3 Months Ended						9 Months Ended		12 Months Ended
	Jan. 19, 2024	Jan. 17, 2024	Jan. 03, 2024	Sep. 19, 2023	Sep. 15, 2023	Jan. 14, 2022	Dec. 27, 2021	Dec. 20, 2021	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Apr. 02, 2024	Oct. 16, 2023	Jan. 13, 2023
Organization and Business Operations [Line Items]
Transaction costs									$ 14,181,568						$ 14,181,568
Underwriting commissions															4,973,868
Deferred underwriting fees															8,704,270
Other offering costs															503,430
Interest on dissolution expenses															100,000
Funds held in trust
Public shares percentage									100%						100%
Redeemable shares (in Shares)	10,872,266			9,239,192
Aggregate redemption	$ 115,489,643			$ 96,791,644
Aggregate redemption amount	$ 115,489,643								$ 517,752	$ 453,677	$ 792,603	$ 2,558,741	$ 2,372,121	$ 2,048,355
Cash									20,439						$ 20,439		$ 29,844
Working capital									6,159,733						6,159,733
Loans payable to bank									300,000						300,000
Repaid outstanding balance							$ 105,260
Working capital loans															3,000,000		2,025,000
Promissory note - related party									438,501						438,501
Capital value																		$ 200,000
Promissory note															550,000
Promissory Note Related Party [Member]
Organization and Business Operations [Line Items]
Agreed to loan									$ 300,000						$ 300,000					$ 1,500,000
Conversion price (in Dollars per share)																				$ 10
ESG Funding LLC [Member]
Organization and Business Operations [Line Items]
Share price (in Dollars per share)									$ 1						$ 1
Minimum [Member] | Promissory Note Related Party [Member]
Organization and Business Operations [Line Items]
Aggregate principal amount																			$ 1,500,000
Maximum [Member] | Promissory Note Related Party [Member]
Organization and Business Operations [Line Items]
Aggregate principal amount																			$ 3,000,000
Common Stock [Member]
Organization and Business Operations [Line Items]
Share price (in Dollars per share)									1						1
Default Shares [Member]
Organization and Business Operations [Line Items]
Share price (in Dollars per share)									$ 0.1						$ 0.1
Business Combination [Member]
Organization and Business Operations [Line Items]
Bsuiness combination aggregate fair market value percentage															80%
Outstanding voting securities									50%						50%
Sponsor [Member]
Organization and Business Operations [Line Items]
Capital contribution															$ 25,000
Related Party [Member]
Organization and Business Operations [Line Items]
Promissory note - related party									$ 3,000,000						3,000,000		2,025,000
Promissory note															$ 550,000		$ 0
Polar [Member]
Organization and Business Operations [Line Items]
Capital contribution			$ 550,000
Subscription Agreement [Member]
Organization and Business Operations [Line Items]
Share price (in Dollars per share)									$ 10						$ 10
Capital value			$ 350,000
Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Redeemable shares (in Shares)	10,872,266			9,239,192
Redemption price per share (in Dollars per share)				$ 10.4762
Redeemable shares outstanding (in Shares)									4,757,884						4,757,884		15,630,150
Aggregate shares (in Shares)					1,610,000
Redemption price per share (in Dollars per share)	$ 10.6224								$ 10.96						$ 10.96		$ 10.6
Class A Common Stock [Member] | Common Stock [Member]
Organization and Business Operations [Line Items]
Aggregate redemption amount
Redeemable Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Aggregate redemption				$ 96,791,644
Redeemable shares outstanding (in Shares)	4,757,884			15,630,150
Investor Shares [Member]
Organization and Business Operations [Line Items]
Aggregate shares (in Shares)		1,112,500
IPO [Member]
Organization and Business Operations [Line Items]
Consummated in public offering (in Shares)								22,000,000
IPO [Member] | Class A Common Stock [Member]
Organization and Business Operations [Line Items]
Share price (in Dollars per share)								$ 10
Private Placement [Member]
Organization and Business Operations [Line Items]
Sale of units (in Shares)								890,000							251,180,354
Sale of stock price per unit (in Dollars per share)								$ 10	$ 10.1						$ 10.1
Gross proceeds															$ 8,900,000
Private Placement [Member] | Sponsor [Member]
Organization and Business Operations [Line Items]
Sale of Additional units (in Shares)															86,081
Sale of additional units price per share (in Dollars per share)									10						$ 10
Gross proceeds															$ 860,810
Over-Allotment Option [Member]
Organization and Business Operations [Line Items]
Consummated in public offering (in Shares)						2,869,342
Share price (in Dollars per share)									$ 10						$ 10
Total gross proceeds															$ 28,693,420
Sale of Additional units (in Shares)						2,869,342

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)					3 Months Ended		9 Months Ended
	Oct. 31, 2024	Jan. 19, 2024	Sep. 19, 2023	Aug. 16, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Cash (in Dollars)					$ 20,439		$ 20,439		$ 29,844
Investments held in the Trust Account (in Dollars)					$ 51,996,271		$ 51,996,271		165,653,149
Maturity days							185 days
Effective tax rate					52.30%	(26.21%)	(50.12%)	(27.54%)
Statutory tax rate, percentage					21%	21%	21%	21%
Federal deposit insurance corporation coverage (in Dollars)							$ 250,000
Excise tax rate				1%
Fair market value percentage				1%
Exercised redeem shares (in Shares)		10,872,266	9,239,192
Redeemable total value (in Dollars)		$ 115,489,643	$ 96,791,644
Excise tax liability (in Dollars)					$ 2,122,813		$ 2,122,813		$ 967,916
Percentage of shares redeemed for excise Tax liability		1%	1%
Subsequent Event [Member]
Summary of Significant Accounting Policies [Line Items]
Excise tax (in Dollars)	$ 967,916
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Temporary equity redemption value (in Shares)					4,757,884		4,757,884		15,630,150
Exercised redeem shares (in Shares)		10,872,266	9,239,192
IPO [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Purchase an aggregate of shares (in Shares)							12,922,712

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class A
Numerator:
Allocation of net (loss) income	$ (397,026)	$ 934,889	$ (1,444,875)	$ 3,186,134
Denominator:
Weighted-average shares outstanding	14,349,106	26,386,023	15,182,382	26,026,286
Basic net (loss) income per common stock	$ (0.03)	$ 0.04	$ (0.1)	$ 0.12
Diluted net (loss) income per common stock	$ (0.03)	$ 0.04	$ (0.1)	$ 0.12
Class B
Numerator:
Allocation of net (loss) income		$ 271,701		$ 1,015,890
Denominator:
Weighted-average shares outstanding		7,668,422		8,298,408
Basic net (loss) income per common stock		$ 0.04		$ 0.12
Diluted net (loss) income per common stock		$ 0.04		$ 0.12

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares			9 Months Ended
	Jan. 14, 2022	Dec. 20, 2021	Sep. 30, 2024
IPO [Member]
Initial Public Offering [Line Items]
Number of units		22,000,000
Purchase price per unit (in Dollars per share)		$ 10
Common stock description			Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (the “Public Warrants”).
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of units	2,869,342
Sale of additional units	2,869,342

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Common Stock Subject to Possible Redemption Reflected on the Condensed Balance Sheets - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Common Stock Subject to Redemption Reflected on the Condensed Balance Sheets [Abstract]
Gross proceeds, including over-allotment			$ 248,693,420
Proceeds allocated to Public Warrants			(8,264,360)
Redemption of shares	$ (115,489,643)	$ (96,791,644)
Class A common stock issuance costs			(13,734,146)
Plus:
Accretion of carrying value to redemption value	1,764,032	8,699,271	27,119,341
Class A common stock subject to possible redemption	51,996,271	165,721,882	253,814,255
Class A common stock subject to possible redemption	165,721,882	253,814,255
Less:
Proceeds allocated to Public Warrants			(8,264,360)
Redemption of shares	$ (115,489,643)	$ (96,791,644)
Class A common stock issuance costs			$ (13,734,146)

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Class A Common Stock [Member] | Warrant [Member]
Private Placement [Line Items]
Private placement price per share | $ / shares	$ 11.5
Private Placement [Member]
Private Placement [Line Items]
Number of units purchased | shares	890,000
Issuance for purchase price | $	$ 8,900,000
Price per unit | $ / shares	$ 10
Private Placement [Member] | Sponsor [Member]
Private Placement [Line Items]
Number of units purchased | shares	86,081
Issuance for purchase price | $	$ 860,810
Price per unit | $ / shares	$ 10
Private Placement [Member] | Warrant [Member]
Private Placement [Line Items]
Warrant purchase share | shares	1
Private Placement [Member] | Class A Common Stock [Member]
Private Placement [Line Items]
Number of shares unit | $ / shares	$ 1
Warrant purchase share | shares	1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)						3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 16, 2023	Dec. 27, 2021	Nov. 12, 2021	Oct. 14, 2021	Jun. 02, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 13, 2023
Related Party Transactions [Line Items]
Stock split			0.9955-for-1.0	1.1014-for-1.0
Founder share percentage								100%
Founder shares description								The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination.
Office space								$ 30,000
Administrative support services fees						$ 90,000	$ 90,000	270,000	$ 270,000
Promissory Note Related Party [Member]
Related Party Transactions [Line Items]
Agreed loan amount						300,000		300,000			$ 1,500,000
Outstanding balance promissory note		$ 105,260
Conversion price (in Dollars per share)											$ 10
Minimum [Member] | Promissory Note Related Party [Member]
Related Party Transactions [Line Items]
Increase of aggregate principal amount	$ 1,500,000
Maximum [Member] | Promissory Note Related Party [Member]
Related Party Transactions [Line Items]
Increase of aggregate principal amount	$ 3,000,000
Related Party [Member]
Related Party Transactions [Line Items]
Outstanding promissory note						3,000,000		3,000,000		$ 2,025,000
Administrative support services fees								$ 556,451		$ 286,451
Founder Shares [Member]
Related Party Transactions [Line Items]
Aggregate shares (in Shares)			8,763,333
Outstanding share percentage								25%
Class B Common Stock [Member]
Related Party Transactions [Line Items]
Aggregate purchase price					$ 25,000
Class B Common Stock [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Sponsor purchased (in Shares)					7,992,750
Aggregate shares (in Shares)				8,803,333
Over-Allotment Option [Member] | Founder Shares [Member]
Related Party Transactions [Line Items]
Public offering units (in Shares)								25,300,000
Common stock were forfeited (in Shares)								148,192
Founder Shares [Member] | Related Party [Member]
Related Party Transactions [Line Items]
Outstanding promissory note						$ 3,000,000		$ 3,000,000

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)				9 Months Ended		12 Months Ended
	Apr. 02, 2024	Jan. 17, 2024	Jan. 02, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Oct. 18, 2023
Commitments and Contingencies [Line Items]
Outstanding public warrants percentage				50%
Cash underwriting discount				2%
Deferred underwriting discount				3.50%
Gross proceeds				$ 8,704,270
Deferred underwriter fee							$ 8,704,270
Percentage of aggregate proceeds				0.30%
Advisory fee percentage				0.525%
Reimbursement receivable and advisory fee				$ 1,155,000
Advisory fee expenses						$ 1,155,000
Aggregate share issued (in Shares)				1,610,000
Aggregate fair value of investor shares (in Shares)				1,610,000
Non redeeming shareholders par value (in Dollars per share)				$ 0.44
Promissory notes				$ 550,000
Capital contribution			$ 350,000
Equity value				365,000,000
Aggregated consideration				$ 90,000
Percentage of consideration				20%
Bitcoin amount				$ 54,750,000
Related Party [Member]
Commitments and Contingencies [Line Items]
Promissory notes				$ 550,000		$ 0
Warrants [Member]
Commitments and Contingencies [Line Items]
Outstanding public warrants percentage				50%
Subscription Agreement [Member]
Commitments and Contingencies [Line Items]
Capital contribution	$ 200,000
Class A Common Stock [Member]
Commitments and Contingencies [Line Items]
Outstanding public warrants percentage				50%
Investor Shares [Member]
Commitments and Contingencies [Line Items]
Aggregate share issued (in Shares)		1,112,500
Aggregate fair value of investor shares (in Shares)		1,112,500
Non-redemption shareholders		$ 838,825		$ 708,400
Non redeeming shareholders par value (in Dollars per share)		$ 0.754
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Gross proceeds				$ 4,973,868
Advisory fee percentage				0.825%

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of Binomial/Lattice Model for the Investor Shares	Jan. 03, 2024	Sep. 30, 2023
Measurement Input, Risk Free Interest Rate [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Non-redemption agreements measurement inputs	3.9	4.6
Measurement Input, Expected Term [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Non-redemption agreements measurement inputs	5	5.1
Measurement Input, Price Volatility [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Non-redemption agreements measurement inputs		10
Measurement Input, Exercise Price [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Non-redemption agreements measurement inputs	11.5	11.5
Measurement Input, Share Price [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Non-redemption agreements measurement inputs		10.46
Measurement Input, Probability of de-SPAC [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Non-redemption agreements measurement inputs	20
Measurement Input, Public Warrant Price [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Non-redemption agreements measurement inputs	0.053

Commitments and Contingencies_4

Commitments and Contingencies (Details) - Schedule of Outstanding Promissory Note	Sep. 30, 2024 USD ($)
Schedule of Outstanding Promissory Note [Line Items]
Debt discount, net of amortization	$ (111,499)
Promissory note, net of discount	438,501
January 13, 2024 [Member]
Schedule of Outstanding Promissory Note [Line Items]
Principal value of promissory note	350,000
April 2, 2024 [Member]
Schedule of Outstanding Promissory Note [Line Items]
Principal value of promissory note	$ 200,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)		9 Months Ended
	Dec. 31, 2021	Sep. 30, 2024	Dec. 31, 2023
Stockholders’ Deficit [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares outstanding
Preferred stock, shares issued
Business combination, description		In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Warrant expiration date		5 years
Threshold trading days for redemption of warrants		30 days
Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Warrants issued and outstanding		12,434,671
Private Placement Warrants [Member]
Stockholders’ Deficit [Line Items]
Warrants issued and outstanding			488,041
Warrant [Member]
Stockholders’ Deficit [Line Items]
Warrant redemption price per share (in Dollars per share)		$ 0.01
Redemption period		30 days
Sale price per share (in Dollars per share)		$ 18
Threshold trading days for redemption of warrants		20 days
Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized		42,000,000	42,000,000
Common stock shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Voting rights		one vote for each share
Common stock, shares issued		9,591,222	9,591,222
Common stock, shares outstanding		9,591,222	9,591,222
Subject to possible redemption, shares outstanding		4,757,884	15,630,150
Subject to possible redemption, shares issued		4,757,884	15,630,150
Class A Common Stock [Member] | Sponsor [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares issued		14,349,106	25,221,372
Common stock, shares outstanding		14,349,106	25,221,372
Class A Common Stock [Member] | Warrant [Member]
Stockholders’ Deficit [Line Items]
Warrant exercise (in Dollars per share)		$ 11.5
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized		10,000,000	10,000,000
Common stock shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Voting rights		one vote for each share
Common stock, shares issued
Common stock, shares outstanding
Subject to forfeiture	1,133,333
Over-Allotment Option [Member]
Stockholders’ Deficit [Line Items]
Converted basis percentage		25%
Over-Allotment Option [Member] | Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Forfeited founder shares (in Dollars)		$ 148,192

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Assets Measured at Fair Value - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Asset, Held-in-Trust [Member]
Asset:
Investments held in Trust Account	$ 51,996,271	$ 165,653,149
Asset, Held-in-Trust [Member] | Quoted Prices In Active Markets (Level 1) [Member]
Asset:
Investments held in Trust Account	51,996,271	165,653,149
Asset, Held-in-Trust [Member] | Significant Other Observable Inputs (Level 2) [Member]
Asset:
Investments held in Trust Account
Asset, Held-in-Trust [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Asset:
Investments held in Trust Account
Promissory Note [Member]
Liability:
Promissory Note, net of discount	438,501
Promissory Note [Member] | Quoted Prices In Active Markets (Level 1) [Member]
Liability:
Promissory Note, net of discount
Promissory Note [Member] | Significant Other Observable Inputs (Level 2) [Member]
Liability:
Promissory Note, net of discount
Promissory Note [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Liability:
Promissory Note, net of discount	$ 438,501
Notes Payable [Member]
Liability:
Promissory Note, net of discount
Notes Payable [Member] | Quoted Prices In Active Markets (Level 1) [Member]
Liability:
Promissory Note, net of discount
Notes Payable [Member] | Significant Other Observable Inputs (Level 2) [Member]
Liability:
Promissory Note, net of discount
Notes Payable [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Liability:
Promissory Note, net of discount

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Black Scholes Model for the Promissory Note	Jan. 03, 2024
Risk-free interest rate [Member]
Schedule of Black Scholes Model for the Promissory Note [Line Items]
Promissory note measurement input method	3.9
Term (in years) [Member]
Schedule of Black Scholes Model for the Promissory Note [Line Items]
Promissory note measurement input method	5
Probability of de-SPAC [Member]
Schedule of Black Scholes Model for the Promissory Note [Line Items]
Promissory note measurement input method	20
Exercise price [Member]
Schedule of Black Scholes Model for the Promissory Note [Line Items]
Promissory note measurement input method	11.5
Public Warrant Price [Member]
Schedule of Black Scholes Model for the Promissory Note [Line Items]
Promissory note measurement input method	0.053

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Fair Value of the Level 3 Note Payable	9 Months Ended
	Sep. 30, 2024 USD ($)
Schedule of Fair Value of the Level 3 Note Payable [Abstract]
Fair value as of beginning balance
Initial value	550,000
Discount on promissory note, net of amortization	(111,499)
Fair value as of ending balance	$ 438,501

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - October Note [Member] - USD ($)	Oct. 31, 2024	Oct. 25, 2024
Subsequent Event [Line Items]
Principal amount	$ 973,116.44	$ 2,000,000
Other borrowed		$ 65,000