ClimateRock (CLRC) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 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	CLIMATEROCK
Entity Central Index Key	0001903392
Entity File Number	001-41363
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
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	25 Bedford Square
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	WC1B 3HH
Entity Phone Fax Numbers [Line Items]
City Area Code	+44
Local Phone Number	730 847 5096
Units, each consisting of one Class A Ordinary Share, one-half of one Redeemable Warrant and one Right
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, one-half of one Redeemable Warrant and one Right
Trading Symbol	CLRCU
Security Exchange Name	NASDAQ
Class A Ordinary Share, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A Ordinary Share, par value $0.0001 per share
Trading Symbol	CLRC
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	CLRCW
Security Exchange Name	NASDAQ
Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination
Entity Listings [Line Items]
Title of 12(b) Security	Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination
Trading Symbol	CLRCR
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		4,552,097
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 3,708	$ 57,290
Prepaid expenses	20,250	412
Total current assets	23,958	57,702
Non-current assets
Cash and cash equivalents held in Trust Account	28,895,303	28,508,214
Total non-current assets	28,895,303	28,508,214
TOTAL ASSETS	28,919,261	28,565,916
Current liabilities
Accrued liabilities	1,104,939	959,720
Total current liabilities	5,310,885	3,226,185
Non-current liabilities
Deferred underwriting commission payable	2,362,500	2,362,500
Total non-current liabilities	2,362,500	2,412,500
TOTAL LIABILITIES	7,673,385	5,638,685
COMMITMENTS AND CONTINGENCIES (see Note 6)
SHAREHOLDERS' DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(7,649,636)	(5,581,192)
Total shareholders' deficit	(7,649,427)	(5,580,983)
TOTAL LIABILITIES, COMMITMENTS AND CONTINGENCIES, AND SHAREHOLDERS' DEFICIT	28,919,261	28,565,916
Related Party
Current liabilities
Administrative service fee payable - related party	274,941	184,941
Loan payable - related party	2,781,005	1,481,524
Convertible promissory note payable - related party	1,150,000	600,000
Non-current liabilities
Loan payable - related party		50,000
Class A Ordinary Shares
Non-current liabilities
Class A ordinary shares, $0.0001 par value, subject to possible redemption 2,465,223 and 2,577,138 shares at redemption value of $11.72 and $11.06 per share, including dividends earned on Trust Account, at September 30, 2024 and December 31, 2023, respectively	28,895,303	28,508,214
SHAREHOLDERS' DEFICIT
Ordingary Shares, Value	209	209
Class B Ordinary Shares
SHAREHOLDERS' DEFICIT
Ordingary Shares, Value

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Common stock, subject to possible redemption	2,465,223	2,577,138
Common stock,shares at redemption value (in Dollars per share)	$ 11.72	$ 11.06
Common stock subject to possible redemption, par value (in Dollars per share)	0.0001	0.0001
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	479,000,000	479,000,000
Ordinary shares, shares issued	2,086,874	2,086,874
Ordinary shares, shares outstanding	2,086,874	2,086,874
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	1	1
Ordinary shares, shares outstanding	1	1

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses
Formation and operating costs	$ 165,800	$ 301,201	$ 1,428,607	$ 1,087,201
Administrative service fees - related party	30,000	30,000	90,000	90,000
Net loss from operations	(195,800)	(331,201)	(1,518,607)	(1,177,201)
Other income
Interest income		51	163	171
Dividend income on Trust Account	368,522	357,678	1,109,332	1,762,208
Total other income	368,522	357,729	1,109,495	1,762,379
Net (loss) income	$ 172,722	$ 26,528	$ (409,112)	$ 585,178
Redeemable Ordinary Shares
Basic and diluted weighted average shares outstanding
Ordinary shares, basic (in Shares)	2,465,223	2,577,138	2,513,828	4,828,244
Ordinary shares, diluted (in Shares)	2,465,223	2,577,138	2,513,828	4,828,244
Basic and diluted income (loss) earnings per share
Ordinary shares, basic (in Dollars per share)	$ 0.13	$ 0.11	$ 0.21	$ 0.22
Ordinary shares, diluted (in Dollars per share)	$ 0.13	$ 0.11	$ 0.21	$ 0.22
Non-Redeemable Ordinary Shares
Basic and diluted weighted average shares outstanding
Ordinary shares, basic (in Shares)	2,086,875	2,086,875	2,086,875	2,086,875
Ordinary shares, diluted (in Shares)	2,086,875	2,086,875	2,086,875	2,086,875
Basic and diluted income (loss) earnings per share
Ordinary shares, basic (in Dollars per share)	$ (0.08)	$ (0.12)	$ (0.45)	$ (0.22)
Ordinary shares, diluted (in Dollars per share)	$ (0.08)	$ (0.12)	$ (0.45)	$ (0.22)

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($)	Ordinary Shares Class A	Ordinary Shares Class B	Preference Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balances at Dec. 31, 2022	$ 12	$ 197			$ (3,330,176)	$ (3,329,967)
Balances (in Shares) at Dec. 31, 2022	118,125	1,968,750
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value					(858,477)	(858,477)
Conversion of 1,968,749 Class B ordinary shares to Class A ordinary shares at par value of $0.0001 per share	$ 197	$ (197)
Conversion of 1,968,749 Class B ordinary shares to Class A ordinary shares at par value of $0.0001 per share (in Shares)	1,968,749	(1,968,749)
Net (loss) income					451,852	451,852
Balances at Mar. 31, 2023	$ 209				(3,736,801)	(3,736,592)
Balances (in Shares) at Mar. 31, 2023	2,086,874	1
Balances at Dec. 31, 2022	$ 12	$ 197			(3,330,176)	(3,329,967)
Balances (in Shares) at Dec. 31, 2022	118,125	1,968,750
Net (loss) income						585,178
Balances at Sep. 30, 2023	$ 209				(4,882,206)	(4,881,997)
Balances (in Shares) at Sep. 30, 2023	2,086,874	1
Balances at Mar. 31, 2023	$ 209				(3,736,801)	(3,736,592)
Balances (in Shares) at Mar. 31, 2023	2,086,874	1
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value					(696,053)	(696,053)
Net (loss) income					106,798	106,798
Balances at Jun. 30, 2023	$ 209				(4,326,056)	(4,325,847)
Balances (in Shares) at Jun. 30, 2023	2,086,874	1
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value					(582,678)	(582,678)
Net (loss) income					26,528	26,528
Balances at Sep. 30, 2023	$ 209				(4,882,206)	(4,881,997)
Balances (in Shares) at Sep. 30, 2023	2,086,874	1
Balances at Dec. 31, 2023	$ 209				(5,581,192)	(5,580,983)
Balances (in Shares) at Dec. 31, 2023	2,086,874	1
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value					(597,627)	(597,627)
Net (loss) income					(327,511)	(327,511)
Balances at Mar. 31, 2024	$ 209				(6,506,330)	(6,506,121)
Balances (in Shares) at Mar. 31, 2024	2,086,874	1
Balances at Dec. 31, 2023	$ 209				(5,581,192)	(5,580,983)
Balances (in Shares) at Dec. 31, 2023	2,086,874	1
Net (loss) income						(409,112)
Balances at Sep. 30, 2024	$ 209				(7,649,636)	(7,649,427)
Balances (in Shares) at Sep. 30, 2024	2,086,874	1
Balances at Mar. 31, 2024	$ 209				(6,506,330)	(6,506,121)
Balances (in Shares) at Mar. 31, 2024	2,086,874	1
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value					(543,183)	(543,183)
Net (loss) income					(254,323)	(254,323)
Balances at Jun. 30, 2024	$ 209				(7,303,836)	(7,303,627)
Balances (in Shares) at Jun. 30, 2024	2,086,874	1
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value					(518,522)	(518,522)
Net (loss) income					172,722	172,722
Balances at Sep. 30, 2024	$ 209				$ (7,649,636)	$ (7,649,427)
Balances (in Shares) at Sep. 30, 2024	2,086,874	1

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Statement of Stockholders' Equity [Abstract]
Conversion of Class B ordinary shares | shares	1,968,749
Conversion of Class A ordinary shares at par value | $ / shares	$ 0.0001

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net (loss) income	$ (409,112)	$ 585,178
Adjustment to reconcile net (loss) income to net cash used in operating activities:
Dividend income received in Trust Account	(1,109,332)	(1,762,208)
Changes in operating assets and liabilities:
Accrued liabilities	145,219	39,504
Administrative service fee payable - related party	90,000	90,000
Prepaid expenses	(19,838)	74,738
Net cash used in operating activities	(1,303,063)	(972,788)
Cash flows from investing activities:
Cash deposited in trust account for monthly extension fees	(550,000)	(375,000)
Proceeds from sales of marketable securities in trust account	1,272,243	55,265,334
Net cash provided by investing activities	722,243	54,890,334
Cash flows from financing activities:
Proceeds from related party loan	1,249,481	575,289
Proceeds from convertible promissory note - related party	550,000	450,000
Repayment of related party loans		(9,397)
Payment for redemption of ordinary shares	(1,272,243)	(55,265,334)
Net cash provided by (used in) financing activities	527,238	(54,249,442)
Net decrease in cash and cash equivalents	(53,582)	(331,896)
Cash and cash equivalents at beginning of period	57,290	411,711
Cash and cash equivalents at end of period	3,708	79,815
Non-cash investing and financial activities:
Remeasurement adjustment on public shares subject to possible redemption	$ 1,659,332	$ 2,137,208

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2024
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ClimateRock (the “Company”) is a Cayman Islands exempted company incorporated as a blank check company on December 6, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company focuses on opportunities in climate change, environment, renewable energy and emerging, clean technologies. In order to affect a Business Combination, the Company owns subsidiary ClimateRock Holdings Limited, a Cayman Islands exempted company (“Holdings” or “Pubco”), and its subsidiary ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”). As of September 30, 2024, the Company had not yet commenced operations. All activity through September 30, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and post-offering activities in search for a target to consummate a Business Combination. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on April 27, 2022. On May 2, 2022, the Company consummated its Initial Public Offering of 7,875,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, including 375,000 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $78,750,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 3,762,500 warrants (“Private Placement Warrants”) at a price of $1.00 per warrant to the Company’s sponsor, U.N. SDG Support LLC, a Delaware limited liability company (“Sponsor”), generating gross proceeds of $3,762,500 (See Note 4). Offering costs amounted to $5,093,930, consisting of $1,181,250 of underwriting fees, $2,362,500 of deferred underwriting commissions payable (which are held in the Trust Account as defined below), $946,169 of Representative Shares (See Note 6), and $604,011 of other offering costs. As described in Note 6, the $2,362,500 of deferred underwriting commissions payable is contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement. Upon the closing of the Initial Public Offering and Private Placement, $79,931,250 of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. At September 30, 2024, the Company had $3,708 in cash held outside of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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 1940, as amended, or the Investment Company Act. The Company will provide holders of its Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (approximately $11.72 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Company initially had until 12 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if the Company anticipated that it may not be able to consummate the initial Business Combination within 12 months, it may extend the period of time to consummate a Business Combination by two additional 3-month periods (for a total of up to 18 months) without submitting proposed extensions to its shareholders for approval or offering its Public Shareholders redemption rights in connection therewith. The Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, would have been required to deposit into the Trust Account $787,500 ($0.10 per share) on or prior to the date of the applicable deadline for each additional three month period. In connection with the Company’s extraordinary general meeting of shareholders held on April 27, 2023 (the “2023 EGM”), the Company’s amended and restated memorandum and articles of association was amended to remove this requirement. Instead, the Sponsor agreed to contribute to the Company as a loan of $75,000 for each calendar month (commencing on May 2, 2023 and ending on the 1st day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial Business Combination from May 2, 2023 until May 2, 2024 (or such earlier date as determined by the board of directors in its sole discretion). On April 27, 2023, the Company held the 2023 EGM and approved, among other things, an amendment to the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company would be required to consummate a Business Combination from November 2, 2023 (assuming the Sponsor was to have effected and paid extensions as described in the definitive proxy statement as filed with U.S. Securities and Exchange Commission (the “SEC”) on April 11, 2023) to May 2, 2024 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “Extension Amendment”) and (ii) to permit its board of directors, in its sole discretion, to elect to wind up the Company’s operations on, or on an earlier date than May 2, 2024 (including prior to May 2, 2023). In connection with the 2023 EGM, shareholders holding 5,297,862 the Company’s Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $55,265,334 (approximately $10.43 per share) was removed from the Trust Account to pay such holders. The redemption occurred on May 2, 2023. On April 10, 2024, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that the Company’s Public Shareholders were below the 400 Public Holders minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(2) (the “Public Holders Requirement”). The notifications received have no immediate effect on the Company’s Nasdaq listing. The Nasdaq rules provide the Company 45 calendar days to submit a plan to regain compliance and a compliance period of up to 180 calendar days in which to evidence compliance. The Company submitted to the Staff a plan to regain compliance on time. On April 19, 2024, the Company received a notice from Ms. Caroline Harding, an independent director of the Company, of her decision to resign as a member of the Company’s board of directors and all committees thereof, effective April 26, 2024. Ms. Harding has been an independent director of the Company for approximately 2 years since April 2022. The resignation of Ms. Harding is for personal reasons and does not result from any dispute with the Company. On April 24, 2024, the Company received a notice from Mr. Randolph Sesson, Jr., an independent director of the Company, of his decision to resign as a member of the board of directors and all committees thereof, effective April 26, 2024. Mr. Sesson, Jr. has been an independent director of the Company for more than 2 years since the inception of the Company in December 2021. The resignation of Mr. Sesson, Jr. is for personal reasons and does not result from any dispute with the Company. On April 29, 2024, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “2024 EGM”) and approved, among other things, an amendment to the amended and restated memorandum and articles of association to (i) extend the date by which the Company would be required to consummate a Business Combination from May 2, 2024 to May 2, 2025 (or such earlier date as determined by the board of directors in its sole discretion) (the “Second Extension”) and (ii) to permit the Company’s board of directors, in its sole discretion, to elect to wind up operations on, or on an earlier date than May 2, 2025. In connection with the 2024 EGM, shareholders holding 111,915 of the Company’s Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.27 million (approximately $11.37 per share) was removed from the Trust Account to pay such holders. On May 20, 2024, the board of directors of the Company appointed Dariusz Sliwinski as a director, effective immediately. Mr. Sliwinski qualifies as an independent director and is appointed to serve as the chair of the audit committee and the member of the compensation committee and the nominating and corporate governance committee of the board of directors. Going concern and management’s plan As of September 30, 2024, the Company has a cash balance of $3,708 and a working capital deficit of $5,286,927. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the consolidated financial statements. Prior to consummation of a Business Combination, the Company has the ability to secure additional funding from the Sponsor or other related parties. There is no assurance that the Company’s plans to consummate a Business Combination will be successful by May 2, 2025. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

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 and Principles of Consolidation The accompanying unaudited consolidated financial statements as of September 30, 2024, and for the three and nine months ended September 30, 2024 and 2023 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the period ending December 31, 2024, or any future period. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 18, 2024. Cash and cash equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had a cash balance of $3,708 and $57,290 in its working capital account, respectively. Cash and cash equivalents in Trust Account The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the Combination Period. The Company’s cash and cash equivalents held in the Trust Account are classified as cash equivalents. Gains and losses resulting from the change in the balance of the cash and cash equivalents held in Trust Account are included in dividend income on the Trust Account in the accompanying statements of operations. Dividend income earned is fully reinvested into the cash and cash equivalents held in Trust Account and therefore considered as an adjustment to reconcile net (loss) income to net cash used in operating activities in the consolidated statements of cash flow. Such interest income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of Business Combination (See Note 1). As of September 30, 2024 and December 31, 2023, the Company had $28,895,303 and $28,508,214 held in the Trust Account, respectively, including $1,109,332 and $2,134,446 in dividends earned on cash and cash equivalents held in Trust Account in the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively. 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 shareholder 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) 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 consolidated 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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, the actual results could differ significantly from those estimates. Ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals zero. Accordingly, ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (loss) income per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” In order to determine the net (loss) income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed (loss) income allocable to both the redeemable shares and non-redeemable shares and the undistributed (loss) income is calculated using the total net (loss) income less interest income in Trust Account less any dividends paid. The Company then allocated the undistributed (loss) income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders. At September 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The net (loss) income per share presented in the consolidated statement of operations is based on the following: Three months ended Three months ended Net (loss) income $ 172,722 $ 26,528 Less: Monthly extension fees 150,000 225,000 Less: Dividend income on Trust Account to be allocated to redeemable shares 368,522 357,678 Net loss excluding monthly extension fees and dividend income on Trust Account $ (345,800 ) $ (556,150 ) Three months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (187,271 ) $ (158,529 ) Dividend income on trust account 368,522 — Monthly extension fees 150,000 — Allocation of net income (loss) $ 331,251 $ (158,529 ) Denominators: Weighted-average shares outstanding 2,465,223 2,086,875 Basic and diluted net income (loss) per share $ 0.13 $ (0.08 ) Three months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (307,305 ) $ (248,845 ) Dividend income on trust account 357,678 — Monthly extension fees 225,000 — Allocation of net income (loss) $ 275,373 $ (248,845 ) Denominators: Weighted-average shares outstanding 2,577,138 2,086,875 Basic and diluted net income (loss) per share $ 0.11 $ (0.12 ) Nine months ended Nine months ended Net (loss) income $ (409,112 ) $ 585,178 Less: Monthly extension fees 550,000 375,000 Less: Dividend income on Trust Account to be allocated to redeemable shares 1,109,332 1,762,208 Net loss excluding monthly extension fees and dividend income on Trust Account $ (2,068,444 ) $ (1,552,030 ) Nine months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (1,130,200 ) $ (938,244 ) Dividend income on trust account 1,109,332 — Monthly extension fees 550,000 — Allocation of net income (loss) $ 529,132 $ (938,244 ) Denominators: Weighted-average shares outstanding 2,513,828 2,086,875 Basic and diluted net income (loss) per share $ 0.21 $ (0.45 ) Nine months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (1,083,652 ) $ (468,378 ) Dividend income on trust account 1,762,208 — Monthly extension fees 375,000 — Allocation of net income (loss) $ 1,053,556 $ (468,378 ) Denominators: Weighted-average shares outstanding 4,828,244 2,086,875 Basic and diluted net income (loss) per share $ 0.22 $ (0.22 ) Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 825, “Financial Instruments” approximates the carrying amounts represented in the consolidated balance sheet, primarily due to its 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). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Cash and cash equivalents held in Trust Account 1 $ 28,895,303 $ 28,508,214 Except for the foregoing, the Company does not have any assets measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023. Recent accounting pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On May 2, 2022, the Company consummated its Initial Public Offering of 7,875,000 Units, including 375,000 Units that were issued pursuant to the underwriters’ partial exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $78,750,000. Each unit consists of one Class A ordinary share, one-half of one redeemable warrant and one right. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to certain adjustments. Each right entitles the holder to receive one-tenth of one Class A ordinary share upon consummation of the Company’s initial Business Combination (See Note 7 — Shareholders’ Equity, Class A Ordinary Shares All of the 7,875,000 Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance 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 ordinary shares subject to redemption to be classified outside of permanent equity. As of September 30, 2024 and December 31, 2023, the Class A ordinary shares reflected on the consolidated balance sheet are reconciled in the following table. As of As of Gross proceeds $ 78,750,000 $ 78,750,000 Less: Proceeds allocated to public warrants and public rights (6,898,500 ) (6,898,500 ) Offering costs of public shares (4,647,702 ) (4,647,702 ) Redemption of shares (56,537,577 ) (55,265,334 ) Plus: Accretion of carrying value to redemption value 17,079,082 15,969,750 Monthly extension fees 1,150,000 600,000 Ordinary shares subject to possible redemption $ 28,895,303 $ 28,508,214

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT On May 2, 2022, the Company sold 3,762,500 Private Placement Warrants, including 112,500 Private Placement Warrants that were issued pursuant to the underwriters’ partial exercise of the over-allotment option, at $1.00 per warrant, generating gross proceeds of $3,762,500 in the Private Placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the net proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

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 December 30, 2021, the Company issued 2,156,250 of its Class B ordinary shares to the Sponsor (the “Founder Shares”) for $25,000 at a par value of $0.0001, which included an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (See Note 6). The Sponsor had paid $25,000 in exchange for the shares through a related party before December 31, 2021. Since the underwriters partially exercised the over-allotment option in respect of 375,000 Units and, as agreed with the Company, the underwriters waived their right to further exercise the option (See Note 6), a total of 93,750 of the Founder Shares were no longer subject to forfeiture on May 2, 2022, and 187,500 of the Founder Shares were forfeited, resulting in an aggregate of 1,968,750 Founder Shares issued and outstanding. On March 31, 2023, the Sponsor elected to convert 1,968,749 Class B ordinary shares to Class A ordinary shares of the Company, on a one-for-one basis. These conversion shares are subject to the same restrictions as applied to the Class B ordinary shares before the conversion, including among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for the Company’s Initial Public Offering. The holder of these conversion shares have no rights to funds in the Trust Account. Following the conversion, the Sponsor owns 1,968,749 Class A ordinary shares and one Class B ordinary share. As of September 30, 2024, the Company had one Class B ordinary share outstanding. Loans with related party On September 21, 2022, the Company entered into a loan agreement with Eternal B.V., an affiliate of the Company through common ownership, (the “Lender”) in the principal amount of up to $180,000, on an unsecured basis and bearing no interest (the “Second Eternal Loan”). The Second Eternal Loan was available to be drawn down from September 21, 2022 to March 31, 2023 and its maturity date is March 31, 2025, or if earlier, the date of the consummation of the initial Business Combination of the Company, as amended on August 5, 2024 (the “Second Eternal Loan Amendment”). As of September 30, 2024 and December 31, 2023, the outstanding balance of the Second Eternal Loan was $170,603 and no interest was accrued. Additionally, on November 12, 2022, the Company entered into a loan agreement with the Lender in the principal amount of up to $300,000, on an unsecured basis and bearing no interest (the “Third Eternal Loan”). The Third Eternal Loan was available to be drawn down from November 12, 2022 to March 31, 2023. The maturity date is January 1, 2025 or, if earlier, the date of the consummation of the initial Business Combination of the Company, as amended on August 6, 2024 (the “Third Eternal Loan Amendment”). As of September 30, 2024 and December 31, 2023, the outstanding balance of the Third Eternal Loan was $300,000 and no interest was accrued. On January 29, 2023, the Company entered into a loan agreement with the Lender in the principal amount of up to $50,000, on an unsecured basis and bearing no interest (the “Fourth Eternal Loan”). The Fourth Eternal Loan was available to be drawn down from January 29, 2023 to March 31, 2023 and its maturity date is the earlier of March 31, 2025 or the date of the consummation of the initial Business Combination of the Company, as amended by the Eternal Loan Amendment (as defined below). As of September 30, 2024 and December 31, 2023, the outstanding balance of the Fourth Eternal Loan was $50,000 and no interest was accrued. On April 12, 2023, the Company entered into a loan agreement with the Lender for a loan facility in the principal amount of up to $500,000, on an unsecured basis and bearing no interest (the “Fifth Eternal Loan”). The Fifth Eternal Loan was available to be drawn down in four installments: $150,000 on April 12, 2023, $125,000 on May 3, 2023, $125,000 on June 3, 2023, and $100,000 on July 3, 2023. The maturity date is January 1, 2025, or if earlier, the date of the consummation of the initial Business Combination of the Company, as amended on August 6, 2024 (the “Fifth Eternal Loan Amendment”). As of September 30, 2024 and December 31, 2023, the Company borrowed an additional $0 and $153,619, respectively, beyond the initial terms of the loan. As of September 30, 2024 and December 31, 2023, the outstanding balance of the Fifth Eternal Loan was $500,000 and $653,619, respectively, and no interest was accrued. On November 1, 2023, the Company entered into a loan agreement with the Lender in the principal amount of up to $335,000 on an unsecured basis and bearing no interest (the “Sixth Eternal Loan”). The Sixth Eternal Loan was available to be drawn down from November 1, 2023. The maturity date is January 1, 2025, or if earlier, the date of the consummation of the initial Business Combination of the Company, as amended on August 6, 2024 (the “Sixth Eternal Loan Amendment”). In the event the Company does not repay the Sixth Eternal Loan within 10 days of the consummation of the initial Business Combination of the Company, the Company will pay an interest of five percent (5%) per month to the Lender until the date of repayment of the loan. As of September 30, 2024 and December 31, 2023, the Company borrowed an additional $0 and $22,302, respectively, beyond the initial terms of the loan. As of September 30, 2024 and December 31, 2023, the outstanding balance of the Sixth Eternal Loan was $335,000and On November 1, 2023, the Company and the Lender agreed to a loan amendment (the “Eternal Loan Amendment”) requiring that in the event that Company does not repay each of the Second Eternal Loan, Third Eternal Loan, Fourth Eternal Loan, and Fifth Eternal Loan within 10 days of the consummation of the initial Business Combination of the Company, the Company will pay an interest of five percent (5%) per month to the Lender until the date of repayment of each loan. On August 5, 2024, the Company entered into a loan agreement with Eternal for a loan facility in the principal amount of up to $1,500,000, on an unsecured basis and bearing no interest (the “Seventh Eternal Loan”). The Seventh Eternal Loan is available for drawdown by the Borrower in unlimited number of installments in the period from August 3, 2024 to March 31, 2025. The final repayment date is March 31, 2025 or, if earlier, the date of the consummation of the initial business combination of the Company. As of September 30, 2024, the outstanding balance of the Seventh Eternal Loan was $1,425,402 and no interest was accrued. The Lender is controlled by Charles Ratelband V, the Company’s Executive Chairman of the board of directors. Each member of the Company’s board of directors has been informed of Mr. Ratelband’s material interest in the loan agreements, and upon the approval and recommendation of the audit committee, the Company’s board of directors has determined that the loans are fair and in the best interests of the Company and has voted to approve the loans. Convertible Promissory Note On May 2, 2023, the Company issued a convertible promissory note (the “2023 Extension Note”) in the aggregate principal amount of $900,000 to the Sponsor, which will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the Extension Amendment. The Sponsor agreed to pay $75,000 per month until the completion of an initial Business Combination, commencing on May 2, 2023 and continuing through May 2, 2024 (or such earlier date as determined by the Company’s board of directors in its sole discretion). The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the Company’s liquidation. On November 3, 2023, the Company issued an amended and restated extension note to amend and restate the 2023 Extension Note (as amended and restated, the “2023 Extension Note”). Per the 2023 Extension Note, if the Company does not repay the 2023 Extension Note within five days of the maturity date, five percent (5%) interest per month will accrue on the unpaid principal balance until the 2023 Extension Note is fully repaid. At any time prior to the payment in full of the principal balance of the convertible promissory note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants (the “Conversion Warrants”) at a conversion price of $1.00 per warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by the Company at the Initial Public Offering. The Company has determined that the fair value of the 2023 Extension Note is par value. As of September 30, 2024 and December 31, 2023, the outstanding balance of the 2023 Extension Note was $900,000 and $600,000, respectively, and no interest was accrued. On April 30, 2024, the Company issued a convertible promissory note (the “2024 Extension Note”) in the aggregate principal amount of $600,000 to the Sponsor, which will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2024 EGM. The Sponsor agreed to pay $50,000 per month that the board of directors decides to take to complete an initial Business Combination, commencing on May 2, 2024 and continuing through May 2, 2025 (or such earlier date as determined by the Company’s board of directors in its sole discretion). The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the Company’s liquidation. At any time prior to the payment in full of the principal balance of the convertible promissory note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants (the “Conversion Warrants”) at a conversion price of $1.00 per warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by the Company at the Initial Public Offering. The Company has determined that the fair value of the 2024 Extension Note is par value. As of September 30, 2024, the outstanding balance of the 2024 Extension Note was $250,000. Administrative Service Fee The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor on April 27, 2022 whereby the Sponsor will perform certain services for the Company for a monthly fee of $10,000. On May 2, 2022, the Sponsor entered into an assignment agreement with Gluon Group, an affiliate of the Company, to provide the services detailed in the Administrative Service Agreement. An officer of the Company owns 505 shares of Gluon Group and serves as managing partner. As of September 30, 2024 and December 31, 2023, $39,187 has been paid to Gluon Group for such services, and an additional $274,941 and $184,941, respectively, has been accrued. Advisory Services On September 21, 2022, the Company entered into an agreement (the “Letter Agreement”) with Gluon Partners LLP (“Gluon”) to pay a fee (the “Transaction Success Fee”) upon completion of one or more successful transactions. The Company will pay Gluon $500,000 upon completion of one or more transactions with an aggregate purchase price of less than $400,000,000; and, an additional $500,000 upon completion of one or more transactions with an aggregate purchase price of more than $400,000,000. This means the total remuneration for transactions with a purchase price more than $400,000,001 would be $1,000,000. The transactions purchase price will correspond to the price paid to the sellers of the applicable target, including cash, debt, and equity funded payments. Each Transaction Success Fee will be payable upon consummation of the applicable transaction, regardless of (i) the calendar for the payment of the purchase price, (ii) how the purchase price is funded, (iii) any deferred payment subsequent to consummation of the transaction, or (iv) any adjustments to the price of the transaction subsequent to consummation. Following payment of Transaction Success Fee, any accrued fees payable to the Gluon Group by the Company will be waived. On October 5, 2022, the Company and Gluon agreed to lower the Transaction Success Fee to a total payment of $250,000 upon successful completion of one of more transactions with an aggregate purchase price equal or more than $400,000,000. In addition, the Letter Agreement was amended to entitle Gluon, with respect to any financing undertaken by the Company introduced by Gluon during the term of the Letter Agreement, to the following fees: (i) for a financing involving an issuance of the Company’s senior, subordinated and/or mezzanine debt securities, a cash fee payable at any closing equal to two percent (2.0%) of the gross proceeds received by the Company at such closing; (ii) for a financing involving equity, equity-linked or convertible securities, a cash fee payable at each closing equal to five percent (5.0%) of the gross proceeds received by the Company at such closing. In addition to the Transaction Success Fee, the Company agreed to pay Gluon Group for any reasonable and documented out-of-pocket expenses incurred in connection with providing the services for the transactions. In the event of a successful initial Business Combination, Gluon also agreed to waive any accrued fees owed by the Company. Business Combination Agreement On December 30, 2023, ClimateRock entered into a Business Combination Agreement with GreenRock, a related party through shared management. (See Note 6).

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 The holders of the Founder Shares and Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed on April 27, 2022. 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 consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement On October 21, 2021, the Company engaged Maxim Group LLC (“Maxim”) as its underwriter. The Company granted the underwriters a 45-day option until June 11, 2022 to purchase up to 1,125,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 2, 2022, the underwriters partially exercised this option in respect of 375,000 Units and, as agreed with the Company, the underwriters waived their right to further exercise the option on May 5, 2022. The underwriters were entitled to an underwriting discount of $0.45 per unit, or $3,543,750 in the aggregate, of which $0.15 per unit, or $1,181,250 was paid upon the closing of the Initial Public Offering. Of the $0.45 discount, the underwriters were entitled to a deferred underwriting commission of $0.30 per unit, or $2,362,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition to the underwriting discount, the Company has agreed to pay or reimburse the underwriters for travel, lodging and other “road show” expenses, expenses of the underwriters’ legal counsel and certain diligence and other fees, including the preparation, binding and delivery of bound volumes in form and style reasonably satisfactory to the representative, transaction Lucite cubes or similar commemorative items in a style as reasonably requested by the representative, and reimbursement for background checks on our directors, director nominees and executive officers, which such fees and expenses are capped at an aggregate of $125,000 (less amounts previously paid). The $125,000 was paid out of the proceeds of the Initial Public Offering on May 2, 2022. Representative Shares The Company has issued to Maxim and/or its designees, 118,125 shares of Class A ordinary shares upon the consummation of the Initial Public Offering (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost associated with the Initial Public Offering, with a corresponding credit to shareholder’s equity. The Company estimated the fair value of Representative Shares to be $946,181. Maxim has agreed not to transfer, assign, or sell any such shares until the completion of the Business Combination. In addition, Maxim has agreed: (i) to waive its redemption rights with respect to such shares in connection with the completion of the Business Combination; and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its Business Combination within the Combination Period. The shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement for the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following April 27, 2022, nor may they be sold, transferred, assigned, pledged, or hypothecated for a period of 180 days immediately following April 27, 2022 except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Subject to certain conditions, the Company granted Maxim, for a period beginning on May 2, 2022 and ending 12 months after the date of the consummation of the Business Combination, a right of first refusal to act as book-running managing underwriter or placement agent for any and all future public and private equity, equity-linked, convertible and debt offerings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of more than three years from April 27, 2022. Transaction Expenses On May 31, 2022, the Company entered into an agreement (the “EGS Agreement”) with Ellenoff, Grossman & Schole LLP to act as U.S. securities council to the Company in connection with pending acquisition targets for the Company to acquire consistent with its initial public offering and assist in U.S. securities work related to the initial Business Combination. The fee structure for this agreement is as follows: (i) an upfront retainer of $37,500 (ii) billing on an hourly basis for time (iii) each month fifty percent (50%) of the amount billed shall be due and owing (iv) the remaining fifty percent (50%) not paid on a monthly basis will be deferred until the closing of the initial Business Combination and will be paid with a twenty percent (20%) premium. As of September 30, 2024 and December 31, 2023, the total outstanding billed amount for services provided by EGS is $913,026 and $892,784, respectively, of which $456,513 and $446,392 (50% of the outstanding balance), respectively, is considered outstanding per the terms of the EGS Agreement and is included in accrued liabilities on the consolidated balance sheet. As the initial Business Combination cannot be deemed probable as of September 30, 2024 and December 31, 2023, respectively, and payment of the deferred portion of the outstanding balance is contingent upon a successful initial Business Combination, no amount was accrued for the deferred portion of the outstanding amount or the premium. On March 30, 2023, the Maxim Letter Agreement (as defined below) was amended (“Amendment No. 4”) to state that the Company will owe a cash fee payable, at each closing of the Alliance Global Partners equity or equity-linked offering in connection with the contemplated initial Business Combination with EEW (as defined below), equal to one percent (1%) of the gross proceeds received by EEW or its related entities at such closing. On August 17, 2022, the Company entered into an agreement (the “Maxim Letter Agreement”) with Maxim to pay a fee (the “Maxim Success Fee”) upon completion of one or more successful transactions. On October 3, 2022, the Company amended its agreement with Maxim (the “Maxim Amendment”). The Maxim Amendment states that the Company shall pay to Maxim, upon closing of such transaction(s), a fee based upon the amount of cash the Company has in the Trust Account immediately prior to consummation of the transaction and/or contributed to the transaction. If the amount of such cash is less than $50,000,000, Maxim’s fee shall be equal to $200,000 in cash and an additional $150,000 of common stock of the post-transaction Company (the “New Common Stock”). If the amount of such cash is equal to or greater than $40 million, the Maxim Success Fee will be $500,000 cash. If the amount of such cash is equal to or greater than $75 million, the Maxim Success Fee will be $500,000 cash and an additional $500,000 payable in either cash or New Common Stock, at the option of the Company. The New Common Stock will be issued to Maxim Partners LLC, will be valued at the same price per share/exchange ratio as in the definitive transaction documentation, and it will have unlimited piggyback registration rights. The Maxim Success Fee will be paid upon the consummation of the transaction. On July 11, 2022, the Company entered into an agreement (the “ALANTRA Letter Agreement”) with ALANTRA Corporate Finance, S.A.U. (“ALANTRA”) and U.N. SDG Support Holdings LLC (“Sponsor Entity”). On October 3, 2022, the Company amended its agreement with ALANTRA (the “ALANTRA Letter Agreement”). The Company will pay ALANTRA a retainer of $15,000 at signing of the ALANTRA Letter Agreement and $20,000 per month that is due and payable on the last day of each month for a maximum period of five months. Should the aggregated Transaction value be above $400,000,000, the retainer fee will increase up to $40,000 per month with the same maximum five-month period for the payment of any retainer fee. The Company will also have transactions fees (“ALANTRA Success Fee”), if a transaction which is introduced by ALANTRA, or by another institution to which no fees are due by the Company (e.g. an institution acting on behalf of a Target) is Completed (as defined below) the following remuneration will be due to ALANTRA as a remuneration for its services: ● $1,600,000 payable by the Company ● $1,600,000 payable by or on behalf of the Sponsor Entity If a transaction is completed in North America, Asia, or Africa which is not introduced by ALANTRA and such Transaction requires an introductory, co-advisory, or similar fee due by the Company, the Company shall pay ALANTRA an ALANTRA Success Fee in the form of: ● For the first $300,000,000 of aggregated value of the transaction, 0.85% of each transaction purchase price ● For the aggregated value of the transaction above the first $300,000,000, 0.4% of each transaction purchase price Notwithstanding the above, it is agreed that the ALANTRA Success Fee will be subject to a minimum of EUR 1,000,000. Each ALANTRA Success Fee shall be payable upon consummation of the applicable transaction (i.e. when the transaction is closed, following fulfillment, if applicable, of conditions precedent) regardless of (i) the calendar for the payment of the price, (ii) how the purchase price is funded, (iii) and any deferred payment subsequent to consummation of the transaction, or (iv) any adjustment to the price of the transaction subsequent to consummation (“Completed”). On January 4, 2024, the Company entered into an agreement (the “MZHCI Agreement”) with MZHCI, LLC (“MZHCI”) wherein MZHCI would act as consultant and advise, counsel, and inform designated officers and employees of the Company as it relates to pre & post IPO, de-SPAC readiness assessment, post transaction close preparation advisory, overall capital markets climate related to global macroeconomic conditions, world-leading exchanges, Company’s competitors, related business acquisitions in the relevant market segments, and other aspects of/or concerning the Company’s business about which MZHCI has knowledge or expertise. The MZHCI Agreement became effective upon execution and will remain active for a period of six months with automatic renewal every six months thereafter. Prior to the de-SPAC of the Company, the Company shall pay MZHCI $12,000 per month and subsequent to de-SPAC, the Company shall pay MZHCI $15,000 per month. At the successful close of the initial Business Combination, the Company will issue MZHCI $120,000 worth of ClimateRock restricted common stock, valued at the closing price on the first day of trading after the successful close of the initial Business Combination. Business Combination Agreement On October 6, 2022, the Company entered into a Business Combination Agreement (the "Original Business Combination Agreement") with Pubco, Merger Sub, and E.E.W. Eco Energy World PLC, a company formed under the laws of England and Wales (“EEW”). The total consideration to be offered by Pubco to the holders of EEW securities (each, a “Seller”) shall be a number of ordinary shares of Pubco with an aggregate value equal to Six Hundred Fifty Million U.S. Dollars ($650,000,000), with each Pubco Ordinary Share valued at an amount equal to the price at which each ClimateRock Class A ordinary share is redeemed or converted pursuant to ClimateRock’s organizational documents (the “Redemption Price”). For a more detailed description of the Business Combination Agreement and the transactions contemplated therein, see the Company’s Form 8-K filed with the SEC on October 13, 2022. On August 3, 2023, the Company entered into an Amended and Restated Business Combination Agreement (as amended and restated, the “Business Combination Agreement”) with Pubco, Merger Sub and EEW. The Original Business Combination Agreement was amended, among other things, to (i) extend the date that either the Company or EEW can terminate the Business Combination Agreement if the closing does not occur by September 30, 2023, and (ii) provide for a contingent earn out of USD $150,000,000 in shares based on the achievement of a 2023 revenue milestone of USD $52,000,000. On November 29, 2023, the Company notified E.E.W. that the Company had elected to terminate the Business Combination Agreement among, the Company, E.E.W. and the other parties thereto, dated as of August 3, 2023, effective immediately, pursuant to Section 9.1(b) and 9.2 thereof, since the conditions to the closing of the initial Business Combination were not satisfied or waived by the outside date of September 30, 2023. As a result, the Business Combination Agreement is of no further force and effect, except for certain specified provisions in the Business Combination Agreement, which shall survive the termination and remain in full force and effect in accordance with their respective terms. On December 30, 2023, ClimateRock entered into an Agreement and Plan of Merger (the “GreenRock Merger Agreement”) with Holdings, Merger Sub, GreenRock Merger Sub Corp. (“Company Merger Sub”) and GreenRock Corp., a Cayman Islands exempted company ("GreenRock”). Pursuant to the GreenRock Merger Agreement, (a) Merger Sub will merge with and into ClimateRock, with ClimateRock continuing as the Merger, as a result of which, (i) ClimateRock shall become a wholly-owned subsidiary of Holdings, and (ii) each issued and outstanding security of ClimateRock immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Holdings, and (b)(i) Holdings will make an offer to acquire each issued and outstanding GreenRock ordinary share in exchange for Holdings ordinary shares and (ii) Holdings shall also offer each holder of GreenRock’s outstanding vested options to purchase GreenRock ordinary shares, replacement options to purchase Holdings ordinary shares, all upon the terms and subject to the conditions set forth in the GreenRock Merger Agreement and in accordance with the applicable provisions of the Cayman Act.

Shareholders_ Equity

Shareholders’ Equity	9 Months Ended
	Sep. 30, 2024
Shareholders’ Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 7. SHAREHOLDERS' EQUITY Class A Ordinary Shares Class B Ordinary Shares Preference Shares no Warrants The Warrants may only be exercised for a whole number of shares. The Private Placement Warrants (including Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable, or salable until 30 days after the completion of the initial Business Combination. Following such period, the Private Placement Warrants (including the ordinary shares issuable upon exercise of the Private Placement Warrants) will be transferable, assignable, or salable, except that the Private Placement Warrants will not trade. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ordinary shares issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective by the ninetieth (90th) 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. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Warrants for redemption, once they become exercisable : ● in whole and not in part; ● at a price of  $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported last sale price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If: (i) the Company issues additional ordinary shares or securities convertible into or exercisable or exchangeable for shares of ordinary shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary shares, with such issue price or effective issue price to be determined in good faith by the board of directors (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”); (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions); and (iii) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the "Market Value") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price and the Redemption Trigger Price ($18.00) shall be adjusted to equal to 180% of the greater of the Market Value and the Newly Issued Price. The Company accounts for the Public Warrants and the Private Placement Warrants as equity instruments, so long as the Company continues to meet the accounting requirements for equity instruments. Rights Pursuant to the Rights agreement, a Rights holder may exchange Rights only for a whole number of shares of ordinary shares. This means that the Company will not issue fractional shares in connection with an exchange of Rights and Rights may be exchanged only in multiples of 10 Rights (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any such funds with respect to their Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the Rights. Accordingly, the Rights may expire worthless.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the consolidated balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2024, up through the date the Company issued the consolidated financial statements. On November 6, 2024, the Company, GreenRock, Pubco, Merger Sub, and Company Merger Sub entered into that certain Amendment to the GreenRock Merger Agreement, pursuant to which the GreenRock Merger Agreement was amended to, among other things: (i) remove the $15,000,000 minimum cash closing condition; (ii) extend the outside date under the GreenRock Merger Agreement from March 31, 2024 to May 2, 2025; (iii) reduce the escrow share portion of the consideration from 16,885,000 Pubco ordinary shares to 4,000,000 Pubco ordinary shares and as a result reduce the overall merger consideration payable to the GreenRock shareholders from 44,658,000 Pubco ordinary shares to 32,000,000 Pubco ordinary shares; (iv) revise the escrow share release provisions to provide for the full release of the escrowed shares to the GreenRock shareholders in the event that the adjusted EBITDA for GreenRock for fiscal year 2025 equals or exceeds $25,000,000 (otherwise the escrowed shares will be forfeited); and (v) add a covenant for GreenRock to complete the acquisition of certain operating subsidiaries prior to the closing of the GreenRock Business Combination.

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)	$ 172,722	$ (254,323)	$ (327,511)	$ 26,528	$ 106,798	$ 451,852	$ (409,112)	$ 585,178

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 and Principles of Consolidation	Basis of presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements as of September 30, 2024, and for the three and nine months ended September 30, 2024 and 2023 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the period ending December 31, 2024, or any future period. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 18, 2024.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had a cash balance of $3,708 and $57,290 in its working capital account, respectively.
Cash and cash equivalents in Trust Account	Cash and cash equivalents in Trust Account The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the Combination Period. The Company’s cash and cash equivalents held in the Trust Account are classified as cash equivalents. Gains and losses resulting from the change in the balance of the cash and cash equivalents held in Trust Account are included in dividend income on the Trust Account in the accompanying statements of operations. Dividend income earned is fully reinvested into the cash and cash equivalents held in Trust Account and therefore considered as an adjustment to reconcile net (loss) income to net cash used in operating activities in the consolidated statements of cash flow. Such interest income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of Business Combination (See Note 1). As of September 30, 2024 and December 31, 2023, the Company had $28,895,303 and $28,508,214 held in the Trust Account, respectively, including $1,109,332 and $2,134,446 in dividends earned on cash and cash equivalents held in Trust Account in the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.
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 shareholder 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) 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 consolidated 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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, the actual results could differ significantly from those estimates.
Ordinary shares subject to possible redemption	Ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals zero. Accordingly, ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets.
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (loss) income per share	Net (loss) income per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” In order to determine the net (loss) income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed (loss) income allocable to both the redeemable shares and non-redeemable shares and the undistributed (loss) income is calculated using the total net (loss) income less interest income in Trust Account less any dividends paid. The Company then allocated the undistributed (loss) income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders. At September 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. The net (loss) income per share presented in the consolidated statement of operations is based on the following: Three months ended Three months ended Net (loss) income $ 172,722 $ 26,528 Less: Monthly extension fees 150,000 225,000 Less: Dividend income on Trust Account to be allocated to redeemable shares 368,522 357,678 Net loss excluding monthly extension fees and dividend income on Trust Account $ (345,800 ) $ (556,150 ) Three months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (187,271 ) $ (158,529 ) Dividend income on trust account 368,522 — Monthly extension fees 150,000 — Allocation of net income (loss) $ 331,251 $ (158,529 ) Denominators: Weighted-average shares outstanding 2,465,223 2,086,875 Basic and diluted net income (loss) per share $ 0.13 $ (0.08 ) Three months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (307,305 ) $ (248,845 ) Dividend income on trust account 357,678 — Monthly extension fees 225,000 — Allocation of net income (loss) $ 275,373 $ (248,845 ) Denominators: Weighted-average shares outstanding 2,577,138 2,086,875 Basic and diluted net income (loss) per share $ 0.11 $ (0.12 ) Nine months ended Nine months ended Net (loss) income $ (409,112 ) $ 585,178 Less: Monthly extension fees 550,000 375,000 Less: Dividend income on Trust Account to be allocated to redeemable shares 1,109,332 1,762,208 Net loss excluding monthly extension fees and dividend income on Trust Account $ (2,068,444 ) $ (1,552,030 ) Nine months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (1,130,200 ) $ (938,244 ) Dividend income on trust account 1,109,332 — Monthly extension fees 550,000 — Allocation of net income (loss) $ 529,132 $ (938,244 ) Denominators: Weighted-average shares outstanding 2,513,828 2,086,875 Basic and diluted net income (loss) per share $ 0.21 $ (0.45 ) Nine months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (1,083,652 ) $ (468,378 ) Dividend income on trust account 1,762,208 — Monthly extension fees 375,000 — Allocation of net income (loss) $ 1,053,556 $ (468,378 ) Denominators: Weighted-average shares outstanding 4,828,244 2,086,875 Basic and diluted net income (loss) per share $ 0.22 $ (0.22 )
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 825, “Financial Instruments” approximates the carrying amounts represented in the consolidated balance sheet, primarily due to its 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). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Cash and cash equivalents held in Trust Account 1 $ 28,895,303 $ 28,508,214 Except for the foregoing, the Company does not have any assets measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023.
Recent accounting pronouncements	Recent accounting pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

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 Net (Loss) Income Per Share Presented in the Consolidated Statement of Operations	The net (loss) income per share presented in the consolidated statement of operations is based on the following: Three months ended Three months ended Net (loss) income $ 172,722 $ 26,528 Less: Monthly extension fees 150,000 225,000 Less: Dividend income on Trust Account to be allocated to redeemable shares 368,522 357,678 Net loss excluding monthly extension fees and dividend income on Trust Account $ (345,800 ) $ (556,150 ) Nine months ended Nine months ended Net (loss) income $ (409,112 ) $ 585,178 Less: Monthly extension fees 550,000 375,000 Less: Dividend income on Trust Account to be allocated to redeemable shares 1,109,332 1,762,208 Net loss excluding monthly extension fees and dividend income on Trust Account $ (2,068,444 ) $ (1,552,030 )
Schedule of Basic and Diluted Net Income (Loss) Per Share	Three months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (187,271 ) $ (158,529 ) Dividend income on trust account 368,522 — Monthly extension fees 150,000 — Allocation of net income (loss) $ 331,251 $ (158,529 ) Denominators: Weighted-average shares outstanding 2,465,223 2,086,875 Basic and diluted net income (loss) per share $ 0.13 $ (0.08 ) Three months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (307,305 ) $ (248,845 ) Dividend income on trust account 357,678 — Monthly extension fees 225,000 — Allocation of net income (loss) $ 275,373 $ (248,845 ) Denominators: Weighted-average shares outstanding 2,577,138 2,086,875 Basic and diluted net income (loss) per share $ 0.11 $ (0.12 ) Nine months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (1,130,200 ) $ (938,244 ) Dividend income on trust account 1,109,332 — Monthly extension fees 550,000 — Allocation of net income (loss) $ 529,132 $ (938,244 ) Denominators: Weighted-average shares outstanding 2,513,828 2,086,875 Basic and diluted net income (loss) per share $ 0.21 $ (0.45 ) Nine months ended Redeemable shares Non-redeemable shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (1,083,652 ) $ (468,378 ) Dividend income on trust account 1,762,208 — Monthly extension fees 375,000 — Allocation of net income (loss) $ 1,053,556 $ (468,378 ) Denominators: Weighted-average shares outstanding 4,828,244 2,086,875 Basic and diluted net income (loss) per share $ 0.22 $ (0.22 )
Schedule of Assets that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Cash and cash equivalents held in Trust Account 1 $ 28,895,303 $ 28,508,214

Initial Public Offering (Tables

Initial Public Offering (Tables)	9 Months Ended
	Sep. 30, 2024
Initial Public Offering [Abstract]
Schedule of Ordinary Shares Reflected on the Balance Sheet	As of September 30, 2024 and December 31, 2023, the Class A ordinary shares reflected on the consolidated balance sheet are reconciled in the following table. As of As of Gross proceeds $ 78,750,000 $ 78,750,000 Less: Proceeds allocated to public warrants and public rights (6,898,500 ) (6,898,500 ) Offering costs of public shares (4,647,702 ) (4,647,702 ) Redemption of shares (56,537,577 ) (55,265,334 ) Plus: Accretion of carrying value to redemption value 17,079,082 15,969,750 Monthly extension fees 1,150,000 600,000 Ordinary shares subject to possible redemption $ 28,895,303 $ 28,508,214

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)							9 Months Ended
	Apr. 29, 2024	Apr. 24, 2024	Apr. 19, 2024	May 02, 2023	Apr. 27, 2023	May 02, 2022	Sep. 30, 2024	Dec. 31, 2023
Description of Organization and Business Operations [Line Items]
Offering costs							$ 5,093,930
Underwriting fees							1,181,250
Deferred underwriting commissions payable							2,362,500
Representative shares							946,169
Other offering costs							604,011
Net proceeds							79,931,250
Cash							$ 3,708
Fair market value percentage							80%
Pro rata interest earned (in Dollars per share)							$ 11.72
Deposit in trust account							$ 787,500
Deposits per share (in Dollars per share)							$ 0.1
Sponsor loan				$ 75,000
Shareholders holding shares (in Shares)	111,915
Holding shares removed from trust account to pay	$ 1,270,000
Holding shares removed from trust account to pay per share (in Dollars per share)	$ 11.37
Independent director term		2 years	2 years
Cash balance							$ 3,708	$ 57,290
Working capital deficit							5,286,927
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Deferred underwriting commissions payable							$ 2,362,500
Series of Individually Immaterial Business Acquisitions [Member]
Description of Organization and Business Operations [Line Items]
Business combination acquires percentage							50%
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Warrant consummated (in Shares)						3,762,500	3,762,500
Price per unit (in Dollars per share)						$ 1	$ 1
Private Placement Warrants [Member] | Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Generating gross proceeds warrant							$ 3,762,500
Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Shareholders holding shares (in Shares)					5,297,862
Holding shares removed from trust account to pay					$ 55,265,334
Holding shares removed from trust account to pay per share (in Dollars per share)					$ 10.43
IPO [Member]
Description of Organization and Business Operations [Line Items]
Consummated units (in Shares)						7,875,000	7,875,000
Price per unit (in Dollars per share)						$ 10
Generating gross proceeds						$ 78,750,000
Underwriting fees							$ 1,181,250
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Consummated units (in Shares)						375,000
Generating gross proceeds						$ 78,750,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Warrant consummated (in Shares)						112,500

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Cash balance	$ 3,708		$ 3,708		$ 57,290
Cash and cash equivalents held in trust account	28,895,303		28,895,303		28,508,214
Dividends earned	$ 368,522	$ 357,678	$ 1,109,332	$ 1,762,208	$ 2,134,446

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Net (Loss) Income Per Share Presented in the Consolidated Statement of Operations - USD ($)	3 Months Ended						9 Months Ended		12 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	Dec. 31, 2023
Schedule of Net (Loss) Income Per Share Presented in the Consolidated Statement of Operations [Abstract]
Net (loss) income	$ 172,722	$ (254,323)	$ (327,511)	$ 26,528	$ 106,798	$ 451,852	$ (409,112)	$ 585,178
Less: Monthly extension fees	150,000			225,000			550,000	375,000
Less: Dividend income on Trust Account to be allocated to redeemable shares	368,522			357,678			1,109,332	1,762,208	$ 2,134,446
Net loss excluding monthly extension fees and dividend income on Trust Account	$ (345,800)			$ (556,150)			$ (2,068,444)	$ (1,552,030)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Redeemable shares [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items]
Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account	$ (187,271)	$ (307,305)	$ (1,130,200)	$ (1,083,652)
Dividend income on trust account	368,522	357,678	1,109,332	1,762,208
Monthly extension fees	150,000	225,000	550,000	375,000
Allocation of net income (loss)	$ 331,251	$ 275,373	$ 529,132	$ 1,053,556
Weighted-average shares outstanding (in Shares)	2,465,223	2,577,138	2,513,828	4,828,244
Basic net income (loss) per share (in Dollars per share)	$ 0.13	$ 0.11	$ 0.21	$ 0.22
Diluted net income (loss) per share (in Dollars per share)	$ 0.13	$ 0.11	$ 0.21	$ 0.22
Non-redeemable shares [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items]
Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account	$ (158,529)	$ (248,845)	$ (938,244)	$ (468,378)
Dividend income on trust account
Monthly extension fees
Allocation of net income (loss)	$ (158,529)	$ (248,845)	$ (938,244)	$ (468,378)
Weighted-average shares outstanding (in Shares)	2,086,875	2,086,875	2,086,875	2,086,875
Basic net income (loss) per share (in Dollars per share)	$ (0.08)	$ (0.12)	$ (0.45)	$ (0.22)
Diluted net income (loss) per share (in Dollars per share)	$ (0.08)	$ (0.12)	$ (0.45)	$ (0.22)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Recurring [Member] | Level 1 [Member]
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items]
Cash and cash equivalents held in Trust Account	$ 28,895,303	$ 28,508,214

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		9 Months Ended
	May 02, 2022	Sep. 30, 2024
Initial Public Offering [Member]
Initial Public Offering [Line Items]
Sale of units	7,875,000	7,875,000
Sold price (in Dollars per share)	$ 10
Gross proceeds (in Dollars)	$ 78,750,000
Initial Public Offering [Member] | Class A Ordinary Shares [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Exercise price (in Dollars per share)		$ 11.5
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Sale of units	375,000
Gross proceeds (in Dollars)	$ 78,750,000

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Ordinary Shares Reflected on the Balance Sheet - Class A ordinary shares [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Schedule of Ordinary Shares Reflected on the Balance Sheet [Line Items]
Gross proceeds	$ 78,750,000	$ 78,750,000
Less:
Proceeds allocated to public warrants and public rights	(6,898,500)	(6,898,500)
Offering costs of public shares	(4,647,702)	(4,647,702)
Redemption of shares	(56,537,577)	(55,265,334)
Plus:
Accretion of carrying value to redemption value	17,079,082	15,969,750
Monthly extension fees	1,150,000	600,000
Ordinary shares subject to possible redemption	$ 28,895,303	$ 28,508,214

Private Placement (Details)

Private Placement (Details) - Private Placement Warrants [Member] - USD ($)	May 02, 2022	Sep. 30, 2024
Private Placements [Line Items]
Warrants issued	3,762,500	3,762,500
Price per share	$ 1	$ 1
Gross proceeds	$ 3,762,500
Class A Ordinary Shares [Member]
Private Placements [Line Items]
Price per share	$ 11.5
Private Placement [Member]
Private Placements [Line Items]
Warrants issued	112,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

9 Months Ended

12 Months Ended

Apr. 30, 2024

Nov. 03, 2023

Nov. 01, 2023

May 02, 2023

Mar. 31, 2023

Oct. 05, 2022

Sep. 21, 2022

May 02, 2022

Apr. 27, 2022

Dec. 31, 2021

Dec. 30, 2021

Sep. 30, 2024

Dec. 31, 2023

Aug. 05, 2024

Jul. 03, 2023

Jun. 03, 2023

May 03, 2023

Apr. 12, 2023

Jan. 29, 2023

Nov. 12, 2022

Related Party Transactions [Line Items]

Shares subject to forfeiture (in Shares)

187,500

Sponsor payment

$ 75,000

Exercised the over-allotment units (in Shares)

375,000

Outstanding balance

$ 456,513

$ 446,392

Outstanding balance

250,000

Administrative service fee payable

$ 274,941

184,941

Payment of company

$ 250,000

$ 500,000

Aggregate purchase price

$ 400,000,000

400,000,000

Additional payment amount

500,000

Additional purchase price

400,000,000

Remuneration transaction price

400,000,001

Transaction purchase price

1,000,000

Cash fee payable, percentage

2%

Warrant [Member]

Related Party Transactions [Line Items]

Conversion price per warrants (in Dollars per share)

$ 1

Eternal Loan Agreement [Member]

Related Party Transactions [Line Items]

Founder shares subject to forfeiture (in Shares)

93,750

Outstanding balance

300,000

Pay an interest

5%

Second Eternal Loan [Member]

Related Party Transactions [Line Items]

Principal amount

$ 180,000

Outstanding balance

$ 170,603

170,603

Third Eternal Loan [Member]

Related Party Transactions [Line Items]

Principal amount

$ 300,000

Outstanding balance

300,000

Loan with Related Party [Member]

Related Party Transactions [Line Items]

Outstanding balance

50,000

50,000

Maturity date

Jan. 01, 2025

Fourth Eternal Loan [Member]

Related Party Transactions [Line Items]

Principal amount

$ 50,000

Fifth Eternal Loan [Member]

Related Party Transactions [Line Items]

Principal amount

$ 100,000

$ 125,000

$ 125,000

$ 150,000

Outstanding balance

653,619

Additional borrowed amount

0

153,619

Sixth Eternal Loan [Member]

Related Party Transactions [Line Items]

Principal amount

$ 335,000

Outstanding balance

335,000

357,302

Additional borrowed amount

0

22,302

Pay an interest

5%

Seventh Eternal Loan [Member]

Related Party Transactions [Line Items]

Principal amount

$ 1,500,000

Outstanding balance

1,425,402

Convertible Promissory Note [Member]

Related Party Transactions [Line Items]

Principal amount

$ 900,000

Two Thousand Twenty Three Extension Note [Member]

Related Party Transactions [Line Items]

Pay an interest

5%

Sponsor [Member]

Related Party Transactions [Line Items]

Aggregate principal amount

$ 600,000

Conversion Warrants [Member]

Related Party Transactions [Line Items]

Conversion price (in Dollars per share)

$ 1

Ordinary Share [Member]

Related Party Transactions [Line Items]

Conversion shares (in Shares)

1,968,749

Related Party [Member]

Related Party Transactions [Line Items]

Balance amount

1,150,000

600,000

Related Party [Member] | Two Thousand Twenty Three Extension Note [Member]

Related Party Transactions [Line Items]

Balance amount

900,000

600,000

Gluon Group [Member]

Related Party Transactions [Line Items]

Number of shares owned (in Shares)

505

Paid amount

$ 39,187

$ 39,187

Advisory Services [Member]

Related Party Transactions [Line Items]

Cash fee payable, percentage

5%

Founder Shares [Member] | Sponsor [Member]

Related Party Transactions [Line Items]

Sponsor payment

$ 25,000

Aggregate of founder shares (in Shares)

1,968,750

Loan with Related Party [Member] | Fifth Eternal Loan [Member]

Related Party Transactions [Line Items]

Principal amount

$ 500,000

Administrative Service Fee [Member]

Related Party Transactions [Line Items]

Monthly fee

$ 10,000

Loan Facility [Member] | Fifth Eternal Loan [Member]

Related Party Transactions [Line Items]

Principal amount

$ 500,000

Board of Directors [Member]

Related Party Transactions [Line Items]

Sponsor payment

$ 50,000

Class B Ordinary Shares [Member]

Related Party Transactions [Line Items]

Par value per share (in Dollars per share)

$ 0.0001

$ 0.0001

Conversion shares (in Shares)

1,968,749

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

Related Party Transactions [Line Items]

Number of shares issued (in Shares)

2,156,250

Founder shares aggregate price

$ 25,000

Par value per share (in Dollars per share)

$ 0.0001

Over-Allotment Option [Member]

Related Party Transactions [Line Items]

Number of shares issued (in Shares)

375,000

Over-Allotment Option [Member] | Class B Ordinary Shares [Member]

Related Party Transactions [Line Items]

Shares subject to forfeiture (in Shares)

281,250

Commitments and Contingencies (

Commitments and Contingencies (Details)						9 Months Ended			12 Months Ended
	Jan. 04, 2024 USD ($)	Mar. 30, 2023	Oct. 03, 2022 USD ($)	Jun. 11, 2022 USD ($)	May 02, 2022 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 EUR (€) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares
Commitments and Contingencies [Line Items]
Exercised option (in Shares) | shares					375,000
Underwriting discount per unit (in Dollars per share) | $ / shares						$ 0.45
Underwriting discount						$ 1,181,250
Deferred underwriting commission per unit (in Dollars per share) | $ / shares						$ 0.3
Aggregate amount						$ 2,362,500
Aggregate expenses						125,000
Upfront retainer amount						$ 37,500
Billed Balance Percentage						50%	50%
Outstanding balance percentage						(50.00%)	(50.00%)		50%
Initial business combination paid percentage						20%	20%
Total outstanding billed amount						$ 913,026			$ 892,784
Outstanding balance amount						$ 456,513			$ 446,392
Gross proceeds received percentage		1%
Maxim letter agreement, description						If the amount of such cash is less than $50,000,000, Maxim’s fee shall be equal to $200,000 in cash and an additional $150,000 of common stock of the post-transaction Company (the “New Common Stock”). If the amount of such cash is equal to or greater than $40 million, the Maxim Success Fee will be $500,000 cash. If the amount of such cash is equal to or greater than $75 million, the Maxim Success Fee will be $500,000 cash and an additional $500,000 payable in either cash or New Common Stock, at the option of the Company	If the amount of such cash is less than $50,000,000, Maxim’s fee shall be equal to $200,000 in cash and an additional $150,000 of common stock of the post-transaction Company (the “New Common Stock”). If the amount of such cash is equal to or greater than $40 million, the Maxim Success Fee will be $500,000 cash. If the amount of such cash is equal to or greater than $75 million, the Maxim Success Fee will be $500,000 cash and an additional $500,000 payable in either cash or New Common Stock, at the option of the Company
Retainer amount			$ 15,000
Due payable amount			20,000
Aggregate transaction value			400,000,000
Retainer fees			$ 40,000
Transaction fees payable						$ 1,600,000
Success transaction cash (in Euro) | €							€ 1,000,000
Shall pay amount	$ 120,000
Business combination aggregate value						650,000,000
Contingent earn out liability								$ 150,000,000
Revenue amount								$ 52,000,000
Sponsor [Member]
Commitments and Contingencies [Line Items]
Transaction fees payable						1,600,000
MZHCI [Member]
Commitments and Contingencies [Line Items]
Payment per month	12,000
Shall pay amount	$ 15,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Aggregate transaction value						$ 300,000,000
Transaction purchase price rate						0.85%	0.85%
Maximum [Member]
Commitments and Contingencies [Line Items]
Aggregate transaction value						$ 300,000,000
Transaction purchase price rate						0.40%	0.40%
Class A Ordinary Shares [Member]
Commitments and Contingencies [Line Items]
Ordinary shares issued (in Shares) | shares						2,086,874			2,086,874
Common Stock [Member] | Class A Ordinary Shares [Member]
Commitments and Contingencies [Line Items]
Ordinary shares issued (in Shares) | shares						118,125
IPO [Member]
Commitments and Contingencies [Line Items]
Number of units sold				$ 1,125,000
Underwriting discount per unit (in Dollars per share) | $ / shares						$ 0.15
Underwriting discount						$ 1,181,250
Aggregate expenses					$ 125,000
Estimated fair value (in Shares) | shares						946,181	946,181
Underwriters Discount [Member]
Commitments and Contingencies [Line Items]
Underwriting discount per unit (in Dollars per share) | $ / shares						$ 0.45
Underwriting discount						$ 3,543,750

Shareholders_ Equity (Details)

Shareholders’ Equity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Shareholder’s Equity [Line Items]
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding
Warrant call for redemption description	The Company may call the Warrants for redemption, once they become exercisable : ●in whole and not in part;     ●at a price of  $0.01 per warrant;     ●upon a minimum of 30 days’ prior written notice of redemption; and     ●if, and only if, the last reported last sale price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement.
Price threshold of newly issued stock to cause adjustment of exercise warrant price (in Dollars per share)	$ 9.2
Percentage of equity proceeds from issuance	60%
Percentage of warrant exercise price adjusted to price received in new issuance	180%
Target share price of warrants or rights for redemption (in Dollars per share)	$ 18
Warrant [Member]
Shareholder’s Equity [Line Items]
Price threshold of newly issued stock to cause adjustment of exercise warrant price (in Dollars per share)	$ 9.2
Percentage of warrant exercise price adjusted to price received in new issuance	115%
Class A Ordinary Shares [Member]
Shareholder’s Equity [Line Items]
Ordinary shares, shares authorized	479,000,000	479,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Voting rights	one
Ordinary shares, shares outstanding	2,086,874	2,086,874
Ordinary shares, shares issued	2,086,874	2,086,874
Class B Ordinary Shares [Member]
Shareholder’s Equity [Line Items]
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Voting rights	one
Ordinary shares, shares outstanding	1	1
Ordinary shares, shares issued	1	1

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Nov. 06, 2024 USD ($) shares
Subsequent Events [Line Items]
Escrow shares adjusted amount equals or exceeds (in Dollars) | $	$ 25,000,000
GreenRock Merger Agreement [Member]
Subsequent Events [Line Items]
Minimum cash closing (in Dollars) | $	$ 15,000,000
Maximum [Member] | Pubco, Merger Sub [Member]
Subsequent Events [Line Items]
Reduced escrow shares	16,885,000
Maximum [Member] | GreenRock Merger Sub Corp [Member]
Subsequent Events [Line Items]
Reduced escrow shares	44,658,000
Minimum [Member] | Pubco, Merger Sub [Member]
Subsequent Events [Line Items]
Reduced escrow shares	4,000,000
Minimum [Member] | GreenRock Merger Sub Corp [Member]
Subsequent Events [Line Items]
Reduced escrow shares	32,000,000