ClimateRock (EEW) F-4/A 28 Mar 24 Registration of securities (foreign) (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	ClimateRock Holdings Limited
Document Type	F-4/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Entity Central Index Key	0001949712
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	25 Bedford Square
Entity Address, City or Town	London
Entity Address, Postal Zip Code	WC1B 3HH
Entity Address, Country	GB
City Area Code	+44
Local Phone Number	208 050 7820
Business Contact
Document Information Line Items
Entity Address, Address Line One	850 Library Avenue
Entity Address, City or Town	Newark
Entity Address, Postal Zip Code	19711
City Area Code	(302)
Local Phone Number	738-6680
Contact Personnel Name	Puglisi & Associates
Entity Address, Address Line Two	Suite 204
Entity Address, State or Province	DE

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 57,290	$ 79,815	$ 411,711
Prepaid expenses	412	31,804	106,542
Total current assets	57,702	111,619	518,253
Non-current assets
Cash and cash equivalents held in trust account	28,508,214	27,910,976	81,039,102
Total non-current assets	28,508,214	27,910,976	81,039,102
TOTAL ASSETS	28,565,916	28,022,595	81,557,355
Current liabilities:
Accrued liabilities		1,135,224	1,005,720
Loan payable – related party		1,045,892	480,000
Total current liabilities	3,226,185	2,631,116	1,485,720
Non-current liabilities
Deferred underwriting commission payable	2,362,500	2,362,500	2,362,500
Total non-current liabilities	2,412,500	2,362,500	2,362,500
TOTAL LIABILITIES	5,638,685	4,993,616	3,848,220
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares value	28,508,214	27,910,976	81,039,102
Total commitments and contingencies	28,508,214	27,910,976	81,039,102
SHAREHOLDERS’ DEFICIT
Preference shares value
Additional paid-in capital
Accumulated deficit	(5,581,192)	(4,882,206)	(3,330,176)
Total shareholders’ deficit	(5,580,983)	(4,881,997)	(3,329,967)
TOTAL LIABILITIES, COMMITMENTS AND CONTINGENCIES, AND SHAREHOLDERS’ DEFICIT	28,565,916	28,022,595	81,557,355
Class A Ordinary Shares
SHAREHOLDERS’ DEFICIT
Ordinary shares value	209	209	12
Class B Ordinary Shares
SHAREHOLDERS’ DEFICIT
Ordinary shares value			197
Previously Reported
Current assets:
Total current assets		28,022,595	81,557,355
Non-current assets
Total non-current assets
Current liabilities:
Accrued liabilities	959,720		935,421
Total current liabilities		4,993,616	3,848,220
Non-current liabilities
Total non-current liabilities
Related Party
Current liabilities:
Administrative service fee payable – related party	184,941		70,299
Loan payable – related party	1,481,524		480,000
Convertible promissory note payable – related party	600,000	$ 450,000
Non-current liabilities
Loan payable – related party	$ 50,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Common stock, subject to possible redemption	2,577,138	2,577,138	7,875,000
Common stock, shares at redemption value (in Dollars per share)	$ 11.06	$ 10.83	$ 10.29
Common stock subject to possible redemption, par value (in Dollars per share)	0.0001	0.0001	0.0001
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	479,000,000	479,000,000	479,000,000
Ordinary shares, shares issued	2,086,874	2,086,874	118,125
Ordinary shares, shares outstanding	2,086,874	2,086,874	118,125
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000	20,000,000
Ordinary shares, shares issued	1	1	1,968,750
Ordinary shares, shares outstanding	1	1	1,968,750

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Operating expenses
Formation and operating costs	$ 331,201	$ 761,514	$ 1,177,201	$ 1,034,383	$ 1,528,302	$ 1,666,924
Net loss from operations	(331,201)	(761,514)	(1,177,201)	(1,034,383)	(1,651,206)	(1,768,147)
Other income
Interest income	51		171		190
Unrealized income on trust account	357,678	353,596	1,762,208	440,326	2,134,446	1,107,852
Unrealized foreign exchange loss						(15,579)
Total other income	357,729	353,596	1,762,379	440,326	2,134,636	1,092,273
Net income (loss)	$ 26,528	$ (407,918)	$ 585,178	$ (594,057)	$ 483,430	$ (675,874)
Redeemable Ordinary Shares
Basic and diluted weighted average shares outstanding
Ordinary shares, basic (in Shares)	2,577,138	7,875,000	4,828,244	4,384,615	4,260,842	5,264,384
Basic and diluted earnings (loss) per share
Ordinary shares, basic (in Dollars per share)	$ 0.11	$ (0.03)	$ 0.22	$ 0.85	$ 0.29	$ 0.64
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	1,992,967	2,086,875	2,016,637
Basic and diluted earnings (loss) per share
Ordinary shares, basic (in Dollars per share)	$ (0.12)	$ (0.08)	$ (0.22)	$ (2.16)	$ (0.35)	$ (1.99)
Related Party
Operating expenses
Administrative service fees – related party					$ 122,904	$ 101,223

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Redeemable Ordinary Shares
Ordinary shares, diluted	2,577,138	7,875,000	4,828,244	4,384,615	4,260,842	5,264,384
Ordinary shares, diluted	$ 0.11	$ (0.03)	$ 0.22	$ 0.85	$ 0.29	$ 0.64
Non-Redeemable Ordinary Shares
Ordinary shares, diluted	2,086,875	2,086,875	2,086,875	1,992,967	2,086,875	2,016,637
Ordinary shares, diluted	$ (0.12)	$ (0.08)	$ (0.22)	$ (2.16)	$ (0.35)	$ (1.99)

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders’ (Deficit) Equity - USD ($)	CLASS A ORDINARY	CLASS B ORDINARY	PREFERENCE SHARES	ADDITIONAL PAID-IN CAPITAL	ACCUMULATED DEFICIT	Total
Balances at Dec. 31, 2021		$ 216		$ 24,784	$ (4,730)	$ 20,270
Balances (in Shares) at Dec. 31, 2021		2,156,250
Net income (loss)					(1,200)	(1,200)
Balances at Mar. 31, 2022		$ 216		24,784	(5,930)	19,070
Balances (in Shares) at Mar. 31, 2022		2,156,250
Balances at Dec. 31, 2021		$ 216		24,784	(4,730)	20,270
Balances (in Shares) at Dec. 31, 2021		2,156,250
Net income (loss)						(594,057)
Balances at Sep. 30, 2022	$ 12	$ 197			(2,580,833)	(2,580,624)
Balances (in Shares) at Sep. 30, 2022	118,125	1,968,750
Balances at Dec. 31, 2021		$ 216		24,784	(4,730)	20,270
Balances (in Shares) at Dec. 31, 2021		2,156,250
Forfeiture of 187,500 Class B ordinary shares by initial shareholder		$ (19)		19
Forfeiture of 187,500 Class B ordinary shares by initial shareholder (in Shares)		(187,500)
Sale of 7,875,000 units at $10 per unit in IPO, including over-allotment, net of underwriters’ discount and offering expenses	$ 788			73,655,270		73,656,058
Sale of 7,875,000 units at $10 per unit in IPO, including over-allotment, net of underwriters’ discount and offering expenses (in Shares)	7,875,000
Issuance of 118,125 underwriter units, including over-allotment	$ 12			946,169		946,181
Issuance of 118,125 underwriter units, including over-allotment (in Shares)	118,125
Sale of 3,762,500 warrants in private placement				3,762,500		3,762,500
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value	$ (788)			(78,388,742)	(2,649,572)	(81,039,102)
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value (in Shares)	(7,875,000)
Net income (loss)					(675,874)	(675,874)
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
Balances at Mar. 31, 2022		$ 216		24,784	(5,930)	19,070
Balances (in Shares) at Mar. 31, 2022		2,156,250
Forfeiture of 187,500 Class B ordinary shares by initial shareholder		$ (19)		19
Forfeiture of 187,500 Class B ordinary shares by initial shareholder (in Shares)		(187,500)
Sale of 7,875,000 units at $10 per unit in IPO, including over-allotment, net of underwriters’ discount and offering expenses	$ 788			73,655,270		73,656,058
Sale of 7,875,000 units at $10 per unit in IPO, including over-allotment, net of underwriters’ discount and offering expenses (in Shares)	7,875,000
Issuance of 118,125 underwriter units, including over-allotment	$ 12			946,169		946,181
Issuance of 118,125 underwriter units, including over-allotment (in Shares)	118,125
Sale of 3,762,500 warrants in private placement				3,762,500		3,762,500
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value	$ (788)			(78,388,742)	(1,628,449)	(80,017,979)
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value (in Shares)	(7,875,000)
Net income (loss)					(184,940)	(184,940)
Balances at Jun. 30, 2022	$ 12	$ 197			(1,819,319)	(1,819,110)
Balances (in Shares) at Jun. 30, 2022	118,125	1,968,750
Adjustment to increase Class A ordinary shares subject to possible redemption to maximum redemption value					(353,596)	(353,596)
Net income (loss)					(407,918)	(407,918)
Balances at Sep. 30, 2022	$ 12	$ 197			(2,580,833)	(2,580,624)
Balances (in Shares) at Sep. 30, 2022	118,125	1,968,750
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)				1,968,749
Net income (loss)					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 income (loss)						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 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					(2,734,446)	(2,734,446)
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)				1,968,749
Net income (loss)					483,430	$ 483,430
Balances at Dec. 31, 2023	$ 209				(5,581,192)	(5,580,983)
Balances (in Shares) at Dec. 31, 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 income (loss)					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 income (loss)					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

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Shareholders’ (Deficit) Equity (Parentheticals) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Conversion of shares	1,968,749		1,968,749
Conversion price per share (in Dollars per share)	$ 0.0001		$ 0.0001
Forfeiture of Class B ordinary shares		187,500		187,500
Sale of units		7,875,000		7,875,000
Sale of per unit (in Dollars per share)		$ 10		$ 10
Issuance of underwriter units		118,125		118,125
Sale of warrants		3,762,500		3,762,500

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 585,178	$ (594,057)	$ 483,430	$ (675,874)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Dividend income received in trust account	(1,762,208)	(440,326)	(2,134,446)	(1,107,852)
Changes in operating assets and liabilities:
Accrued liabilities	129,504	593,668
Prepaid expenses	74,738	(191,653)	106,130	(106,542)
Net cash used in operating activities	(972,788)	(632,368)	(1,405,945)	(884,548)
Cash flows from investing activities:
Proceeds from sales of cash and cash equivalents in trust account			55,265,334
Cash deposited in trust account for monthly extension fees	(375,000)		(600,000)	(79,931,250)
Proceeds from sales of marketable securities in trust account	55,265,334
Cash deposited in trust account for sales of units in IPO		(79,931,250)
Net cash provided by (used in) investing activities	54,890,334	(79,931,250)	54,665,334	(79,931,250)
Cash flows from financing activities:
Proceed from related party loan	575,289	185,150	1,060,921	485,150
Proceed from convertible promissory note – related party	450,000		600,000
Repayment of related party loans	(9,397)	(217,641)	(9,397)	(217,641)
Payment for redemption of ordinary shares	(55,265,334)		(55,265,334)
Proceeds from sale of units in IPO, including over-allotment		78,750,000		78,750,000
Payment of underwriting fee and other offering costs		(1,552,500)		(1,552,500)
Proceeds from sale of warrants in private placement		3,762,500		3,762,500
Net cash (used in) provided by financing activities	(54,249,442)	80,927,509	(53,613,810)	81,227,509
Net (decrease) increase in cash	(331,896)	363,891	(354,421)	411,711
Cash at beginning of period	411,711		411,711
Cash at end of period	79,815	363,891	57,290	411,711
Non-cash investing and financial activities:
Deferred offering costs paid by related party		149,418
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares which are deemed to be a repayment to a related party				149,418
Deferred underwriting commission charged to additional paid in capital		2,362,500		2,362,500
Allocation of offering costs to Class A ordinary shares subject to redemption		304,011		304,011
Issuance of representative shares		946,181		946,181
Initial value of public shares subject to possible redemption		71,851,500		71,851,500
Reclassification of offering costs related to public shares		(4,647,702)		(4,647,702)
Remeasurement adjustment on public shares subject to possible redemption		$ 13,167,778	2,734,446	13,835,304
Cash flows from operating activities
Formation and operating costs paid by related party
Foreign exchange loss				15,579
Accrued liabilities, excluding foreign exchange loss			24,299	919,842
Administrative service fee payable – related party			$ 114,642	$ 70,299

Description of Organization and

Description of Organization and Business Operations	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) 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 that the Company has not yet identified (“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. As of September 30, 2023, the Company had not yet commenced operations. All activity through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and post -offering 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 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 180 days or less or in any open -ended -7 As of September 30, 2023, the Company had $79,815 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 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 (initially approximately $10.15 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 The Company had 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 -interest On April 27, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”) 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 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). Going concern and management’s plan As of September 30, 2023, the Company has a cash balance of $79,815 and a working capital deficit of $2,519,497. 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 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, 2024 as approved at the extraordinary general meeting of the shareholders on April 27, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Restatement of previously issued financial statements In connection with the preparation of the 10 -K -current -current -current -current -current -current In addition, management identified that income earned on cash and cash equivalents held in the trust account was incorrectly presented as “Unrealized income on trust account” and “Unrealized income received in trust account” rather than “Dividend income on trust account” and “Dividend income received in trust account” in the Statements of Operations and Statement of Cash Flows, respectively, for the year ended December 31, 2022 and the quarter ended September 30, 2023 and has corrected each line item accordingly. The following tables summarize the effect of the restatement on each financial statement line item impacted as of September 30, 2023 and December 31, 2022: Effects of Restatement as of September 30, 2023 Previously Reported Adjustments As Current assets $ 28,022,595 $ (27,910,976 ) $ 111,619 Non-current assets $ — $ 27,910,976 $ 27,910,976 Current liabilities $ 4,993,616 $ (2,362,500 ) $ 2,631,116 Non-current liabilities $ — $ 2,362,500 $ 2,362,500 Effects of Restatement as of December 31, 2022 Previously Adjustments As Current assets $ 81,557,355 $ (81,039,102 ) $ 518,253 Non-current assets $ — $ 81,039,102 $ 81,039,102 Current liabilities $ 3,848,220 $ (2,362,500 ) $ 1,485,720 Non-current liabilities $ — $ 2,362,500 $ 2,362,500	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 that the Company has not yet identified (“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 (“Holdings”), and its subsidiary ClimateRock Merger Sub Limited (“Merger Sub”). At December 31, 2023, the Company had not yet commenced operations. All activity through December 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and post -offering 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 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 will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, with a maturity of 180 days or less or in any open -ended -7 At December 31, 2023, the Company had $57,290 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 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 $11.06 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 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 st 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 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) 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 shares of the Company’s 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. Going concern and management’s plan As of December 31, 2023, the Company has a cash balance of $57,290 and a working capital deficit of $3,168,483. 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 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, 2024. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The accompanying unaudited financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022 have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S -X -Q The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10 -K Cash and cash equivalents The Company considers all short -term As of September 30, 2023, the Company’s cash balance included $75,000 that had been drawn down from the Company’s promissory note with the Sponsor for the purpose of funding the monthly extension fee in the Trust Account. The Company subsequently transferred $75,000 from its working capital account to the Trust Account on October 4, 2023. 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 180 -7 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 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 income (loss) to net cash used in operating activities in the Statements of Cash Flow. Such dividend income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of business combination (Please see Note 1). As of September 30, 2023 and December 31, 2022, the Company had $27,910,976 and $81,039,102 held in the Trust Account, respectively, including dividend income of $1,762,208 and $1,107,852 for the nine months ended September 30, 2023 and the year ended December 31, 2022, 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 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 Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 FASB 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 to 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 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 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 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 income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non -redeemable -redeemable of shares outstanding between the redeemable and non -redeemable The Net income (loss) per share presented in the condensed statement of operations is based on the following: Three months Three months Net income (loss) $ 26,528 $ (407,918 ) Less: Monthly extension fees 225,000 — Less: Dividend income on trust account to be allocated to redeemable shares 357,678 353,596 Net loss excluding monthly extension fees and dividend income on trust account $ (556,150 ) $ (761,514 ) Three months ended Redeemable Non-redeemable 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 and monthly extension fees $ (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 ) Three months ended Redeemable shares Non-redeemable shares Basic and diluted net loss per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (601,987 ) $ (159,527 ) Dividend income on trust account 353,596 — Allocation of net loss $ (248,391 ) $ (159,527 ) Denominators: Weighted-average shares outstanding 7,875,000 2,086,875 Basic and diluted net loss per share $ (0.03 ) $ (0.08 ) Nine months Nine months Net income (loss) $ 585,178 $ (594,057 ) Accretion of temporary equity to redemption value — (12,727,453 ) Net income (loss) including accretion of temporary equity to redemption $ 585,178 $ (13,321,510 ) Less: Monthly extension fees 375,000 — Less: Dividend income on trust account to be allocated to redeemable shares 1,762,208 440,326 Net loss excluding monthly extension fees and income on trust account $ (1,552,030 ) $ (13,761,836 ) Nine months ended Redeemable Non-redeemable 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 and monthly extension fees $ (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 ) 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 $ (9,461,321 ) $ (4,300,515 ) Dividend income on trust account 440,326 — Accretion of temporary equity to redemption value 12,727,453 — Allocation of net income (loss) $ 3,706,458 $ (4,300,515 ) Denominators: Weighted-average shares outstanding 4,384,615 1,992,967 Basic and diluted net income (loss) per share $ 0.85 $ (2.16 ) Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short -term 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 • • • 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. 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 financial statements.	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. The accompanying consolidated financial statements for the years ended December 31, 2023 and 2022 have been prepared in accordance with GAAP and with the instructions for annual reports on Form 10 -K -X Prior period reclassifications To conform with the current period presentation, management has reclassified a portion of the amount previously presented within “Accrued liabilities” on the Balance Sheet as of December 31, 2022, “Formation and operating costs” on the Statement of Operations for the year ended December 31, 2022, and “Accrued liabilities, excluding unrealized foreign exchange loss” on the Statement of Cash Flows for the year ended December 31, 2022 as “Administrative service fee payable — related party”, “Administrative service fees — related party”, and “Administrative service fee payable — related party”, respectively. Cash and cash equivalents The Company considers all short -term 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 180 -7 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 income on 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 income (loss) to net cash used in operating activities in the 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 (Please see Note 1). At December 31, 2023 and December 31, 2022, the Company had $28,508,214 and $81,039,102 held in the Trust Account, respectively, including dividend income of $2,134,446 and $1,107,852 recognized in the years ended December 31, 2023 and December 31, 2022, 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 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 Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 FASB 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 to 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 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 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 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 income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non -redeemable -redeemable any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non -redeemable The net income (loss) per share presented in the consolidated statement of operations is based on the following: Year ended Year ended Net income (loss) $ 483,430 $ (675,874) Accretion of temporary equity to redemption value — (12,727,452 ) Net income (loss) including accretion of temporary equity to redemption $ 483,430 $ (13,403,326) Less: Monthly extension fees 600,000 — Less: Income on trust account to be allocated to redeemable shares 2,134,446 1,107,852 Net loss excluding income on trust account $ (2,251,016 ) $ (14,511,178 ) Year ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding income on trust account $ (1,510,972) $ (740,044) Income on trust account 2,134,446 — Monthly extension fees 600,000 — Accretion of temporary equity to redemption value — — Allocation of net income (loss) $ 1,223,474 $ (740,044 ) Denominators: Weighted-average shares outstanding 4,260,842 2,086,875 Basic and diluted net income (loss) per share $ 0.29 $ (0.35) Year ended Redeemable Non-redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding income on trust account $ (10,491,992) $ (4,019,186 ) Income on trust account 1,107,852 — Accretion of temporary equity to redemption value 12,727,452 — Allocation of net income (loss) $ 3,343,312 $ (4,019,186 ) Denominators: Weighted-average shares outstanding 5,264,384 2,016,637 Basic and diluted net income (loss) per share $ 0.64 $ (1.99 ) Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short -term 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 • • • 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 December 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Cash and cash equivalents held in Trust Account 1 $ 28,508,214 $ 81,039,102 Except for the foregoing, the Company does not have any assets measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022. 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 financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. 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 Each unit consists of one Class A ordinary share, one -half -tenth 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 stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, 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 As of September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected on the 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 (55,265,334 ) — Plus: Accretion of carrying value to redemption value 15,597,512 13,835,304 Monthly Extension Fees 375,000 — Ordinary shares subject to possible redemption $ 27,910,976 $ 81,039,102	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 Each unit consists of one Class A ordinary share, one -half -tenth 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 certificate of incorporation, 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 As of December 31, 2023 and 2022, the Class A ordinary shares reflected on the 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 (55,265,334 ) — Plus: Accretion of carrying value to redemption value 15,969,750 13,835,304 Monthly extension fees 600,000 — Ordinary shares subject to possible redemption $ 28,508,214 $ 81,039,102

Private Placement

Private Placement	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. 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	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

Related Party Transactions

Related Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. 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 Since the underwriters partially exercised the over -allotment 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 Loan 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, 2024. As of September 30, 2023, the outstanding balance of the Second Eternal Loan was $180,000 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 and its maturity date is March 31, 2024. As of September 30, 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 March 31, 2025. As of September 30, 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 is 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 of the loan is the earlier of May 1, 2024 or the date of the consummation of the initial business combination of the Company. As of September 30, 2023, the Company borrowed an additional $25,289 beyond the initial terms of the loan and the outstanding balance of the Fifth Eternal Loan was $525,289 and no interest was accrued. On April 18, 2023, the Company closed its American International Bank account and transferred the remaining balance of $39,397 to the Sponsor. The Sponsor transferred $30,000 of this amount to the Company’s Winterbotham Bank account. The remaining $9,397 represents a partial repayment of the Company’s outstanding loans payable with the Sponsor. Eternal 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 “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 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 Extension Note is par value. As of September 30, 2023, the outstanding balance of the Extension Note was $450,000 and no interest was accrued. 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 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 In addition to the Transaction Success Fee, the Company agreed to pay Gluon Group for any reasonable and documented out -of-pocket	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 Since the underwriters partially exercised the over -allotment 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 for the Company’s Initial Public Offering. The Holders 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 December 31, 2023, the Company had one Class B ordinary share outstanding. Loans with related party The Company agreed to borrow up to $500,000 from Eternal B.V., an affiliate of the Company through common ownership (the “Lender”), to be used for the payment of costs related to the Initial Public Offering (the “Loan”). Pursuant to the loan agreement and its subsequent amendments, the Loan was non -interest On September 21, 2022, the Company entered into a loan agreement with 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 is available to be drawn down from September 21, 2022 to March 31, 2023 and its maturity date is March 31, 2024. As of December 31, 2023 and 2022, the outstanding balance of the Second Eternal Loan was $170,603 and $180,000, respectively, and no interest was accrued. On November 12, 2022, the Company entered into an additional 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 is available to be drawn down from November 12, 2022 to March 31, 2023 and its maturity date is March 31, 2024. As of December 31, 2023 and 2022, the outstanding balance of the Third Eternal Loan was $300,000 and no interest was accrued. On January 29, 2023, we entered into a loan agreement with Eternal 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 March 31, 2025. As of 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 is 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 of the loan is the earlier of May 1, 2024 or the date of the consummation of the initial business combination of the Company. As of December 31, 2023, the Company borrowed an additional $153,619 beyond the initial terms of the loan and the outstanding balance of the Fifth Eternal Loan was $653,619 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 and its maturity date is the earlier of August 1, 2024 or the date of the initial business combination of the Company. As of December 31, 2023, the Company borrowed an additional $22,302 beyond the initial terms of the loan and the outstanding balance of the Sixth Eternal Loan was $357,302 and no interest was accrued. On November 1, 2023, the Company and the Lender agreed to 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. Eternal 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 “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 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. Per the Extension Note Amendment, if the Company does not repay the Extension Note within five days of the maturity date, five percent (5%) interest per month will accrue on the unpaid principal balance until the 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 Extension Note is par value. As of December 31, 2023, the outstanding balance of the Extension Note was $600,000 and no interest was accrued. 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 December 31, 2023, $39,187 has been paid to Gluon Group for such services and an additional $184,941 has been accrued in Administrative service fee payable — related party. 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 In addition to the Transaction Success Fee, the Company agreed to pay Gluon Group for any reasonable and documented out -of-pocket Business Combination Agreement On December 30, 2023, ClimateRock entered into a Business Combination Agreement with GreenRock, a related party through shared management (see details of Business Combination Agreement in Note 6).

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. 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 Underwriting agreement On October 21, 2021, the Company engaged Maxim Group LLC (“Maxim”) as its underwriter. The Company granted the underwriters a 45 -day -allotments 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 The shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock -up 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 -linked 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, 2023, the total outstanding billed amount for services provided by EGS is $882,325 of which $441,163 (50% of the outstanding balance) 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, 2023 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 August 17, 2022, the Company entered into an agreement (the “Letter Agreement”) with Maxim to pay a fee (the “Success Fee”) upon completion of one or more successful transactions. On October 3, 2022, the Company amended its agreement with Maxim (the “Amendment”). The 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 Trust 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 On March 30, 2023, the Maxim Letter Agreement 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 On July 11, 2022, the Company entered into an agreement (the “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 Company will pay ALANTRA a retainer of $15,000 at signing of the engagement letter 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 The Company will also have transactions fees (“Transaction 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. • • If a transaction is Completed in North America, Asia, or Africa which is not introduced by ALANTRA and such Transaction requires an introductory, coadvisory, or similar fee due by the Company, the Company shall pay ALANTRA a Transaction Success Fee in the form of: • • Notwithstanding the above, it is agreed that the Transaction Success Fee will be subject to a minimum of EUR 1,000,000. Each Transaction 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 (“Completion”). Business Combination Agreement On October 6, 2022, the Company entered into a Business Combination Agreement (the “Original Business Combination Agreement”) with ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly -owned 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 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. As amended, the base consideration to be offered by Pubco to the holders of EEW securities will be a number of ordinary shares of Pubco (the “Pubco Ordinary Shares”) with an aggregate value equal to Five Hundred Million U.S. Dollars ($500,000,000), plus a contingent earn out of Pubco Ordinary Shares with aggregate value of One Hundred Fifty Million Dollars ($150,000,000) as described above, with each Pubco Ordinary Share valued at an amount equal to the price at which each of the Company’ ordinary share is redeemed or converted pursuant to the redemption of the Company’s ordinary shares pursuant to the Company’s organizational documents. For a more detailed description of the Business Combination Agreement, and the transactions contemplated therein, see the Company’s Current Report on Form 8 -K	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 Underwriting agreement On October 21, 2021, the Company engaged Maxim Group LLC (“Maxim”) as its underwriter. The Company granted the underwriters a 45 -day -allotments 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 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 -linked 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 permits bills to be paid in installments and/or deferred to closing, with any balance owed at the closing of the initial business combination to be subject to a certain premium. As of December 31, 2023 and 2022, the total outstanding billed amount for services provided by EGS is $892,784 and $634,055 of which $446,392 and $317,027 (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 December 31, 2023 and 2022, 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 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 On August 17, 2022, the Company entered into an agreement (the “Letter Agreement”) with Maxim to pay a fee (the “Success Fee”) upon completion of one or more successful transactions. On October 3, 2022, the Company amended its agreement with Maxim (the “Amendment”). The 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 Trust 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 On July 11, 2022, the Company entered into an agreement (the “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 Company will pay ALANTRA a retainer of $15,000 at signing of the engagement letter 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 The Company will also have transactions fees (“Transaction 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: • • If a transaction is Completed in North America, Asia, or Africa which is not introduced by ALANTRA and such Transaction requires an introductory, coadvisory, or similar fee due by the Company, the Company shall pay ALANTRA a Transaction Success Fee in the form of: • • Notwithstanding the above, it is agreed that the Transaction Success Fee will be subject to a minimum of EUR 1,000,000. Each Transaction 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 (“Completion”). Business Combination Agreement On October 6, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with ClimateRock Holdings Limited, a Cayman Islands exempted company (“Pubco”), ClimateRock Merger Sub Limited, a Cayman Islands exempted company and a wholly -owned 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 (the “Pubco Ordinary Shares”) 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 ordinary share is redeemed or converted pursuant to the redemption of ClimateRock’s ordinary shares 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 -K 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 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 Amended and Restated 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 the GreenRock Merger Agreement with Holdings, Merger Sub, and 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

Shareholder_s Equity

Shareholder’s Equity	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Shareholder’s Equity [Abstract]
SHAREHOLDER’S EQUITY	NOTE 7. 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 ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable, or salable until 30 days after the completion of our 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 (90 th The Company may call the Warrants for redemption, once they become exercisable: • • • • -trading 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 (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 -tenth -exchanged 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.	NOTE 7. SHAREHOLDER’S 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 ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable, or salable until 30 days after the completion of our 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 (90 th The Company may call the Warrants for redemption, once they become exercisable: • • • • -trading 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 (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 -tenth -exchanged 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	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023, up through the date the Company issued the financial statements. On October 4, 2023, the Company completed its transfer of $75,000, received from the Sponsor in September, from the working capital account into the Trust Account to fund the monthly extension fee. 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 and its maturity date is the earlier of August 1, 2024 or the date of the initial Business Combination of the Company. On November 1, 2023, the Company and the Lender entered into an agreement (the “Eternal Loan Amendment”) to amend the Second and Third Eternal Loans to state that the final repayment date of the loans shall be the earlier of March 31, 2024 or the date of the consummation of the initial Business Combination of the Company and the Fourth Eternal Loan was amended to state that the final repayment date of the loans shall be the earlier of March 31, 2025 or the date of the consummation of the initial Business Combination of the Company. In addition, the Eternal Loan Amendment requires 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 30 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 November 3, 2023, the Company issued an amended and restated promissory note (the “Amended and Restated Extension Note”) to amend and restate the Extension Note to state that if principal balance pursuant to the Extension Note is not paid to the Sponsor within five business days of the maturity date of the loan, interest shall accrue on the unpaid principal balance of the Extension Note at a rate of five percent (5%) per month until the Extension Note is fully repaid.	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 balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023, up through the date the Company issued the financial statements. On January 2, 2024, the Company received a transfer from the Sponsor in the amount of $203,409. This transfer constitutes an additional borrowing beyond the initial terms of the Sixth Eternal Loan.

Events Subsequent To The Date O

Events Subsequent To The Date Of The Form 10-Q Filed On November 14, 2023	9 Months Ended
	Sep. 30, 2023
Events Subsequent To The Date [Abstract]
EVENTS SUBSEQUENT TO THE DATE OF THE FORM 10-Q FILED ON NOVEMBER 14, 2023	NOTE 9. On November 29, 2023, the Company notified GreenRock that the Company has elected to terminate the Agreement 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 (the “Termination”). As a result, the Agreement is of no further force and effect, except for certain specified provisions in the Agreement, which shall survive the Termination and remain in full force and effect in accordance with their respective terms. The Company intends to seek alternative ways to consummate an initial business combination. On December -owned On January On March -K -K -Q -Q -Q -Q -Q -K -current -current On March -K -Q To the Board of Directors and Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ClimateRock and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in shareholders’ (deficit) equity, and cash flows for each of the years in the two -year -year Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s business plan is dependent on future financing and the completion of the initial business combination and the Company’s cash and working capital are not sufficient to complete its planned activities for one year from the issuance of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The accompanying unaudited financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022 have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S -X -Q The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10 -K	Basis of presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. The accompanying consolidated financial statements for the years ended December 31, 2023 and 2022 have been prepared in accordance with GAAP and with the instructions for annual reports on Form 10 -K -X
Cash and cash equivalents	Cash and cash equivalents The Company considers all short -term As of September 30, 2023, the Company’s cash balance included $75,000 that had been drawn down from the Company’s promissory note with the Sponsor for the purpose of funding the monthly extension fee in the Trust Account. The Company subsequently transferred $75,000 from its working capital account to the Trust Account on October 4, 2023.	Cash and cash equivalents The Company considers all short -term
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 180 -7 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 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 income (loss) to net cash used in operating activities in the Statements of Cash Flow. Such dividend income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of business combination (Please see Note 1). As of September 30, 2023 and December 31, 2022, the Company had $27,910,976 and $81,039,102 held in the Trust Account, respectively, including dividend income of $1,762,208 and $1,107,852 for the nine months ended September 30, 2023 and the year ended December 31, 2022, 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 180 -7 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 income on 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 income (loss) to net cash used in operating activities in the 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 (Please see Note 1). At December 31, 2023 and December 31, 2022, the Company had $28,508,214 and $81,039,102 held in the Trust Account, respectively, including dividend income of $2,134,446 and $1,107,852 recognized in the years ended December 31, 2023 and December 31, 2022, 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 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	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 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 Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, the actual results could differ significantly from those estimates.	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 FASB 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 to 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 balance sheets.	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 FASB 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 to 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 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 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 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.	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 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 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 income (loss) per share	Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non -redeemable -redeemable of shares outstanding between the redeemable and non -redeemable The Net income (loss) per share presented in the condensed statement of operations is based on the following: Three months Three months Net income (loss) $ 26,528 $ (407,918 ) Less: Monthly extension fees 225,000 — Less: Dividend income on trust account to be allocated to redeemable shares 357,678 353,596 Net loss excluding monthly extension fees and dividend income on trust account $ (556,150 ) $ (761,514 ) Three months ended Redeemable Non-redeemable 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 and monthly extension fees $ (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 ) Three months ended Redeemable shares Non-redeemable shares Basic and diluted net loss per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (601,987 ) $ (159,527 ) Dividend income on trust account 353,596 — Allocation of net loss $ (248,391 ) $ (159,527 ) Denominators: Weighted-average shares outstanding 7,875,000 2,086,875 Basic and diluted net loss per share $ (0.03 ) $ (0.08 ) Nine months Nine months Net income (loss) $ 585,178 $ (594,057 ) Accretion of temporary equity to redemption value — (12,727,453 ) Net income (loss) including accretion of temporary equity to redemption $ 585,178 $ (13,321,510 ) Less: Monthly extension fees 375,000 — Less: Dividend income on trust account to be allocated to redeemable shares 1,762,208 440,326 Net loss excluding monthly extension fees and income on trust account $ (1,552,030 ) $ (13,761,836 ) Nine months ended Redeemable Non-redeemable 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 and monthly extension fees $ (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 ) 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 $ (9,461,321 ) $ (4,300,515 ) Dividend income on trust account 440,326 — Accretion of temporary equity to redemption value 12,727,453 — Allocation of net income (loss) $ 3,706,458 $ (4,300,515 ) Denominators: Weighted-average shares outstanding 4,384,615 1,992,967 Basic and diluted net income (loss) per share $ 0.85 $ (2.16 )	Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non -redeemable -redeemable any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non -redeemable The net income (loss) per share presented in the consolidated statement of operations is based on the following: Year ended Year ended Net income (loss) $ 483,430 $ (675,874) Accretion of temporary equity to redemption value — (12,727,452 ) Net income (loss) including accretion of temporary equity to redemption $ 483,430 $ (13,403,326) Less: Monthly extension fees 600,000 — Less: Income on trust account to be allocated to redeemable shares 2,134,446 1,107,852 Net loss excluding income on trust account $ (2,251,016 ) $ (14,511,178 ) Year ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding income on trust account $ (1,510,972) $ (740,044) Income on trust account 2,134,446 — Monthly extension fees 600,000 — Accretion of temporary equity to redemption value — — Allocation of net income (loss) $ 1,223,474 $ (740,044 ) Denominators: Weighted-average shares outstanding 4,260,842 2,086,875 Basic and diluted net income (loss) per share $ 0.29 $ (0.35) Year ended Redeemable Non-redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding income on trust account $ (10,491,992) $ (4,019,186 ) Income on trust account 1,107,852 — Accretion of temporary equity to redemption value 12,727,452 — Allocation of net income (loss) $ 3,343,312 $ (4,019,186 ) Denominators: Weighted-average shares outstanding 5,264,384 2,016,637 Basic and diluted net income (loss) per share $ 0.64 $ (1.99 )
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 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short -term 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 • • • 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.	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short -term 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 • • • 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 December 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Cash and cash equivalents held in Trust Account 1 $ 28,508,214 $ 81,039,102 Except for the foregoing, the Company does not have any assets measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022.
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 financial statements.	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 financial statements.
Prior period reclassifications		Prior period reclassifications To conform with the current period presentation, management has reclassified a portion of the amount previously presented within “Accrued liabilities” on the Balance Sheet as of December 31, 2022, “Formation and operating costs” on the Statement of Operations for the year ended December 31, 2022, and “Accrued liabilities, excluding unrealized foreign exchange loss” on the Statement of Cash Flows for the year ended December 31, 2022 as “Administrative service fee payable — related party”, “Administrative service fees — related party”, and “Administrative service fee payable — related party”, respectively.

Description of Organization a_2

Description of Organization and Business Operations (Tables)	9 Months Ended
	Sep. 30, 2023
Description of Organization and Business Operations [Abstract]
Schedule of Restatement Financial Statements	The following tables summarize the effect of the restatement on each financial statement line item impacted as of September 30, 2023 and December 31, 2022: Effects of Restatement as of September 30, 2023 Previously Reported Adjustments As Current assets $ 28,022,595 $ (27,910,976 ) $ 111,619 Non-current assets $ — $ 27,910,976 $ 27,910,976 Current liabilities $ 4,993,616 $ (2,362,500 ) $ 2,631,116 Non-current liabilities $ — $ 2,362,500 $ 2,362,500 Effects of Restatement as of December 31, 2022 Previously Adjustments As Current assets $ 81,557,355 $ (81,039,102 ) $ 518,253 Non-current assets $ — $ 81,039,102 $ 81,039,102 Current liabilities $ 3,848,220 $ (2,362,500 ) $ 1,485,720 Non-current liabilities $ — $ 2,362,500 $ 2,362,500

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Net Income (Loss) Per Share	The Net income (loss) per share presented in the condensed statement of operations is based on the following: Three months Three months Net income (loss) $ 26,528 $ (407,918 ) Less: Monthly extension fees 225,000 — Less: Dividend income on trust account to be allocated to redeemable shares 357,678 353,596 Net loss excluding monthly extension fees and dividend income on trust account $ (556,150 ) $ (761,514 ) Nine months Nine months Net income (loss) $ 585,178 $ (594,057 ) Accretion of temporary equity to redemption value — (12,727,453 ) Net income (loss) including accretion of temporary equity to redemption $ 585,178 $ (13,321,510 ) Less: Monthly extension fees 375,000 — Less: Dividend income on trust account to be allocated to redeemable shares 1,762,208 440,326 Net loss excluding monthly extension fees and income on trust account $ (1,552,030 ) $ (13,761,836 )	The net income (loss) per share presented in the consolidated statement of operations is based on the following: Year ended Year ended Net income (loss) $ 483,430 $ (675,874) Accretion of temporary equity to redemption value — (12,727,452 ) Net income (loss) including accretion of temporary equity to redemption $ 483,430 $ (13,403,326) Less: Monthly extension fees 600,000 — Less: Income on trust account to be allocated to redeemable shares 2,134,446 1,107,852 Net loss excluding income on trust account $ (2,251,016 ) $ (14,511,178 )
Schedule of Basic and Diluted Net Income (Loss) Per Share	Three months ended Redeemable Non-redeemable 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 and monthly extension fees $ (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 ) Three months ended Redeemable shares Non-redeemable shares Basic and diluted net loss per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding dividend income on trust account $ (601,987 ) $ (159,527 ) Dividend income on trust account 353,596 — Allocation of net loss $ (248,391 ) $ (159,527 ) Denominators: Weighted-average shares outstanding 7,875,000 2,086,875 Basic and diluted net loss per share $ (0.03 ) $ (0.08 ) Nine months ended Redeemable Non-redeemable 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 and monthly extension fees $ (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 ) 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 $ (9,461,321 ) $ (4,300,515 ) Dividend income on trust account 440,326 — Accretion of temporary equity to redemption value 12,727,453 — Allocation of net income (loss) $ 3,706,458 $ (4,300,515 ) Denominators: Weighted-average shares outstanding 4,384,615 1,992,967 Basic and diluted net income (loss) per share $ 0.85 $ (2.16 )	Year ended Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding income on trust account $ (1,510,972) $ (740,044) Income on trust account 2,134,446 — Monthly extension fees 600,000 — Accretion of temporary equity to redemption value — — Allocation of net income (loss) $ 1,223,474 $ (740,044 ) Denominators: Weighted-average shares outstanding 4,260,842 2,086,875 Basic and diluted net income (loss) per share $ 0.29 $ (0.35) Year ended Redeemable Non-redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including accretion of temporary equity and excluding income on trust account $ (10,491,992) $ (4,019,186 ) Income on trust account 1,107,852 — Accretion of temporary equity to redemption value 12,727,452 — Allocation of net income (loss) $ 3,343,312 $ (4,019,186 ) Denominators: Weighted-average shares outstanding 5,264,384 2,016,637 Basic and diluted net income (loss) per share $ 0.64 $ (1.99 )
Schedule of Fair Value Hierarchy of the Valuation Inputs		The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Cash and cash equivalents held in Trust Account 1 $ 28,508,214 $ 81,039,102

Initial Public Offering (Tables

Initial Public Offering (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023
Initial Public Offering [Abstract]
Schedule of Ordinary Shares Reflected on the Balance Sheet	As of September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected on the 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 (55,265,334 ) — Plus: Accretion of carrying value to redemption value 15,597,512 13,835,304 Monthly Extension Fees 375,000 — Ordinary shares subject to possible redemption $ 27,910,976 $ 81,039,102	As of December 31, 2023 and 2022, the Class A ordinary shares reflected on the 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 (55,265,334 ) — Plus: Accretion of carrying value to redemption value 15,969,750 13,835,304 Monthly extension fees 600,000 — Ordinary shares subject to possible redemption $ 28,508,214 $ 81,039,102

Description of Organization a_3

Description of Organization and Business Operations (Details) - USD ($)				9 Months Ended		12 Months Ended
	May 02, 2023	May 02, 2022	May 02, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)		$ 10	$ 10
Underwriting fees				$ 1,181,250		$ 1,181,250
Deferred underwriting commissions payable				2,362,500		2,362,500
Representative shares amount					$ 946,181		$ 946,181
Other offering costs				604,011		604,011
Net proceeds				$ 79,931,250		79,931,250
Cash held of trust account						$ 57,290
Assets held in trust percentage				80%		80%
Pro rata interest earned (in Dollars per share)				$ 10.15		$ 11.06
Deposit in trust account				$ 787,500		$ 787,500
Deposits per share (in Dollars per share)				$ 0.1		$ 0.1
Cash				$ 79,815
Working capital deficit	$ 3,168,483			2,519,497
Current assets				111,619		$ 57,702	518,253
Assets, Noncurrent				27,910,976		28,508,214	81,039,102
Liabilities, Current				2,631,116		3,226,185	1,485,720
Liabilities, Noncurrent				$ 2,362,500		$ 2,412,500	2,362,500
Representative shares (in Shares)						946,169
Contributed loan	$ 75,000
Redeemed ordinary shares (in Shares)	5,297,862
Payable, Common Stock Redeemed	$ 55,265,334
Share price per share (in Dollars per share)	$ 10.43			$ 18		$ 18
Cash balance	$ 57,290
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)		7,875,000	7,875,000
Underwriters exercise issued (in Shares)		375,000	375,000
Gross proceeds		$ 78,750,000	$ 78,750,000
Private placement of warrants (in Shares)				3,762,500		7,875,000
Generating gross proceeds				$ 3,762,500		$ 3,762,500
Offering costs				5,093,930		5,093,930
Representative shares amount				946,169
Underwriters exercise issued			$ 375,000
Private placement of warrants						$ 3,762,500
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)						$ 1
Share price per share (in Dollars per share)		$ 1	$ 1
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Underwriting fees				2,362,500		$ 2,362,500
Cash held of trust account				79,815
Class A Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of units (in Shares)						118,125
Class A Ordinary Shares [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)		$ 10	$ 10
Restatement of Previously Issued Financial Statements [Member]
Description of Organization and Business Operations (Details) [Line Items]
Current assets				27,910,976			81,039,102
Assets, Noncurrent				27,910,976			81,039,102
Liabilities, Current				2,362,500			2,362,500
Liabilities, Noncurrent				$ 2,362,500			$ 2,362,500
Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)	$ 1
Warrant [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)				$ 1
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination acquires percentage				50%		50%

Description of Organization a_4

Description of Organization and Business Operations (Details) - Schedule of Restatement Financial Statements - USD ($)	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Current assets	$ 57,702	$ 111,619	$ 518,253
Non-current assets	28,508,214	27,910,976	81,039,102
Current liabilities	3,226,185	2,631,116	1,485,720
Non-current liabilities	$ 2,412,500	2,362,500	2,362,500
Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Current assets		28,022,595	81,557,355
Non-current assets
Current liabilities		4,993,616	3,848,220
Non-current liabilities
Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Current assets		(27,910,976)	(81,039,102)
Non-current assets		27,910,976	81,039,102
Current liabilities		(2,362,500)	(2,362,500)
Non-current liabilities		$ 2,362,500	$ 2,362,500

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 04, 2023
Summary of Significant Accounting Policies [Line Items]
Cash balance	$ 79,815	$ 57,290	$ 411,711
Partners' Capital Account, Units (in Shares)				75,000
Maturity date		180 days
Held in trust account	27,910,976		81,039,102
Dividends earned on cash	1,762,208		1,107,852
Held in trust account		$ 28,508,214	81,039,102
Dividend income		$ 2,134,446
Dividends earned on cash and cash equivalents			$ 1,107,852
Promissory Note [Member]
Summary of Significant Accounting Policies [Line Items]
Drawn from Company’s promissory note	$ 75,000
Government Treasury Bills [Member]
Summary of Significant Accounting Policies [Line Items]
Maturity date	180 days

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Schedule of Net Income (Loss) Per Share [Abstract]
Net income (loss)	$ 26,528	$ 106,798	$ 451,852	$ (407,918)	$ (184,940)	$ (1,200)	$ 585,178	$ (594,057)	$ 483,430	$ (675,874)
Accretion of temporary equity to redemption value								(12,727,453)		(12,727,452)
Net income (loss) including accretion of temporary equity to redemption value							585,178	(13,321,510)
Less: Monthly extension fees	225,000						375,000		$ 600,000	$ 79,931,250
Less: Income on trust account to be allocated to redeemable shares	357,678			353,596			1,762,208	440,326
Net loss excluding monthly extension fees and dividend income on trust account	$ (556,150)			$ (761,514)			$ (1,552,030)	$ (13,761,836)

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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Redeemable Shares [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share [Abstract]
Allocation of net loss including accretion of temporary equity and excluding income on trust account	$ (307,305)	$ (601,987)	$ (1,083,652)	$ (9,461,321)
Income on trust account	357,678	353,596	1,762,208	440,326
Accretion of temporary equity to redemption value				12,727,453
Monthly extension fees	225,000		375,000
Allocation of net income (loss)	$ 275,373	$ (248,391)	$ 1,053,556	$ 3,706,458
Weighted-average shares outstanding (in Shares)	2,577,138	7,875,000	4,828,244	4,384,615
Basic net income (loss) per share (in Dollars per share)	$ 0.11	$ (0.03)	$ 0.22	$ 0.85
Non-Redeemable Shares [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share [Abstract]
Allocation of net loss including accretion of temporary equity and excluding income on trust account	$ (248,845)	$ (159,527)	$ (468,378)	$ (4,300,515)
Income on trust account
Accretion of temporary equity to redemption value
Monthly extension fees
Allocation of net income (loss)	$ (248,845)	$ (159,527)	$ (468,378)	$ (4,300,515)
Weighted-average shares outstanding (in Shares)	2,086,875	2,086,875	2,086,875	1,992,967
Basic net income (loss) per share (in Dollars per share)	$ (0.12)	$ (0.08)	$ (0.22)	$ (2.16)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Redeemable Shares [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share [Abstract]
Diluted net income (loss) per share	$ 0.11	$ (0.03)	$ 0.22	$ 0.85
Non-Redeemable Shares [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share [Abstract]
Diluted net income (loss) per share	$ (0.12)	$ (0.08)	$ (0.22)	$ (2.16)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		9 Months Ended		12 Months Ended
	May 02, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2023	May 02, 2023
Initial Public Offering (Details) [Line Items]
Unit price per share (in Dollars per share)	$ 10
Gross proceeds from initial public offering (in Dollars)			$ 78,750,000	$ 78,750,000
Number of shares of common stock converted from each warrants		1
Common stock conversion basis		one-half of one redeemable warrant and one right
Exercise price (in Dollars per share)	11.5					$ 1
Sold price (in Dollars per share)	$ 10
Gross proceeds (in Dollars)	$ 78,750,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units purchase	7,875,000
Gross proceeds from initial public offering (in Dollars)	$ 78,750,000
Public Shares		7,875,000
Sale of units	7,875,000
Shares sold		3,762,500			7,875,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units purchase	375,000
Sale of units	375,000
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Exercise price (in Dollars per share)		$ 11.5			$ 11.5
Class A Ordinary Shares [Member] | Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Unit price per share (in Dollars per share)	$ 10

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Ordinary Shares Reflected on the Balance Sheet - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Ordinary Shares Reflected on the Balance Sheet [Abstract]
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)	(4,647,702)
Redemption of shares	(55,265,334)	(600,000)
Plus:
Accretion of carrying value to redemption value	15,597,512	15,969,750	13,835,304
Monthly Extension Fees	375,000	$ 600,000
Ordinary shares subject to possible redemption	$ 27,910,976		$ 81,039,102

Private Placement (Details)

Private Placement (Details) - USD ($)		9 Months Ended	12 Months Ended
	May 02, 2022	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	May 02, 2023
Private Placement [Line Items]
Proceeds from issuance of warrants		$ 6,898,500	$ 6,898,500
Class of warrant or right, exercise price of warrants or rights	$ 11.5				$ 1
Price per warrant		$ 18		$ 18	$ 10.43
Purchase ordinary per share	$ 11.5
Private Placement [Member]
Private Placement [Line Items]
Class of warrants and rights issued during the period	3,762,500
Underwriters’ partial exercise of over-allotment option	112,500
Proceeds from issuance of warrants	$ 3,762,500
Number of shares	3,762,500
Price per warrant	$ 1
Generating gross proceeds	$ 3,762,500
Over-Allotment Option [Member]
Private Placement [Line Items]
Class of warrants or rights warrants issued issue price per warrant	$ 1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)										3 Months Ended		9 Months Ended	12 Months Ended
	May 02, 2023	Apr. 18, 2023	Apr. 12, 2023	Mar. 31, 2023	Oct. 05, 2022	Sep. 21, 2022	May 02, 2022	Apr. 27, 2022	Dec. 30, 2021	Mar. 31, 2023	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 01, 2023	Jul. 03, 2023	Jun. 03, 2023	May 03, 2023	Jan. 29, 2023	Nov. 12, 2022	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Founder shares aggregate price	$ 75,000
Shares subject to forfeiture (in Shares)							187,500					187,500
Exercised the over-allotment units (in Shares)												375,000
Founder shares subject to forfeiture (in Shares)												93,750	93,750
Founder shares issued (in Shares)											3,762,500	1,968,750		3,762,500
Maturity date												Mar. 31, 2024	Mar. 31, 2025
Loan payable												$ 9,397	$ 357,302								$ 63,073
Principal amount	900,000																		$ 50,000	$ 300,000
Accrued interest	$ 600,000												653,619
Accrued liability		$ 39,397										450,000
Transaction success fee payment					$ 250,000							30,000
Price per share (in Dollars per share)							$ 10
Sponsor service fee								$ 10,000
Accrued amount												$ 154,941	$ 184,941
Pay for transaction						$ 500,000
Aggregate purchase price						400,000,000
Purchase Transaction						400,000,001
Transaction purchase price						1,000,000
Aggregate fair value					400,000,000
Cash fee payable, percentage												2%	2%
Founder shares outstanding (in Shares)							1,968,750
Ordinary shares issued (in Shares)										1,968,749			1,968,749
Interest rate percentage	5%														5%
Conversion price per warrants (in Dollars per share)	$ 1						$ 11.5
Payment of company						500,000
Aggregate purchase price amount						1,000,000
Minimum [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price						400,000,000
Maximum [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price						500,000
Warrant [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)	$ 1
Conversion price per warrants (in Dollars per share)													$ 0.01
Fifth Eternal Loan [Member]
Related Party Transactions (Details) [Line Items]
Principal amount			$ 500,000									$ 25,289				$ 100,000	$ 125,000	$ 125,000
Debt periodic payment			150,000
Accrued interest												$ 525,289
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares, shares issued (in Shares)									2,156,250
Founder shares aggregate price									$ 25,000
Par value per share (in Dollars per share)									$ 0.0001
Shares subject to forfeiture (in Shares)									281,250
Sponsor has paid in exchanges for the shares									$ 25,000
Founder shares issued (in Shares)							1,968,750
Sponsor has paid in exchanges for the shares									$ 25,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Exercised the over-allotment units (in Shares)													375,000
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Par value per share (in Dollars per share)												$ 0.0001	$ 0.0001	$ 0.0001
Founder shares issued (in Shares)				1,968,749
Class A Ordinary Shares [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares issued (in Shares)									2,156,250
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Par value per share (in Dollars per share)												0.0001	0.0001	$ 0.0001
Founder shares issued (in Shares)				1,968,749
Conversion price per warrants (in Dollars per share)												$ 11.5	$ 11.5
Gluon Group [Member]
Related Party Transactions (Details) [Line Items]
Company shares owned (in Shares)												505
Paid amount												$ 39,187	$ 39,187
Advisory Services [Member]
Related Party Transactions (Details) [Line Items]
Cash fee payable, percentage												5%	5%
Loan with Related Party [Member]
Related Party Transactions (Details) [Line Items]
Payment of costs related to proposed offering						180,000							$ 500,000
Loan payable												$ 50,000
Second Eternal Loan [Member]
Related Party Transactions (Details) [Line Items]
Loan payable												180,000	$ 170,603	$ 180,000
Principal amount						180,000
Third Eternal Loan [Member]
Related Party Transactions (Details) [Line Items]
Loan payable												$ 300,000		$ 300,000						300,000
Principal amount																				$ 300,000
Sponsor [Member] | Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares issued (in Shares)				1,968,749
Sponsor [Member] | Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares issued (in Shares)													1,968,749
Fourth Eternal Loan [Member]
Related Party Transactions (Details) [Line Items]
Loan payable													$ 50,000
Principal amount																			$ 50,000
Fifth Eternal Loan [Member]
Related Party Transactions (Details) [Line Items]
Loan payable			150,000										153,619			$ 100,000	$ 125,000	$ 125,000
Principal amount			$ 500,000
Sixth Eternal Loan [Member]
Related Party Transactions (Details) [Line Items]
Loan payable													$ 22,302
Principal amount															$ 335,000
Letter Agreement [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price amount						400,000,000
Gluon Partners LLP [Member]
Related Party Transactions (Details) [Line Items]
Additional aggregate purchase price amount						500,000
Transaction Success Fee [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price amount						400,000,000
Advisory Services [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price amount						$ 400,000,001
Related Party [Member]
Related Party Transactions (Details) [Line Items]
Aggregate purchase price amount					$ 400,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details)								1 Months Ended	9 Months Ended		12 Months Ended
	Aug. 03, 2023 USD ($)	Mar. 30, 2023	Oct. 03, 2022 USD ($)	Jul. 11, 2022 USD ($)	May 02, 2022 USD ($) $ / shares shares	May 02, 2022 $ / shares shares	Oct. 21, 2021 shares	Aug. 17, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 EUR (€) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2023 EUR (€) shares	May 02, 2023 USD ($)	Jan. 29, 2023 USD ($)	Dec. 31, 2022 USD ($)	Nov. 12, 2022 USD ($)
Commitments and Contingencies [Line Items]
Additional units of purchase (in Shares) | shares							1,125,000
Exercised option (in Shares) | shares					375,000
Underwriting agreement									$ 0.45
Aggregate expenses					$ 125,000				125,000
Estimated fair value									$ 946,181		$ 946,181
Agreement description									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, 2023, the total outstanding billed amount for services provided by EGS is $882,325 of which $441,163 (50% of the outstanding balance) 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, 2023 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.	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, 2023, the total outstanding billed amount for services provided by EGS is $882,325 of which $441,163 (50% of the outstanding balance) 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, 2023 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.
Transaction amount								$ 50,000,000
Transaction expenses cash								40,000,000
Additional common stock amount								150,000
Success transaction cash								500,000		€ 1,000,000		€ 1,000,000
Gross proceeds percentage		1%
Retainer amount			$ 15,000	$ 15,000
Due payable amount			20,000	20,000
Aggregate transaction value			400,000,000	400,000,000					$ 300,000,000		300,000,000
Retainer fees			$ 40,000	$ 40,000
Payable amount									1,600,000		1,600,000
Payable sponsor entity amount									$ 1,600,000		$ 1,600,000
Transaction purchase price rate									0.85%	0.85%	0.85%	0.85%
Aggregate value									$ 300,000,000		$ 300,000,000
Percentage of purchase price									0.40%	0.40%	0.40%	0.40%
Contingent earn	$ 150,000,000
Revenue milestone	52,000,000
Business combination aggregate value									$ 500,000,000		$ 650,000,000
Purchase additional units (in Shares) | shares							1,125,000
Underwritting discount rate											0.45%	0.45%
Agregate amount													$ 900,000	$ 50,000		$ 300,000
Price per unit (in Dollars per share) | $ / shares					$ 10	$ 10
Deferred underwriting commissions per share (in Dollars per share) | $ / shares											$ 0.45
Outstanding billed amount											$ 892,784				$ 634,055
Outstanding billed percentage											50%
Gross proceeds percentage		1%
Maxim Group LLC [Member]
Commitments and Contingencies [Line Items]
Agregate amount											$ 3,543,750
Road Show [Member]
Commitments and Contingencies [Line Items]
Agregate amount											125,000
Underwriters Discount [Member]
Commitments and Contingencies [Line Items]
Underwriting agreement (in Dollars per share) | $ / shares									$ 0.45
Underwriting agreement									$ 3,543,750
IPO [Member]
Commitments and Contingencies [Line Items]
Exercised option (in Shares) | shares					375,000
Underwriting agreement (in Dollars per share) | $ / shares									$ 0.15
Underwriting agreement									$ 1,181,250
Agregate amount											$ 2,362,500
New issuance											$1,181,250	$1,181,250
Deferred underwriting commissions per share (in Dollars per share) | $ / shares											$ 0.3
Proceeds from issuance of initial public offering					$ 125,000
Ordinary shares issued (in Shares) | shares					7,875,000	7,875,000
Deferred Underwriting Commission [Member]
Commitments and Contingencies [Line Items]
Underwriting agreement (in Dollars per share) | $ / shares									$ 0.3
Underwriting agreement									$ 2,362,500
Pubco Ordinary Shares [Member]
Commitments and Contingencies [Line Items]
Business combination aggregate value									$ 150,000,000
Class A Ordinary Shares [Member]
Commitments and Contingencies [Line Items]
Ordinary shares issued (in Shares) | shares									118,125	118,125
Transaction expenses cash								200,000
Ordinary shares issued (in Shares) | shares											118,125	118,125
Class A Ordinary Shares [Member] | IPO [Member]
Commitments and Contingencies [Line Items]
Price per unit (in Dollars per share) | $ / shares					$ 10	$ 10
Repurchase Agreements [Member]
Commitments and Contingencies [Line Items]
Transaction expenses cash								75,000,000
Additional common stock amount								500,000
Success transaction cash								$ 500,000
Alliance Global Partners [Member]
Commitments and Contingencies [Line Items]
Business combination percentage		1%
Restated Business Combination Agreement [Member]
Commitments and Contingencies [Line Items]
Business combination value	$ 150,000,000
Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Price per unit (in Dollars per share) | $ / shares											$ 0.15
EGS Agreement [Member]
Commitments and Contingencies [Line Items]
Outstanding billed amount											$ 446,392				$ 317,027
EEW [Member]
Commitments and Contingencies [Line Items]
Transaction amount											$ 52,000,000

Shareholder_s Equity (Details)

Shareholder’s Equity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	May 02, 2023	Dec. 31, 2022	May 02, 2022
Shareholder’s Equity (Details) [Line Items]
Preference shares, shares authorized	1,000,000	1,000,000		1,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, shares outstanding
Warrants per shares (in Dollars per share)	$ 0.01
Exceeds price per share (in Dollars per share)	$ 18	$ 18	$ 10.43
Equity linked securities, description	(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 (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.
(in Dollars per share)			$ 1		$ 11.5
Trading days		20 days
Equity proceeds percentage		60%
Market value price per share (in Dollars per share)		$ 9.2
Market value percentage		180%
Redemption trigger price per share (in Dollars per share)		$ (18)
Class A Ordinary Shares [Member]
Shareholder’s Equity (Details) [Line Items]
Ordinary shares, shares authorized	479,000,000	479,000,000		479,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Ordinary shares, shares issued	2,086,874	2,086,874		118,125
Ordinary shares, shares outstanding	2,086,874	2,086,874		118,125
Vote		one
(in Dollars per share)	$ 11.5	$ 11.5
Class B Ordinary Shares [Member]
Shareholder’s Equity (Details) [Line Items]
Ordinary shares, shares authorized	20,000,000	20,000,000		20,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Ordinary shares, shares issued	1	1		1,968,750
Ordinary shares, shares outstanding	1	1		1,968,750
Vote		one
Warrant [Member]
Shareholder’s Equity (Details) [Line Items]
(in Dollars per share)		$ 0.01
Trading days		30 days
Market value percentage		115%
Business Combination [Member]
Shareholder’s Equity (Details) [Line Items]
Ordinary shares, par value (in Dollars per share)		$ 9.2

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)					9 Months Ended
	Jan. 02, 2024	Nov. 03, 2023	Nov. 01, 2023	Oct. 04, 2023	Sep. 30, 2023
Subsequent Events (Details) [Line Items]
Repayment of loan					5%
Sponsor amount	$ 203,409
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Loan amount			$ 335,000
Repayment of loan		5%
Trust Accounts [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Working capital account				$ 75,000

Events Subsequent To The Date_2

Events Subsequent To The Date Of The Form 10-Q Filed On November 14, 2023 (Details)	Jan. 02, 2024 USD ($)
Subsequent Event [Member]
Events Subsequent To The Date Of The Form 10-Q Filed On November 14, 2023 (Details) [Line Items]
	$ 203,409

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Schedule of Net Income (Loss) Per Share [Abstract]
Net income (loss)					$ 483,430	$ (675,874)
Accretion of temporary equity to redemption value				$ (12,727,453)		(12,727,452)
Net income (loss) including accretion of temporary equity to redemption value					483,430	(13,403,326)
Less: Monthly extension fees			375,000		600,000
Less: Income on trust account to be allocated to redeemable shares	$ 357,678	$ 353,596	$ 1,762,208	$ 440,326	2,134,446	1,107,852
Net loss excluding income on trust account					$ (2,251,016)	$ (14,511,178)

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss including accretion of temporary equity and excluding income on trust account	$ (1,510,972)	$ (10,491,992)
Income on trust account	2,134,446	1,107,852
Monthly extension fees	600,000
Accretion of temporary equity to redemption value		12,727,452
Allocation of net income (loss)	$ 1,223,474	$ 3,343,312
Weighted-average shares outstanding (in Shares)	4,260,842	5,264,384
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.29	$ 0.64
Non-Redeemable Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss including accretion of temporary equity and excluding income on trust account	$ (740,044)	$ (4,019,186)
Accretion of temporary equity to redemption value
Allocation of net income (loss)	$ (740,044)	$ (4,019,186)
Weighted-average shares outstanding (in Shares)	2,086,875	2,016,637
Basic and diluted net income (loss) per share (in Dollars per share)	$ (0.35)	$ (1.99)

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Diluted net income (loss) per share	$ 0.29	$ 0.64
Non-Redeemable Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Diluted net income (loss) per share	$ (0.35)	$ (1.99)

Summary of Significant Accou_10

Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Level 1 [Member]
Assets:
Cash and cash equivalents held in Trust Account	$ 28,508,214	$ 81,039,102

Initial Public Offering (Deta_3

Initial Public Offering (Details) - Schedule of Ordinary Shares Reflected on the Balance Sheet - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Schedule of Ordinary Shares Reflected on the Balance Sheet [Abstract]
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)	(4,647,702)
Redemption of shares	(55,265,334)		(55,265,334)
Plus:
Accretion of carrying value to redemption value	15,597,512		15,969,750	13,835,304
Monthly extension fees	$ 55,265,334		600,000
Ordinary shares subject to possible redemption			$ 28,508,214	$ 81,039,102