Marblegate Capital S-4 9 Dec 24 Registration of securities issued in business combination transactions Financial data

Cover Page

Cover Page	9 Months Ended
	Sep. 30, 2024
Document Information [Line Items]
Document Type	S-4
Amendment Flag	false
Entity Registrant Name	Marblegate Capital Corporation
Entity Central Index Key	0001965052
Entity Filer Category	Non-accelerated Filer
Entity Incorporation, State or Country Code	DE
Entity Primary SIC Number	6770
Entity Tax Identification Number	92-2142791
Entity Address, Address Line One	411 Theodore Fremd Avenue
Entity Address, Address Line Two	Suite 206S
Entity Address, City or Town	Rye
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10580
City Area Code	914
Local Phone Number	415-4082
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Business Contact [Member]
Document Information [Line Items]
Contact Personnel Name	Andrew Milgram
Entity Address, Address Line One	411 Theodore Fremd Avenue
Entity Address, Address Line Two	Suite 206S
Entity Address, City or Town	Rye
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10580
City Area Code	914
Local Phone Number	415-4081

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 96,701	$ 123,870	$ 568,355
Prepaid expenses	26,623	35,596	325,696
Total Current Assets	123,324	159,466	894,051
Other assets	0	0	0
Investments held in Trust Account	4,028,377	6,781,024	10,325,848
TOTAL ASSETS	4,151,701	6,940,490	11,219,899
Current liabilities
Accounts payable and accrued expenses	412,943	373,758	567,819
Excise tax payable	68,072	38,791	0
Income taxes payable	54,711	70,906	638,962
Total Current Liabilities	535,726	483,455	1,206,781
Deferred legal fees	4,903,409	3,927,583	192,196
Promissory notes – related party	3,070,000	2,225,000
Working capital loan – related party		2,225,000	200,000
Warrant liability	15,607	7,507	16,380
Deferred underwriting fee payable	15,000,000	15,000,000	15,000,000
Total Liabilities	23,524,742	21,643,545	16,615,357
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, $0.0001 par value; 200,000,000 shares authorized; 637,605 and 1,010,391 shares at $10.63 and $10.37 per share redemption value as of December 31, 2023 and 2022, respectively	4,010,208	6,780,204	10,389,781
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding
Additional paid-in capital	0	0	0
Accumulated deficit	(23,384,370)	(21,484,380)	(15,786,360)
Total Stockholders' Deficit	(23,383,249)	(21,483,259)	(15,785,239)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	4,151,701	6,940,490	11,219,899
Common Stock Class A [Member]
Current liabilities
Class A common stock subject to possible redemption, $0.0001 par value; 200,000,000 shares authorized; 637,605 and 1,010,391 shares at $10.63 and $10.37 per share redemption value as of December 31, 2023 and 2022, respectively	4,010,208	6,780,204	10,389,781
Stockholders' Deficit
Common stock, value	491	491	91
Common Stock Class B [Member]
Stockholders' Deficit
Common stock, value	$ 630	$ 630	$ 1,030

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, Par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, Shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, Shares issued	0	0	0
Preferred stock, Shares outstanding	0	0	0
Common Stock Class A [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, Shares authorized	200,000,000	200,000,000	200,000,000
Common stock, Shares issued	4,910,000	4,910,000	910,000
Common stock, shares outstanding	4,910,000	4,910,000	910,000
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Temporary equity, shares authorized		637,605	1,010,391
Temporary equity, redemption price per share	$ 10.87	$ 10.63	$ 10.37
Temporary Equity, Shares Issued	368,879	637,605	1,010,391
Temporary Equity, Shares Outstanding	368,879	637,605	1,010,391
Common Stock Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, Shares authorized	20,000,000	20,000,000	20,000,000
Common stock, Shares issued	6,303,333	6,303,333	10,303,333
Common stock, shares outstanding	6,303,333	6,303,333	10,303,333

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating and formation costs	$ 604,684	$ 960,044	$ 1,859,846	$ 4,655,422	$ 5,747,453	$ 1,670,335
Income (Loss) from operations	(604,684)	(960,044)	(1,859,846)	(4,655,422)	(5,747,453)	(1,670,335)
Other income:
Change in fair value of warrant liabilities	1,274	(9,100)	(8,100)	(15,470)	8,873	233,870
Interest earned on cash and marketable securities held in Trust Account	69,716	103,460	217,873	331,985
Interest income on cash and investments held in Trust Account					427,781	3,305,765
Total other income	70,990	94,360	209,773	316,515	436,654	3,539,635
(Loss) Income before provision for income taxes	(533,694)	(865,684)	(1,650,073)	(4,338,907)	(5,310,799)	1,869,300
Provision for income taxes	(32,101)	(20,299)	(62,635)	(60,141)	(78,830)	(638,962)
Net loss	$ (565,795)	$ (885,983)	$ (1,712,708)	$ (4,399,048)	$ (5,389,629)	$ 1,230,338
Common Class A [Member]
Other income:
Earnings Per Share, Basic	$ (0.05)	$ (0.07)	$ (0.14)	$ (0.36)	$ (0.45)	$ 0.03
Earnings Per Share, Diluted	$ (0.05)	$ (0.07)	$ (0.14)	$ (0.36)	$ (0.45)	$ 0.03
Weighted Average Number of Shares Outstanding, Basic	579,186	766,064	617,990	925,369	880,992	27,696,716
Weighted Average Number of Shares Outstanding, Diluted	579,186	766,064	617,990	925,369	880,992	27,696,716
Common Class B And Non Redeemable Class A Common Stock [Member]
Other income:
Earnings Per Share, Basic	$ (0.05)	$ (0.07)	$ (0.14)	$ (0.36)	$ (0.45)	$ 0.03
Earnings Per Share, Diluted	$ (0.05)	$ (0.07)	$ (0.14)	$ (0.36)	$ (0.45)	$ 0.03
Weighted Average Number of Shares Outstanding, Basic	11,213,333	11,213,333	11,213,333	11,213,333	11,213,333	11,213,333
Weighted Average Number of Shares Outstanding, Diluted	11,213,333	11,213,333	11,213,333	11,213,333	11,213,333	11,213,333

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Total	Common Stock [Member] Common Stock Class A [Member]	Common Stock [Member] Common Stock Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance beginning, Values at Dec. 31, 2021	$ (14,616,431)	$ 91	$ 1,030	$ 0	$ (14,617,552)
Balance beginning, Shares at Dec. 31, 2021		910,000	10,303,333
Accretion for Class A common stock to redemption amount	(2,399,146)				(2,399,146)
Net Income (Loss)	1,230,338				1,230,338
Balance ending, Values at Dec. 31, 2022	(15,785,239)	$ 91	$ 1,030	0	(15,786,360)
Balance ending, Shares at Dec. 31, 2022		910,000	10,303,333
Remeasurement of Class A common stock subject to possible redemption	(61,616)				(61,616)
Net Income (Loss)	(2,482,203)				(2,482,203)
Balance ending, Values at Mar. 31, 2023	(18,329,058)	$ 91	$ 1,030	0	(18,330,179)
Balance ending, Shares at Mar. 31, 2023		910,000	10,303,333
Balance beginning, Values at Dec. 31, 2022	(15,785,239)	$ 91	$ 1,030	0	(15,786,360)
Balance beginning, Shares at Dec. 31, 2022		910,000	10,303,333
Net Income (Loss)	(4,399,048)	$ (335,352)
Balance ending, Values at Sep. 30, 2023	(20,280,681)	$ 491	$ 630	0	(20,281,802)
Balance ending, Shares at Sep. 30, 2023		4,910,000	6,303,333
Balance beginning, Values at Dec. 31, 2022	(15,785,239)	$ 91	$ 1,030	0	(15,786,360)
Balance beginning, Shares at Dec. 31, 2022		910,000	10,303,333
Accretion for Class A common stock to redemption amount	(269,598)				(269,598)
Conversion of Class B common stock to Class A common stock	0	$ 400	$ (400)	0	0
Conversion of Class B common stock to Class A common stock Shares		4,000,000	(4,000,000)
Recognition of excise tax liability on stock redemptions	(38,793)				(38,793)
Net Income (Loss)	(5,389,629)				(5,389,629)
Balance ending, Values at Dec. 31, 2023	(21,483,259)	$ 491	$ 630	0	(21,484,380)
Balance ending, Shares at Dec. 31, 2023		4,910,000	6,303,333
Balance beginning, Values at Mar. 31, 2023	(18,329,058)	$ 91	$ 1,030	0	(18,330,179)
Balance beginning, Shares at Mar. 31, 2023		910,000	10,303,333
Conversion of Class B common stock to Class A common stock	0	$ 400	$ (400)	0	0
Conversion of Class B common stock to Class A common stock Shares		4,000,000	(4,000,000)
Recognition of excise tax liability on stock redemptions	(25,153)				(25,153)
Remeasurement of Class A common stock subject to possible redemption	(8,202)				(8,202)
Net Income (Loss)	(1,030,862)				(1,030,862)
Balance ending, Values at Jun. 30, 2023	(19,393,275)	$ 491	$ 630	0	(19,394,396)
Balance ending, Shares at Jun. 30, 2023		4,910,000	6,303,333
Remeasurement of Class A common stock subject to possible redemption	(1,423)				(1,423)
Net Income (Loss)	(885,983)	$ (56,657)			(885,983)
Balance ending, Values at Sep. 30, 2023	(20,280,681)	$ 491	$ 630	0	(20,281,802)
Balance ending, Shares at Sep. 30, 2023		4,910,000	6,303,333
Balance beginning, Values at Dec. 31, 2023	(21,483,259)	$ 491	$ 630	0	(21,484,380)
Balance beginning, Shares at Dec. 31, 2023		4,910,000	6,303,333
Remeasurement of Class A common stock subject to possible redemption	(72,669)				(72,669)
Net Income (Loss)	(673,199)				(673,199)
Balance ending, Values at Mar. 31, 2024	(22,229,127)	$ 491	$ 630	0	(22,230,248)
Balance ending, Shares at Mar. 31, 2024		4,910,000	6,303,333
Balance beginning, Values at Dec. 31, 2023	(21,483,259)	$ 491	$ 630	0	(21,484,380)
Balance beginning, Shares at Dec. 31, 2023		4,910,000	6,303,333
Net Income (Loss)	(1,712,708)	$ (89,461)
Balance ending, Values at Sep. 30, 2024	(23,383,249)	$ 491	$ 630	0	(23,384,370)
Balance ending, Shares at Sep. 30, 2024		4,910,000	6,303,333
Balance beginning, Values at Mar. 31, 2024	(22,229,127)	$ 491	$ 630	0	(22,230,248)
Balance beginning, Shares at Mar. 31, 2024		4,910,000	6,303,333
Remeasurement of Class A common stock subject to possible redemption	(38,303)				(38,303)
Net Income (Loss)	(473,714)				(473,714)
Balance ending, Values at Jun. 30, 2024	(22,741,144)	$ 491	$ 630	0	(22,742,265)
Balance ending, Shares at Jun. 30, 2024		4,910,000	6,303,333
Recognition of excise tax liability on stock redemptions	(29,280)				(29,280)
Remeasurement of Class A common stock subject to possible redemption	(47,030)				(47,030)
Net Income (Loss)	(565,795)	$ (27,789)			(565,795)
Balance ending, Values at Sep. 30, 2024	$ (23,383,249)	$ 491	$ 630	$ 0	$ (23,384,370)
Balance ending, Shares at Sep. 30, 2024		4,910,000	6,303,333

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net Income (Loss)	$ (1,712,708)	$ (4,399,048)	$ (5,389,629)	$ 1,230,338
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on investments held in Trust Account	(217,873)	(331,985)	(427,782)	(3,305,765)
Change in fair value of warrant liabilities	8,100	15,470	(8,873)	(233,870)
Changes in operating assets and liabilities:
Prepaid expenses	8,973	151,050	290,100	18,585
Other assets			0	237,900
Accrued expenses	39,187	(131,946)	(194,062)	220,369
Deferred legal fee	975,826	2,998,731	3,735,387	192,196
Income taxes payable	(16,195)	(586,745)	(568,056)	638,962
Net cash used in operating activities	(914,690)	(2,284,473)	(2,562,915)	(1,001,285)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	42,521	141,418	93,430	989,480
Cash withdrawn from Trust Account in connection with redemption	2,927,998	2,515,240	3,879,175	293,509,365
Net cash provided by investing activities	2,970,519	2,656,658	3,972,605	294,498,845
Cash Flows from Financing Activities:
Proceeds from convertible promissory note - related party	845,000	1,625,000	2,025,000	200,000
Redemption of common stock	(2,927,998)	(2,515,240)	(3,879,175)	(293,509,365)
Net cash used in financing activities	(2,082,998)	(890,240)	(1,854,175)	(293,309,365)
Net Change in Cash	(27,169)	(518,055)	(444,485)	188,195
Cash – Beginning	123,870	568,355	568,355	380,160
Cash – Ending	96,701	50,300	123,870	568,355
Supplementary cash flow information:
Cash paid for income taxes	78,830	646,886	646,886	0
Non-cash investing and financing activities:
Cash paid for income taxes	78,830	646,886	646,886	0
Accretion for Class A common stock subject to redemption amount	$ 158,001	$ 71,241	$ 269,598	$ 2,399,062

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Going Concern	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Marblegate Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 10, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2024, the Company had not yet commenced any operations. All activity through September 30, 2024 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, identifying a target Company for a Business Combination and working to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering (the “IPO Registration Statement”) was declared effective on September 30, 2021. On October 5, 2021, the Company consummated the Initial Public Offering of units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating gross proceeds 3 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale o units (the “Private Placement Units”) at a price of per Private Placement Unit in a private placement to Marblegate Acquisition LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds 4 Transaction costs amounted to $42,630,587, consisting of $6,000,000 of underwriting fees, net of reimbursement, $15,000,000 of deferred underwriting fees, $1,015,137 of other offering costs (including $509,600 for the fair value of the private warrants included in the Private Placement Units, and $505,537 of offering costs) and $20,615,450 for the fair value of the Founder Shares attributable to certain anchor investors (see Note 5) Following the closing of the Initial Public Offering on October 5, 202 1 2(a)(16) 1940 2a-7 of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must comple t % of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (as amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) 13 1934 15 The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period (as defined below) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial On December 7, 202 2 5 2023 5 2023 , On June 27, 2023 ( 6 ) 5 2023 5 202 4 On June 28, 2023 On December 19, 2023 (9) 5 2024 5 2024 On September 10, 2024 5 2024 5 202 5 As a result of the Fourth Extension Amendment, the Company has until April 5, 2025 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, including all available extensions, then, unless our board of directors and stockholders approve a further extension of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and Cantor have agreed to waive their liquidation rights with respect to the Founder Shares and the shares of Class A common stock underlying the Private Placement Units (the “Private Placement Shares”) if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The anchor investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem % of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The Company will not use, now or in the future, any funds in the Trust Account, including any interest thereon, to pay for any excise tax imposed under the IR Act. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. As discussed above, on June 27, 2023, holders of 244,327 shares of Common Stock elected to redeem their shares in connection with the Second Extension Amendment. As a result, $2,515,240 was removed from the Trust Account to pay such holders. On December 19, 2023, holders of 128,459 shares of Common Stock elected to redeem their shares in connection with the Third Extension Amendment. As a result, $1,363,936 was removed from the Trust Account to pay such holders. On September 10, 2024, holders of 268,726 shares of common stock elected to redeem their shares in connection with the Fourth Extension Amendment. As a result, $2,927,998 was removed from the Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations and has determined that $68,072 is required to be recorded as a liability, which remained outstanding on the Company’s balance sheet as of September 30, 2024. This liability will be reevaluated and remeasured at the end of each quarterly period. During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024. The Company is currently evaluating its options with respect to this obligation. Any amount of such excise tax not paid in full will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. Going Concern As of September 30, 2024 the Company had $96,701 in its operating bank accounts, $4,028,377 in the Trust Account held in an interest-bearing demand deposit account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and an adjusted working capital deficit of $357,691 which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of September 30, 2024, $321,143 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for structuring, negotiating and consummating the Business Combination and/or any other related activities. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs (“Working Capital Loans”). Accordingly, the Company may not be able to obtain additional financing. In instances of working capital deficits, the Sponsor has agreed to fund cash shortfalls up to $600,000. On June 30, 2022, the Company issued a promissory note to a member of the Sponsor for a working capital loan for which the Company may borrow up to an aggregate amount of $600,000 (see Note 5). On February 13, 2023, the Company issued a promissory note in the principal amount of up to $1,100,000 to Marblegate Special Opportunities Master Fund, L.P., a member of the Company’s sponsor (“Marblegate SOMF”) (the “February 2023 Note”). On July 20, 2023, the Company issued a promissory note in the principal amount of up to $500,000 to Marblegate SOMF (the “July 2023 Note”). On December 21, 2023, the Company issued a promissory note in the principal amount of up to $450,000 to Marblegate SOMF (the “December 2023 Note”). On April 11, 2024, the Company issued a promissory note in the principal amount of up to $ to Marblegate SOMF (the “April 2024 Note”). On July 18, 2024, the Company issued a promissory note (the “July 2024 Note”) in the principal amount of up to $ 255,000 $250,000 3,070,000 2,225,000 The Company has incurred significant costs in pursuit of its acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)2014-15, co	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Marblegate Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 10, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not yet commenced any operations. All activity through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target Company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering (the “IPO Registration Statement”) was declared effective on September 30, 2021. On October 5, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 910,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Marblegate Acquisition LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), generating gross proceeds of $9,100,000, which is described in Note 4. Transaction costs amounted to $42,630,587, consisting of $6,000,000 of underwriting fees, net of reimbursement, $15,000,000 of deferred underwriting fees, $1,015,137 of other offering costs (including $509,600 for the fair value of the private warrants included in the Private Placement Units, and $505,537 of offering costs) and $20,615,450 for the fair value of the Founder Shares attributable to certain anchor investors (see Note 5). Following the closing of the Initial Public Offering on October 5, 2021, an amount of $301,500,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), located in the United States and held in cash items or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule2a-7 of The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations 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 (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (as amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period (as defined below) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial On December 7, 2022, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “First Extension Amendment”). The First Extension Amendment extended the date by which the Company must consummate its initial business combination from January 5, 2023, to July 5, 2023, or such earlier date as determined by the Company’s board of directors. On June 27, 2023, the Company filed a second amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Second Extension Amendment”). The Second Extension Amendment extended the date by which the Company must consummate its initial business combination for an additional six (6) months, from July 5, 2023 to January 5, 2024, or such earlier date as determined by the Company’s board of directors. On June 28, 2023, in connection with the Second Extension Amendment, the Sponsor converted 4,000,000 shares of Class B common stock into 4,000,000 shares of Class A common stock (the “Founder Conversion”), which represented 40% of the outstanding shares of the Company’s Class A common stock as of the date of the conversion. On July 19, 2023, the Company received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the preceding 30 consecutive business days, the Company’s Market Value of Publicly Held Shares (“MVPHS”) was below the $15 million minimum requirement for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Deficiency”). On August 2, 2023, the Staff approved the Company’s application to list its units, Class A common stock, par value $0.0001 per share, and warrants on The Nasdaq Capital Market. The Company’s securities were transferred to The Nasdaq Capital Market at the opening of business on August 8, 2023. On August 8, 2023, the Company received a written notice from the Staff notifying the Company that, because the Company has phased down its securities to The Nasdaq Capital Market, the Staff has determined that for the last 10 consecutive business days, the Company’s minimum MVPHS has been $1,000,000 or greater. Accordingly, the Company has regained compliance with the rule and the Staff indicated that the MVPHS Deficiency has been cured. As previously disclosed by the Company, on June 5, 2023, the Company received a written notice from the Staff indicating that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”), which requires the Company to have at least 400 total holders for continued listing on The Nasdaq Global Market. On August 2, 2023, the Company received a written notice from the Staff notifying the Company that, based on the materials submitted by the Company in connection with its application to transfer its listing to The Nasdaq Capital Market, the Staff has determined that the Company has regained compliance with the Minimum Total Holders Rule for The Nasdaq Global Market set forth in Listing Rule 5450(a)(2). Accordingly, the Staff indicated that the matter has been closed. As previously disclosed by the Company, on March 31, 2023, the Company received a written notice from the Staff indicating that we are no longer in compliance with the minimum market value of listed shares (“MVLS”) of $50 million for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A). On August 8, 2023, the Company received a written from the Staff notifying the Company that, because the Company has phased down its securities to The Nasdaq Capital Market, the Staff has determined that for the last 10 consecutive business days, the Company’s minimum MVLS has been $35,000,000 or greater. Accordingly, the Company has regained compliance with the rule and the Staff indicated that the matter has been closed. The prior non-compliance On December 19, 2023, the Company filed a third amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Third Extension Amendment”). The Third Extension Amendment extended the date by which the Company must consummate its initial business combination for an additional nine (9) months, from January 5, 2024 to October 5, 2024, or such earlier date as determined by the Company’s board of directors. In connection with the Third Extension Amendment, stockholders holding 128,459 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.4 million (approximately $10.62 per share) was removed from the Trust Account to pay such holders. Following redemptions, the Company has 637,605 Public Shares outstanding. As a result of the Third Extension Amendment, the Company has until October 5, 2024 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, including all available extensions, then, unless our board of directors and stockholders approve a further extension of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and Cantor have agreed to waive their liquidation rights with respect to the Founder Shares and the shares of Class A common stock underlying the Private Placement Units (the “Private Placement Shares”) if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The anchor investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The Company will not use, now or in the future, any funds in the Trust Account, including any interest thereon, to pay for any excise tax imposed under the Inflation Reduction Act of 2022. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Going Concern As of December 31, 2023, the Company had $123,870 in its operating bank account, $6,781,024 in investments held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and an adjusted working capital deficit of $252,884 which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of December 31, 2023, $446,709 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. During the year ended December 31, 2023, the Company withdrew an aggregate of $93,430 of interest income from the Trust Account to pay franchise and income taxes and $3,879,175 in connection with redemptions. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for structuring, negotiating and consummating the Business Combination and/or any other related activities. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs (“Working Capital Loans”). Accordingly, the Company may not be able to obtain additional financing. In instances of working capital deficits, the Sponsor has agreed to fund cash shortfalls up to $600,000. On June 30, 2022, the Company issued a promissory note to a member of the Sponsor for a working capital loan for which the Company may borrow up to an aggregate amount of $600,000 (see Note 5). On February 13, 2023, the Company issued the February 2023 Note (as defined in Note 5) to the Sponsor in the amount of $1,100,000. On July 20, 2023, the Company issued a promissory note in the principal amount of up to $500,000 to Marblegate SOMF (the “July 2023 Note” as defined in Note 5). On December 21, 2023, the Company issued a promissory note in the principal amount of up to $450,000 to Marblegate SOMF (the “December 2023 Note” as defined in Note 5). If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As of December 31, 2023 and 2022, $2,225,000 and $200,000 are outstanding on the Working Capital Loans, respectively. The Company has incurred significant costs in pursuit of its acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)2014-15,“Disclosures complete

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. There are other items in our financial statements that require estimation but are not deemed to be significant, as defined above. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2024 and December 31, 2023 Balances of cash as of September 30, 2024 and December 31, 2023 included Cash Held in Trust Account As of September 30, 2024 and December 31, 2023, the Company’s investments held in the Trust Account are held in an interest-bearing demand deposit account at a US bank and are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. A decline in the market value of held-to-maturity Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the special meeting of stockholders held by the Company on December 2, 2022, stockholders holding In connection with the special meeting of stockholders held by the Company on June 27, 2023, stockholders holding In connection with the special meeting of stockholders held by the Company on December , 2023 , stockholders holding 128,459 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $ 1.4 million (approximately $ 10.62 per share) was removed from the Trust Account to pay such holders. In connection with the special meeting of stockholders held by the Company on September 10, 2024, stockholders holding Accordingly, at September 30, 2024 and December 31, 2023, the At September 30, 2024 and December 31, 2023, the shares of Class A common stock reflected in the condensed balance sheets is reconciled in the following table Number of Shares $ Class A common stock subject to possible redemption at December 31, 2023 637,605 6,780,204 Add: Remeasurement of carrying value to redemption value —  72,669 Class A common stock subject to possible redemption at March 31, 2024 637,605 6,852,873 Add: Remeasurement of carrying value to redemption value —  38,303 Class A common stock subject to possible redemption at June 30, 2024 637,605 6,891,176 Less: Extension redemptions (268,726 ) (2,927,998 ) Add: Remeasurement of carrying value to redemption value —  47,030 Class A common stock subject to possible redemption at September 30, 2024 368,879 4,010,208 Offering Costs The Company complied with the requirements of FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consisted of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses. Offering costs associated with Public Shares were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $42,630,587, of which $42,588,262 were charged to stockholders’ deficit upon the completion of the Initial Public Offering (inclusive of the $20,615,450 for the fair value of the Founder Shares attributable to certain anchor investors (see Note 5) and $41,314 were expensed to the condensed statements of operation. Offering costs of $1,011 allocated to the Private Placement Warrants were expensed to the condensed statements of operations. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 The Company’s effective tax rate was (6.01)% and (2.34%) for the three months ended September 30, 2024 and 2023, respectively, for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory rate of for the three and nine months ended September 30, 2024 and 2023, primarily due to changes in fair value in warrant liability, non-deductible acquisition costs and the valuation allowance on the deferred tax assets, as well as state ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and The Company recognizes accrued interest and penalties related to unrecognized tax benefits and underpaid income taxes as income tax expense. There were no unrecognized tax benefits as of September 30, 2024, and December 31, 2023 tax as of September 30, 2024, and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdictions. The Company is subject to income taxation and may be examined by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,455,000 Class A common stock in the aggregate. As of September 30, 2024 and 2023 The following table reflects the calculation of basic and diluted loss per common stock (in dollars, except per share amounts): Three Months Ended September 30, 2024 2023 Class A Class B and non-redeemable Class A Class A Class B and non-redeemable Class A Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (27,789 ) $ (538,006 ) $ (56,657 ) $ (829,326 ) Denominator: Basic and diluted weighted average shares outstanding 579,186 11,213,333 766,064 11,213,333 Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) $ (0.07 ) $ (0.07 ) Nine Months Ended September 30, 2024 2023 Class A Class B and non-redeemable Class A Class A Class B and non-redeemable Class A Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (89,461 ) $ (1,623,247 ) $ (335,352 ) $ (4,063,696 ) Denominator: Basic and diluted weighted average shares outstanding 617,990 11,213,333 925,369 11,213,333 Basic and diluted net loss per share of common stock $ (0.14 ) $ (0.14 ) $ (0.36 ) $ (0.36 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 3 • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash Warrant Liabilities The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in ASC 815 whereby under that provision the warrants that do not meet the criteria for equity treatment must be recorded as a liability. Accordingly, the Company evaluated and will classify the warrants included in the Private Placement Units (the “Private Placement Warrants”) under liability treatment at its fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s condensed statements of Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2023 and 2022. Investments Held in Trust Account As of December 31, 2023, the Company’s investments held in the Trust Account are held in an interest-bearing demand deposit account and are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. A decline in the market value of held-to-maturity year-end, Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the special meeting of stockholders held by the Company on December 2, 2022, stockholders holding 28,989,609 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $293.5 million (approximately $10.12 per share) was removed from the Trust Account to pay such holders. In connection with the special meeting of stockholders held by the Company on June 27, 2023, stockholders holding 244,327 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $2.5 million (approximately $10.29 per share) was removed from the Trust Account to pay such holders. In connection with the special meeting of stockholders held by the Company on December 19, 2023, stockholders holding 128,459 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.4 million (approximately $10.62 per share) was removed from the Trust Account to pay such holders. Accordingly, at December 31, 2023 and 2022, 637,605 and 1,010,391 Class A common stock subject to possible redemption is presented at $10.63 and $10.37 redemption value as temporary equity, respectively, outside of the stockholders’ deficit section of the Company’s balance sheets. At December 31, 2023 and 2022, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (15,600,000 ) Class A common stock issuance costs (21,504,526 ) Redemption of Class A common stock (293,509,365 ) Plus: Remeasurement of carrying value to redemption value 41,003,672 Class A common stock subject to possible redemption at December 31, 2022 10,389,781 Less: Redemption of Class A common stock (3,879,175 ) Plus: Remeasurement of carrying value to redemption value 269,598 Class A common stock subject to possible redemption at December 31, 2023 $ 6,780,204 Offering Costs The Company complied with the requirements of FASB ASC Topic 340-10-S99-1 and SEC non-operating costs amounted to $42,630,587, of which $42,588,262 were charged to stockholders’ deficit upon the completion of the Initial Public Offering (inclusive of the $20,615,450 for the fair value of the Founder Shares attributable to certain anchor investors ( see Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation and may be examined by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,455,000 Class A common stock in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented. The following table reflects the calculation of basic and diluted (loss) income per common stock (in dollars, except per share amounts): For the Year Ended 2023 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per share of common stock Numerator: Allocation of net (loss) income, as adjusted $ (392,599 ) $ (4,997,030 ) $ 875,772 $ 354,566 Denominator: Basic and diluted weighted average shares outstanding 880,992 11,213,333 27,696,716 11,213,333 Basic and diluted net (loss) income per share of common stock $ (0.45 ) $ (0.45 ) $ 0.03 $ 0.03 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash Warrant Liabilities The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in ASC 815 whereby under that provision the warrants that do not meet the criteria for equity treatment must be recorded as a liability. Accordingly, the Company evaluated and will classify the warrants included in the Private Placement Units (the “Private Placement Warrants”) under liability treatment at its fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, 2023-09”), 2023-09 2023-09 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering consummated on October 5, 2021 one-half 8)	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering consummated on October 5, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consisted of one share of the Company’s Class A common stock and one-half

Private Placement

Private Placement	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Private Placement [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 910,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $9,100,000, in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one-half price of $ per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will expire worthless.	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 910,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $9,100,000, in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one-half the

Related Party Transactions

Related Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 15, 2021, in consideration for the payment of certain of the Company’s offering costs, the Company applied $25,000 of outstanding advances from the Sponsor towards the issuance of 8,625,000 shares of the Company’s Class B common stock. In September 2021, the Company effected a stock dividend of 0.3694 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding 11,810,833 Founder Shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,507,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the holders of the Founder Shares will collectively own, on an as-converted basis, of the Company’s issued and outstanding shares after the Initial Public Offering (including the Private Placement Shares). As a result of the underwriter’s option not to exercise its over-allotment option, a total of The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of our initial Business Combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least days after our initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other In connection with the closing of the Initial Public Offering, the Sponsor sold 2,473,864 Founder Shares to certain anchor investors at their original purchase price. The Company estimated the aggregate fair value of the Founder Shares attributable to the anchor investors to be $20,656,764, or $8.35 per share. The Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Offering costs related to the Founder Shares amounted to $20,656,764, of which $20,615,450 was charged to stockholders’ deficit upon the completion of the Initial Public Offering and $41,314 was expensed to the condensed statements of operation and included in transaction costs attributable to warrant liabilities. On October 5, 2021, upon the closing of the Initial Public Offering, the Sponsor sold membership interests to each of four directors of the Company. The membership interests entitle each director to 25,000 Founder Shares, for an aggregate of 100,000 shares, to be transferred to the directors if a Business Combination is consummated. The total consideration paid for these membership interests was $200. Three of the directors were also part of the Sponsor group and invested $409,929 for their pro-rata share of the Sponsor contribution for Founder Shares and Private Placement Units. Each Founder Share will automatically convert to one share of Class A common upon consummation of a Business Combination. The Sponsor will retain all voting and dispositive power over all Founder Shares until the consummation of the Business Combination, after which the Sponsor will distribute to each holder of the membership interests its share of the Founder Shares, subject to applicable lock-up The sale of the membership interests to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares granted to the Company’s directors was $835,000 or $8.35 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. On June 28, 2023, in connection with the Second Extension Amendment, the Sponsor converted 4,000,000 shares of Class B common stock into 4,000,000 shares of Class A common stock, which represented 40% of the outstanding shares of the Company’s Class A common stock as of the date of such conversion. The converted Class A shares are subject to the same rights and restriction as Class B common stock. Promissory Note – Related Party On January 15, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of September 30, 2021 or the completion of the Initial Public Offering. The outstanding loan of On March 27, 2022, the Sponsor signed a commitment letter stating that in instances of cash shortfalls, the Sponsor agreed to provide support of up to $600,000 to enable the Company to continue its operations and meet its potential obligations. On June 30, 2022, the Company issued a promissory note to Marblegate SOMF, for a Working Capital Loan for which the Company may borrow up to the principal sum of $600,000 (the “2022 Note”). The note bears no interest and is due and payable upon the earlier of (i) the date on which the Company consummates its initial Business Combination or (ii) the date that the winding up of the Company is effective. At the option of the payee (“Payee”), at any time prior to payment in full of the principal balance of the note, the Payee may elect to convert up to $600,000 of the unpaid principal balance of the note into that number of shares of Class A common stock of the Company (the “Conversion Shares”), equal to (x) the portion of the principal amount of the note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares shall be identical to the shares of Class A common stock included in the units issued in the Private Placement. On July 1, 2022, the Company borrowed $200,000 under the promissory note for the Working Capital Loan. As of September 30, 2024 and December 31, 2023, there were $600,000 and $600,000 outstanding balances under the 2022 Note. On February 13, 2023, the Company issued the February 2023 Note in the principal amount of up to $1,100,000 to Marblegate SOMF in connection with advances Marblegate SOMF made to the Company for working capital expenses. The February 2023 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Marblegate SOMF, all or a portion of the unpaid principal amount of the February 2023 Note may be converted into Conversion Shares, equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) $ , rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the Company to its Sponsor and the representative of the underwriters in a private placement in connection with the Company’s Initial Public Offering. The Conversion Shares are entitled to the registration rights set forth in the February 2023 Note. As of September 30, 2024 and December 31, 2023, there was $ 1,100,000 outstanding balances under the February 2023 Note. On July 20, 2023, the Company issued the July 2023 Note in the principal amount of up to $500,000 to Marblegate SOMF in connection with advances Marblegate SOMF made to the Company for working capital expenses. The July 2023 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of Marblegate SOMF, all or a portion of the unpaid principal amount of the July 2023 Note may be converted into Conversion Shares, equal to: (x) the portion of the principal amount of the note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the Company to its Sponsor and the representative of the underwriters in a private placement in connection with the Company’s Initial Public Offering. The Conversion Shares are entitled to the registration rights set forth in the July 2023 Note. As of September 30, 2024 and December 31, 2023, there was $500,000 outstanding balance under the July 2023 Note. On December 21, 2023, the Company issued the December 2023 Note in the principal amount of up to $450,000 to Marblegate SOMF in connection with advances Marblegate SOMF made to the Company for working capital expenses. The December 2023 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of Marblegate SOMF, all or a portion of the unpaid principal amount of the December 2023 Note may be converted into Conversion Shares, equal to: (x) the portion of the principal amount of the note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the Company to its Sponsor and the representative of the underwriters in a private placement in connection with the Company’s Initial Public Offering. The Conversion Shares are entitled to the registration rights set forth in the December 2023 Note. As of September 30, 2024 and December 31, 2023, there was $450,000 and $25,000 outstanding under the December 2023 Note, respectively. On April 11, 2024, the Company issued the April 2024 Note in the principal amount of up to $240,000 to Marblegate SOMF in connection with advances the Payee made to the Company for working capital expenses. The April 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Payee, all or a portion of the unpaid principal amount of the April 2024 Note may be converted into Conversion Shares, equal to: (x) the portion of the principal amount of the note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the Company to its Sponsor and the representative of the underwriters in a private placement in connection with the Company’s Initial Public Offering. The Conversion Shares are entitled to the registration rights set forth in the April 2024 Note. As of September 30, 2024 there was $240,000 outstanding balance under the April 2024 Note. On July 18, 2024, the Company issued a promissory note (the “July 2024 Note”) in the principal amount of up to $255,000 to Marblegate SOMF in connection with advances Marblegate SOMF has made, and may make in the future, to the Company for working capital expenses. The July 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of Marblegate SOMF, all or a portion of the unpaid principal amount of the July 2024 Note may be converted into Conversion Shares, equal to: (x) the portion of the principal amount of the July 2024 Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the Company to its Sponsor and the representative of the underwriters in a private placement in connection with the Company’s Initial Public Offering. The Conversion Shares are entitled to the registration rights set forth in the July 2024 Note. As of September 30, 2024 there was $180,000 outstanding balance under the July 2024 Note. Administrative Support Agreement The Company entered into an agreement, commencing on September 30, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total not to exceed $10,000 per month for secretarial and administrative support. For the three and nine months ended September 30, 2024, the Company incurred $30,000 and $90,000, respectively, in fees for these services, which fees are included in accrued expenses in the accompanying condensed balance sheets. For the three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000 in fees for these services, respectively, which fees are included in accrued expenses in the accompanying condensed balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Plac em	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 15, 2021, in consideration for the payment of certain of the Company’s offering costs, the Company applied $25,000 of outstanding advances from the Sponsor towards the issuance of 8,625,000 shares of the Company’s Class B common stock. In September 2021, the Company effected a stock dividend of 0.3694 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding 11,810,833 Founder Shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,507,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the holders of the Founder Shares will collectively own, on an as-converted The holders of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of our initial Business Combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading In connection with the closing of the Initial Public Offering, the Sponsor sold 2,473,864 Founder Shares to certain anchor investors at their original purchase price. The Company estimated the aggregate fair value of the Founder Shares attributable to the anchor investors to be $20,656,764, or $8.35 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Offering costs related to the Founder Shares amounted to $20,656,764, of which $20,615,450 was charged to stockholders’ deficit upon the completion of the Initial Public Offering and $41,314 was expensed to the statements of operation and included in transaction costs attributable to warrant liabilities. On October 5, 2021, upon the closing of the Initial Public Offering, the Sponsor sold membership interests to each of four directors of the Company. The membership interests entitle each director to 25,000 Founder Shares, for an aggregate of 100,000 shares, to be transferred to the directors if a Business Combination is consummated. The total consideration paid for these membership interests was $200. Three of the directors were also part of the Sponsor group and invested $409,929 for their pro-rata Private Placement Units. Each Founder Share will automatically convert to one share of Class A common stock upon consummation of a Business Combination. The Sponsor will retain all voting and dispositive power over all Founder Shares until the consummation of the Business Combination, after which the Sponsor will distribute to each holder of the membership interests its share of the Founder Shares, subject to applicable lock-up The sale of the membership interests to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares granted to the Company’s directors was $835,000 or $8.35 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. On June 28, 2023, in connection with the Second Extension Amendment, the Sponsor converted 4,000,000 shares of Class B common stock into 4,000,000 shares of Class A common stock, which represented 40% of the outstanding shares of the Company’s Class A common stock as of the date of such conversion. Promissory Note – Related Party On January 15, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest On March 27, 2022, the Sponsor signed a commitment letter stating that in instances of cash shortfalls, the Sponsor agreed to provide support of up to $600,000 to enable the Company to continue its operations and meet its potential obligations. On June 30, 2022, the Company issued a promissory note to Marblegate Special Opportunities Master Fund, L.P., a member of the Sponsor (“Marblegate SOMF”), for a Working Capital Loan for which the Company may borrow up to the principal sum of $600,000 (the “2022 Note”). The note bears no interest and is due and payable upon the earlier of (i) the date on which the Company consummates its initial business combination or (ii) the date that the winding up of the Company is effective. At the option of the payee (“Payee”), at any time prior to payment in full of the principal balance of the note, the Payee may elect to convert up to $600,000 of the unpaid principal balance of the note into that number of shares of Class A common stock of the Company (the “Conversion Shares”), equal to (x) the portion of the principal amount of the note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares shall be identical to the shares of Class A common stock included in the units issued in the Private Placement. On July 1, 2022, the Company borrowed $200,000 under the promissory note for the Working Capital Loan. As of December 31, 2023 and 2022, there were $600,000 and $200,000 outstanding balances under the 2022 Note. On February 13, 2023, the Company issued a promissory note in the principal amount of up to $1,100,000 to Marblegate SOMF (the “February 2023 Note”). The February 2023 Note was issued in connection with advances Marblegate SOMF has made, and may make in the future, to the Company for working capital expenses. The February 2023 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. At the election of the Marblegate SOMF, all or a portion of the unpaid principal amount of the February 2023 Note may be converted into shares of Class A common stock of the Company (the “Conversion Shares”), equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the Company to its sponsor and the representative of the underwriters in a private placement in connection with the Company’s initial public offering. The Conversion Shares are entitled to the registration rights set forth in the February 2023 Note. As of December 31, 2023, there was $1,100,000 outstanding balances under the February 2023 Note. On July 20, 2023, the Company issued a promissory note in the principal amount of up to $500,000 to Marblegate SOMF (the “July 2023 Note”). The July 2023 Note was issued in connection with advances Marblegate SOMF has made, and may make in the future, to the Company for working capital expenses. The July 2023 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. At the election of Marblegate SOMF, all or a portion of the unpaid principal amount of the July 2023 Note may be converted into shares of Class A common stock of the Company (the “Conversion Shares”), equal to: (x) the portion of the principal amount of the note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the Company to its sponsor and the representative of the underwriters in a private placement in connection with the Company’s initial public offering. The Conversion Shares are entitled to the registration rights set forth in the July 2023 Note. As of December 31, 2023, there was $500,000 outstanding balance under the July 2023 Note. On December 21, 2023, the Company issued a promissory note in the principal amount of up to $450,000 to Marblegate SOMF (the “December 2023 Note”). The July 2023 Note was issued in connection with advances Marblegate SOMF has made, and may make in the future, to the Company for working capital expenses. The July 2023 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. At the election of Marblegate SOMF, all or a portion of the unpaid principal amount of the December 2023 Note may be converted into Conversion Shares, equal to: (x) the portion of the principal amount of the note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the units issued by the Company to its sponsor and the representative of the underwriters in a private placement in connection with the Company’s initial public offering. The Conversion Shares are entitled to the registration rights set forth in the December 2023 Note. As of December 31, 2023, there was $25,000 outstanding under the December 2023 Note. Administrative Support Agreement The Company entered into an agreement, commencing on September 30, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total not to exceed $10,000 per month for secretarial and administrative support. For the year ended December 31, 2023, the Company incurred $120,000 in fees for these services, which fees are included in accrued expenses in the accompanying balance sheet. For the year ended December 31, 2022, the Company incurred $120,000 in fees for these services, which fees are included in accrued expenses in the accompanying balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 30, 2021, the holders of the Founder Shares, the Private Placement Units (and the securities contained therein), and the units that may be issued upon conversion of Working Capital Loans and promissory notes (and the securities contained therein) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during the 5-year period the 7-year period Underwriting Agreement At the time of the IPO, the Company granted the underwriters a 45- day option to purchase up to additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. As a result of the underwriters’ election not to exercise their over-allotment, the The underwriters were entitled to a deferred fee of 5.0% of the gross proceeds of the 30,000,000 Units sold in the Initial Public Offering, or $15,000,000. On August 11, 2023, the Company entered into a fee reduction agreement with the underwriters whereby the underwriters agreed to forfeit $12,000,000 of the aggregate $15,000,000 deferred fee contingent upon the consummation of the DePalma Business Combination (as described below). The reduced deferred fee of $3,000,000 shall be payable on the consummation of the DePalma Business Combination, as contemplated by the underwriting agreement. If the contemplated DePalma Business Combination is not completed, and the Company completes a Business Combination with another target, the deferred underwriting fee due would then revert to the original amount of $15,000,000. Business Combination Agreement On February 14, 2023, the Company entered into a business combination agreement (as it may be amended or restated from time to time, the “DePalma Business Combination Agreement”), with Marblegate Asset Management, LLC, a Delaware limited liability company (“Marblegate”), Marblegate Capital Corporation, a Delaware corporation (“New MAC”), MAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New MAC (“Merger Sub”), DePalma Acquisition I LLC, a Delaware limited liability company (“DePalma I”), and DePalma Acquisition II LLC, a Delaware limited liability company (“DePalma II,” and together with DePalma I, “DePalma”), pursuant to which the Company agreed to combine with DePalma in a series of transactions that will result in New MAC becoming a publicly-traded company whose shares are expected to trade on The Nasdaq Capital Market (the “DePalma Business Combination”).	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 30, 2021, the holders of the Founder Shares, the Private Placement Units (and the securities contained therein), and the units that may be issued upon conversion of Working Capital Loans (and the securities contained therein) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during the 5-year 7-year Underwriting Agreement At the time of the IPO, the Company granted the underwriters a 45-day option The underwriters were entitled to a deferred fee of 5.0% of the gross proceeds of the 30,000,000 Units sold in the Initial Public Offering, or $15,000,000. On August 11, 2023, the Company entered into a fee reduction agreement with the underwriters whereby the underwriters agreed to forfeit $12,000,000 of the aggregate $15,000,000 deferred fee contingent upon the consummation of the DePalma Business Combination (as described below). The reduced deferred fee of $3,000,000 shall be payable on the consummation of the DePalma Business Combination, as contemplated by the underwriting agreement. If the contemplated DePalma Business Combination is not completed, and the Company enters into a Business Combination with another target, the deferred underwriting fee due would then revert to the original amount of $15,000,000. Business Combination Agreement On February 14, 2023, the Company entered into a business combination agreement (as it may be amended or restated from time to time, the “DePalma Business Combination Agreement”), with Marblegate Asset Management, LLC, a Delaware limited liability company (“Marblegate”), Marblegate Capital Corporation, a Delaware corporation (“New MAC”), MAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New MAC (“Merger Sub”), DePalma Acquisition I LLC, a Delaware limited liability company (“DePalma I”), and DePalma Acquisition II LLC, a Delaware limited liability company (“DePalma II,” and together with DePalma I, “DePalma”), pursuant to which the Company agreed to combine with DePalma in a series of transactions that will result in New MAC becoming a publicly-traded company whose shares are expected to trade on the Nasdaq Global Market (the “DePalma Business Combination”).

Private Warrants

Private Warrants	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
Private Warrants	NOTE 7. PRIVATE WARRANTS As of September 30, 2024 and December 31, 2023, there are 455,000 outstanding Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.	NOTE 7. PRIVATE WARRANTS As of December 31, 2023 and 2022, there are 455,000 outstanding Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one as-converted Public Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination 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 any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the warrants for redemption, its management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares or Private Placement Units (or underlying securities) held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the market value of Class A common stock (the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, on a one-for-one the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted Public Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination 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 any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available through out the 30-day blue sky laws of the state of residence in those states in which the warrants were offered by the Company in this Initial Public Offering. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the warrants for redemption, its management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares or Private Placement Units (or underlying securities) held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Tax	NOTE 9. INCOME TAX The Company’s net deferred tax assets at December 31, 2023 and 2022 are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ —  $ —  Startup/Organization Expenses 802,539 396,253 Total deferred tax assets 802,539 396,253 Valuation Allowance (802,539 ) (396,253 ) Deferred tax assets $ —  $ —  The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: December 31, December 31, Federal Current $ 78,830 $ 638,962 Deferred (406,286 ) (294,477 ) State and Local Current —  —  Deferred —  —  Change in valuation allowance 406,286 294,477 Income tax provision $ 78,830 $ 638,962 As of December 31, 2023 and 2022 , the Company had $0 and $0 of U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023, the change in the valuation allowance was $406,286. For the year ended December 31, 2022, the change in the valuation allowance was $294,477. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 are as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liabilities 0.0 % (2.6 )% Transaction costs associated with the Initial Public Offering 0.0 % 0.01 % Acquisition costs (15.0 )% 0.00 % Valuation allowance (7.7 )% 15.8 % Income tax provision (1.7 )% 34.2 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the years ended December 31, 2023 and 2022 remain open and subject to examination.

Fair Value Measurements

Fair Value Measurements	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2024 December 31, 2023 Level Amount Level Amount Liabilities: Warrant Liability – Private Placement Warrants $ 3 $ 15,607 $ 3 $ 7,507 The Private Placement Warrants were accounted for as liabilities in accordance with ASC815-40 The Private Placement Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the closing date of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The following table provides quantitative information regarding Level 3 fair value measuremen ts: September 30, 2024 December 31, 2023 Stock price $ 10.91 $ 10.44 Exercise price $ 11.50 $ 11.50 Expected term (in years) 0.59 0.84 Volatility 31.0 % 30.0 % Risk-free rate n/a n/a % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities as of September 30, 2024, and December 31, 2023: Warrant Liabilities Fair value as of December 31, 2023 $ 7,508 Change in fair value 6,097 Fair value as of March 31, 2024 $ 13,605 Change in fair value 3,276 Fair value as of June 30, 2024 $ 16,881 Change in fair value (1,274 ) Fair value as of September 30, 2024 $ 15,607 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the period ended September 30, 2024 and December 31, 202 3.	NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2023 December 31, 2022 Level Amount Level Amount Assets: Investments held in Trust Account 1 $ 6,781,024 1 $ 10,325,848 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 7,507 3 $ 16,380 The Private Placement Warrants were accounted for as liabilities in accordance with ASC815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations. The Private Placement Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the closing date of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2023 December 31, 2022 Stock price $ 10.44 $ 9.96 Exercise price $ 11.50 $ 11.50 Expected term (in years) 0.84 0.59 Volatility 30.0 % 32.00 % Risk-free rate n/a 5.60 % Dividend yield 0.0 % 0.00 % The following table presents the changes in the fair value of Level 3 warrant liabilities as of December 31, 2023 and 2022: Warrant Fair value as of December 31, 2022 $ 16,380 Change in fair value (8,873 ) Fair value as of December 31, 2023 $ 7,508 Warrant Fair value as of December 31, 2021 $ 250,250 Change in fair value (233,870 ) Fair value as of December 31, 2022 $ 16,380 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the years ended December 31, 2023 and 2022.

Subsequent Events

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 1, 2024, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the Company was not in compliance with Listing Rule IM-5101-2 On October 22, 2024, the Company issued the October 2024 Note in the principal amount of up to $ to Marblegate SOMF. The October 2024 Note was issued in connection with advances Marblegate SOMF has made, and may make in the future, to the Company for working capital expenses. The October 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of Marblegate SOMF, all or a portion of the unpaid principal amount of the October 2024 Note may be converted into Conversion Shares, equal to: (x) the portion of the principal amount of the October 2024 Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Shares will be identical to the shares of Class A common stock included in the Private Placement Units. The Conversion Shares are entitled to the registration rights set forth in the October 2024 Note.	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. There are other items in our financial statements that require estimation but are not deemed to be significant, as defined above.	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of September 30, 2024 and December 31, 2023 Balances of cash as of September 30, 2024 and December 31, 2023 included	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2023 and 2022.
Investments Held in Trust Account	Cash Held in Trust Account As of September 30, 2024 and December 31, 2023, the Company’s investments held in the Trust Account are held in an interest-bearing demand deposit account at a US bank and are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. A decline in the market value of held-to-maturity	Investments Held in Trust Account As of December 31, 2023, the Company’s investments held in the Trust Account are held in an interest-bearing demand deposit account and are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. A decline in the market value of held-to-maturity year-end,
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the special meeting of stockholders held by the Company on December 2, 2022, stockholders holding In connection with the special meeting of stockholders held by the Company on June 27, 2023, stockholders holding In connection with the special meeting of stockholders held by the Company on December , 2023 , stockholders holding 128,459 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $ 1.4 million (approximately $ 10.62 per share) was removed from the Trust Account to pay such holders. In connection with the special meeting of stockholders held by the Company on September 10, 2024, stockholders holding Accordingly, at September 30, 2024 and December 31, 2023, the At September 30, 2024 and December 31, 2023, the shares of Class A common stock reflected in the condensed balance sheets is reconciled in the following table Number of Shares $ Class A common stock subject to possible redemption at December 31, 2023 637,605 6,780,204 Add: Remeasurement of carrying value to redemption value —  72,669 Class A common stock subject to possible redemption at March 31, 2024 637,605 6,852,873 Add: Remeasurement of carrying value to redemption value —  38,303 Class A common stock subject to possible redemption at June 30, 2024 637,605 6,891,176 Less: Extension redemptions (268,726 ) (2,927,998 ) Add: Remeasurement of carrying value to redemption value —  47,030 Class A common stock subject to possible redemption at September 30, 2024 368,879 4,010,208	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the special meeting of stockholders held by the Company on December 2, 2022, stockholders holding 28,989,609 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $293.5 million (approximately $10.12 per share) was removed from the Trust Account to pay such holders. In connection with the special meeting of stockholders held by the Company on June 27, 2023, stockholders holding 244,327 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $2.5 million (approximately $10.29 per share) was removed from the Trust Account to pay such holders. In connection with the special meeting of stockholders held by the Company on December 19, 2023, stockholders holding 128,459 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $1.4 million (approximately $10.62 per share) was removed from the Trust Account to pay such holders. Accordingly, at December 31, 2023 and 2022, 637,605 and 1,010,391 Class A common stock subject to possible redemption is presented at $10.63 and $10.37 redemption value as temporary equity, respectively, outside of the stockholders’ deficit section of the Company’s balance sheets. At December 31, 2023 and 2022, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (15,600,000 ) Class A common stock issuance costs (21,504,526 ) Redemption of Class A common stock (293,509,365 ) Plus: Remeasurement of carrying value to redemption value 41,003,672 Class A common stock subject to possible redemption at December 31, 2022 10,389,781 Less: Redemption of Class A common stock (3,879,175 ) Plus: Remeasurement of carrying value to redemption value 269,598 Class A common stock subject to possible redemption at December 31, 2023 $ 6,780,204
Offering Costs	Offering Costs The Company complied with the requirements of FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consisted of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses. Offering costs associated with Public Shares were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $42,630,587, of which $42,588,262 were charged to stockholders’ deficit upon the completion of the Initial Public Offering (inclusive of the $20,615,450 for the fair value of the Founder Shares attributable to certain anchor investors (see Note 5) and $41,314 were expensed to the condensed statements of operation. Offering costs of $1,011 allocated to the Private Placement Warrants were expensed to the condensed statements of operations.	Offering Costs The Company complied with the requirements of FASB ASC Topic 340-10-S99-1 and SEC non-operating costs amounted to $42,630,587, of which $42,588,262 were charged to stockholders’ deficit upon the completion of the Initial Public Offering (inclusive of the $20,615,450 for the fair value of the Founder Shares attributable to certain anchor investors ( see
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 The Company’s effective tax rate was (6.01)% and (2.34%) for the three months ended September 30, 2024 and 2023, respectively, for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory rate of for the three and nine months ended September 30, 2024 and 2023, primarily due to changes in fair value in warrant liability, non-deductible acquisition costs and the valuation allowance on the deferred tax assets, as well as state ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and The Company recognizes accrued interest and penalties related to unrecognized tax benefits and underpaid income taxes as income tax expense. There were no unrecognized tax benefits as of September 30, 2024, and December 31, 2023 tax as of September 30, 2024, and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdictions. The Company is subject to income taxation and may be examined by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.	Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation and may be examined by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (Loss) Income per Common Share	Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,455,000 Class A common stock in the aggregate. As of September 30, 2024 and 2023 The following table reflects the calculation of basic and diluted loss per common stock (in dollars, except per share amounts): Three Months Ended September 30, 2024 2023 Class A Class B and non-redeemable Class A Class A Class B and non-redeemable Class A Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (27,789 ) $ (538,006 ) $ (56,657 ) $ (829,326 ) Denominator: Basic and diluted weighted average shares outstanding 579,186 11,213,333 766,064 11,213,333 Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) $ (0.07 ) $ (0.07 ) Nine Months Ended September 30, 2024 2023 Class A Class B and non-redeemable Class A Class A Class B and non-redeemable Class A Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (89,461 ) $ (1,623,247 ) $ (335,352 ) $ (4,063,696 ) Denominator: Basic and diluted weighted average shares outstanding 617,990 11,213,333 925,369 11,213,333 Basic and diluted net loss per share of common stock $ (0.14 ) $ (0.14 ) $ (0.36 ) $ (0.36 )	Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 15,455,000 Class A common stock in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods presented. The following table reflects the calculation of basic and diluted (loss) income per common stock (in dollars, except per share amounts): For the Year Ended 2023 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per share of common stock Numerator: Allocation of net (loss) income, as adjusted $ (392,599 ) $ (4,997,030 ) $ 875,772 $ 354,566 Denominator: Basic and diluted weighted average shares outstanding 880,992 11,213,333 27,696,716 11,213,333 Basic and diluted net (loss) income per share of common stock $ (0.45 ) $ (0.45 ) $ 0.03 $ 0.03
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9)	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 3 • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash
Warrant Liabilities	Warrant Liabilities The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in ASC 815 whereby under that provision the warrants that do not meet the criteria for equity treatment must be recorded as a liability. Accordingly, the Company evaluated and will classify the warrants included in the Private Placement Units (the “Private Placement Warrants”) under liability treatment at its fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s condensed statements of	Warrant Liabilities The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in ASC 815 whereby under that provision the warrants that do not meet the criteria for equity treatment must be recorded as a liability. Accordingly, the Company evaluated and will classify the warrants included in the Private Placement Units (the “Private Placement Warrants”) under liability treatment at its fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Standards	Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.	Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, 2023-09”), 2023-09 2023-09 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Reconciliation of Class A common Stock Subject to Possible Redemption	At September 30, 2024 and December 31, 2023, the shares of Class A common stock reflected in the condensed balance sheets is reconciled in the following table Number of Shares $ Class A common stock subject to possible redemption at December 31, 2023 637,605 6,780,204 Add: Remeasurement of carrying value to redemption value —  72,669 Class A common stock subject to possible redemption at March 31, 2024 637,605 6,852,873 Add: Remeasurement of carrying value to redemption value —  38,303 Class A common stock subject to possible redemption at June 30, 2024 637,605 6,891,176 Less: Extension redemptions (268,726 ) (2,927,998 ) Add: Remeasurement of carrying value to redemption value —  47,030 Class A common stock subject to possible redemption at September 30, 2024 368,879 4,010,208	At December 31, 2023 and 2022, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (15,600,000 ) Class A common stock issuance costs (21,504,526 ) Redemption of Class A common stock (293,509,365 ) Plus: Remeasurement of carrying value to redemption value 41,003,672 Class A common stock subject to possible redemption at December 31, 2022 10,389,781 Less: Redemption of Class A common stock (3,879,175 ) Plus: Remeasurement of carrying value to redemption value 269,598 Class A common stock subject to possible redemption at December 31, 2023 $ 6,780,204
Summary of Basic and Diluted Loss Per Share	The following table reflects the calculation of basic and diluted loss per common stock (in dollars, except per share amounts): Three Months Ended September 30, 2024 2023 Class A Class B and non-redeemable Class A Class A Class B and non-redeemable Class A Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (27,789 ) $ (538,006 ) $ (56,657 ) $ (829,326 ) Denominator: Basic and diluted weighted average shares outstanding 579,186 11,213,333 766,064 11,213,333 Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) $ (0.07 ) $ (0.07 ) Nine Months Ended September 30, 2024 2023 Class A Class B and non-redeemable Class A Class A Class B and non-redeemable Class A Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (89,461 ) $ (1,623,247 ) $ (335,352 ) $ (4,063,696 ) Denominator: Basic and diluted weighted average shares outstanding 617,990 11,213,333 925,369 11,213,333 Basic and diluted net loss per share of common stock $ (0.14 ) $ (0.14 ) $ (0.36 ) $ (0.36 )	The following table reflects the calculation of basic and diluted (loss) income per common stock (in dollars, except per share amounts): For the Year Ended 2023 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net (loss) income per share of common stock Numerator: Allocation of net (loss) income, as adjusted $ (392,599 ) $ (4,997,030 ) $ 875,772 $ 354,566 Denominator: Basic and diluted weighted average shares outstanding 880,992 11,213,333 27,696,716 11,213,333 Basic and diluted net (loss) income per share of common stock $ (0.45 ) $ (0.45 ) $ 0.03 $ 0.03

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities	The Company’s net deferred tax assets at December 31, 2023 and 2022 are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ —  $ —  Startup/Organization Expenses 802,539 396,253 Total deferred tax assets 802,539 396,253 Valuation Allowance (802,539 ) (396,253 ) Deferred tax assets $ —  $ —
Schedule Of Income Tax Provision	The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: December 31, December 31, Federal Current $ 78,830 $ 638,962 Deferred (406,286 ) (294,477 ) State and Local Current —  —  Deferred —  —  Change in valuation allowance 406,286 294,477 Income tax provision $ 78,830 $ 638,962
Schedule Of Reconciliation Company's Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 are as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Change in fair value of warrant liabilities 0.0 % (2.6 )% Transaction costs associated with the Initial Public Offering 0.0 % 0.01 % Acquisition costs (15.0 )% 0.00 % Valuation allowance (7.7 )% 15.8 % Income tax provision (1.7 )% 34.2 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2024 December 31, 2023 Level Amount Level Amount Liabilities: Warrant Liability – Private Placement Warrants $ 3 $ 15,607 $ 3 $ 7,507	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2023 December 31, 2022 Level Amount Level Amount Assets: Investments held in Trust Account 1 $ 6,781,024 1 $ 10,325,848 Liabilities: Warrant Liability – Private Placement Warrants 3 $ 7,507 3 $ 16,380
Summary of Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measuremen ts: September 30, 2024 December 31, 2023 Stock price $ 10.91 $ 10.44 Exercise price $ 11.50 $ 11.50 Expected term (in years) 0.59 0.84 Volatility 31.0 % 30.0 % Risk-free rate n/a n/a % Dividend yield 0.0 % 0.0 %	The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2023 December 31, 2022 Stock price $ 10.44 $ 9.96 Exercise price $ 11.50 $ 11.50 Expected term (in years) 0.84 0.59 Volatility 30.0 % 32.00 % Risk-free rate n/a 5.60 % Dividend yield 0.0 % 0.00 %
Summary of Change in the Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities as of September 30, 2024, and December 31, 2023: Warrant Liabilities Fair value as of December 31, 2023 $ 7,508 Change in fair value 6,097 Fair value as of March 31, 2024 $ 13,605 Change in fair value 3,276 Fair value as of June 30, 2024 $ 16,881 Change in fair value (1,274 ) Fair value as of September 30, 2024 $ 15,607	The following table presents the changes in the fair value of Level 3 warrant liabilities as of December 31, 2023 and 2022: Warrant Fair value as of December 31, 2022 $ 16,380 Change in fair value (8,873 ) Fair value as of December 31, 2023 $ 7,508 Warrant Fair value as of December 31, 2021 $ 250,250 Change in fair value (233,870 ) Fair value as of December 31, 2022 $ 16,380

Description of Organization, _2

Description of Organization, Business Operations and Going Concern - Additional Information (Detail)										9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 10, 2024 USD ($) $ / shares shares	Dec. 19, 2023 USD ($) $ / shares shares	Aug. 08, 2023 USD ($)	Jul. 19, 2023 USD ($)	Jun. 28, 2023 shares	Jun. 27, 2023 USD ($) $ / shares shares	Dec. 07, 2022 USD ($) $ / shares shares	Oct. 05, 2021 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Oct. 22, 2024 USD ($)	Jul. 18, 2024 USD ($)	Apr. 11, 2024 USD ($)	Dec. 21, 2023 USD ($)	Aug. 02, 2023 $ / shares	Jul. 20, 2023 USD ($)	Mar. 31, 2023 USD ($)	Feb. 13, 2023 USD ($)	Dec. 02, 2022 $ / shares	Aug. 16, 2022	Jun. 30, 2022 USD ($)	Mar. 27, 2022 USD ($)	Dec. 31, 2021 $ / shares
Entity incorporation, date of incorporation										Dec. 10, 2020		Dec. 10, 2020
Proceeds from issuance initial public offering													$ 300,000,000
Total transaction cost									$ 42,630,587
Underwriting fees									6,000,000
Deferred underwriting fees									15,000,000
Other offering costs									1,015,137
Fair value of the private warrants included in the private placement units									509,600
Offering costs									505,537
Fair value of the founder shares attributable to certain anchor investors	$ 20,615,450								20,615,450	$ 20,615,450		$ 20,615,450
Investment of cash in Trust Account									$ 301,500,000
Per share value of restricted assets | $ / shares									$ 10.05
Term of restricted investments									185 days
Minimum net worth required for compliance	$ 5,000,001									$ 5,000,001		$ 5,000,001
Percentage of public shares to be redeemed in case business combination is not consummated	100%									100%		100%
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities	$ 100,000									$ 100,000		$ 100,000
Share price | $ / shares												$ 18
Cash	96,701									96,701		$ 123,870	568,355
Assets Held-in-trust, Noncurrent	4,028,377									4,028,377		6,781,024	10,325,848
Working Capital	357,691									357,691		252,884
Interest Income Credited To Trust Account	321,143									321,143		446,709
Working Capital Deficits										600,000		600,000
Debt instrument face value																	$ 450,000
Working capital loan – related party												2,225,000	200,000
Cash withdrawn from Trust Account to pay franchise and income taxes										42,521	$ 141,418	93,430	989,480
Cash withdrawn from Trust Account in connection with redemption										2,927,998	$ 2,515,240	3,879,175	293,509,365
Percentage of common stock issued and outstanding						40
Number Of Consecutive Business Days Determining During The Period				10 days
Common stock, value				$ 35,000,000
Minimum net worth required for compliances																				$ 50,000,000
Temporary equity shares subject to redemption | shares		268,726	128,459				244,327	28,989,609
Amount withdrawn from trust account in connection with redemption		$ 2,927,998	$ 1,363,936				$ 2,515,240	$ 293,500,000
Per share amount withdrawn from the trust account to pay the holders of temporary equity | $ / shares		$ 10.9	$ 10.62				$ 10.29	$ 10.12
Temporary equity, shares outstanding | shares		368,879	637,605				766,064	1,010,391
Excise tax payable	$ 68,072									$ 68,072		$ 38,791	0
Excise Tax Interest Rate	10%
Penalty For Under Payment Tax	5%
Percentage Of Penalty For Total Liablity	25%
July 2023 Note [Member]
Debt instrument face value																			$ 500,000
April 2024 Note [Member]
Debt instrument face value																$ 240,000
July 2024 Note [Member]
Debt instrument face value															$ 255,000
October 2024 Note [Member]
Debt instrument face value														$ 250,000
Nasdaq Stock Market [Member]
Number Of Consecutive Business Days Determining During The Period				10 days	30 days
Minimum market Value requirement for continued listing					$ 15,000,000
Common stock, value				$ 1,000,000
Inflation Reduction Act 2022 [Member]
Percentage of excise tax on repurchase of stock																							1%
Percentage of fair market value of shares repurchased on excise tax																							1%
Per Share Value Less Than Fifteen USD [Member]
Per share value of the remaining assets available for distribution | $ / shares	$ 10.05									$ 10.05		$ 10.05
Anchor Investors [Member]
Percentage of public shares to be redeemed in case business combination is not consummated	100%									100%		100%
Minimum [Member]
Prospective assets of acquire as a percentage of fair value of assets in the trust account	80%									80%		80%
Percentage of public shares for which restriction for redemption applied	15%									15%		15%
Minimum [Member] | Post Transaction Target Entity [Member]
Equity method investment, ownership percentage	50%									50%		50%
Working Capital Loans [Member]
Working capital loan – related party	$ 3,070,000									$ 3,070,000		$ 2,225,000	$ 200,000
Working Capital Loans [Member] | Working Capital Loan June Two Thousand And Twenty Two [Member]
Debt instrument face value												$ 600,000												$ 600,000
Promissory Note [Member]
Debt instrument face value																					$ 1,100,000
Sponsor [Member]
Debt instrument face value																									$ 600,000
Percentage of common stock issued and outstanding						0.40
Sponsor [Member] | Conversion of Class B to Class A Common Stock [Member]
Conversion of stock, shares converted | shares						4,000,000
Conversion of stock, shares issued | shares						4,000,000
IPO [Member]
Stock issued during period, shares | shares										30,000,000		30,000,000
Common Class A [Member]
Stock issued during period, shares | shares										4,500,000		4,500,000
Temporary equity, redemption price per share | $ / shares	$ 10.87									$ 10.87		$ 10.63	$ 10.37													$ 10.05
Per share value of the remaining assets available for distribution | $ / shares												10.05
Share price | $ / shares	10.05									10.05
Common stock, par or stated value per share | $ / shares	$ 0.0001	$ 10.9	$ 10.62							$ 0.0001		$ 0.0001	$ 0.0001					$ 0.0001				$ 10.12
Common stock, value	$ 491									$ 491		$ 491	$ 91
Temporary equity, shares outstanding | shares	368,879									368,879		637,605	1,010,391
Common Class A [Member] | Share Price Less Than Ten Point Five [Member]
Per share value of the remaining assets available for distribution | $ / shares												$ 10.05
Share price | $ / shares	$ 10.05									$ 10.05
Common Class A [Member] | Sponsor [Member]
Share price | $ / shares	$ 12									$ 12		$ 12
Common stock, par or stated value per share | $ / shares							$ 10.29															$ 10.29
Common Class A [Member] | IPO [Member]
Stock issued during period, shares | shares									30,000,000
Proceeds from issuance initial public offering									$ 300,000,000
Private Placement Units [Member] | Private Placement [Member] | Sponsor And Cantor [Member]
Sale of stock, number of shares issued in transaction | shares									910,000
Sale of stock, price per share | $ / shares									$ 10
Proceeds from issuance of private placement									$ 9,100,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 27, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 10, 2024	Jun. 30, 2024	Dec. 19, 2023	Aug. 02, 2023	Dec. 07, 2022	Dec. 02, 2022	Dec. 31, 2021	Oct. 05, 2021
Cash equivalents at carrying value		$ 0		$ 0		$ 0	$ 0
Unrecognized tax benefits		0		0		0	0
Recognized of penalties related to underpayment of income tax		12,097		12,097		0
Temporary equity, shares outstanding	766,064							368,879		637,605		1,010,391
Dilutive securities				0	$ 0	0	$ 0
Cash, FDIC insured amount		250,000		250,000		250,000
Offering Costs				42,630,587		42,630,587
Offering Costs Charged To stockholders deficit				42,588,262		42,588,262
Fair Value Of The Founder Shares Attributable To Certain Anchor Investors		$ 20,615,450		20,615,450		20,615,450									$ 20,615,450
Offering Costs Charged To Income Statement				$ 41,314		$ 41,314
Effective income tax rate		6.01%	2.34%	3.80%	1.39%	(1.70%)	34.20%
Effective income tax rate, statutory tax rate		21%	21%	21%	21%	21%	21%
Cash withdrawn from trust account to pay tax obligations		$ 35,400		$ 35,400		$ 35,400
Private Placement Warrants [Member]
Offering Costs Allocated To Warrant Liabilities				$ 1,011		$ 1,011
Common Stock Class A [Member]
Temporary equity, shares outstanding		368,879		368,879		637,605	1,010,391
Class of Warrant or Right, exercisable to purchase Stocks		15,455,000		15,455,000		15,455,000
Common stock, shares outstanding		4,910,000		4,910,000		4,910,000	910,000	268,726	4,910,000	128,459			28,989,609
Common stock, value outstanding								$ 2,900,000		$ 1,400,000			$ 293,500,000
Common stock, par or stated value per share		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001	$ 10.9		$ 10.62	$ 0.0001		$ 10.12
Redemption value per share		$ 10.87		$ 10.87		$ 10.63	$ 10.37							$ 10.05
Common Stock Class A [Member] | Sponsor [Member]
Common stock, par or stated value per share	$ 10.29												$ 10.29
Number of stock bought back by the entity at the exercise price or redemption price	244,327
Stock redemption price per share	2.50%

Summary Of Significant Accoun_5

Summary Of Significant Accounting Policies - Summary Of Reconciliation Of Class A Common Stock Subject To Possible Redemption (Detail) - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Temporary Equity [Abstract]
Gross proceeds					$ 300,000,000
Proceeds allocated to Public Warrants					(15,600,000)
Class A common stock subject to possible redemption	$ 4,010,208	$ 6,891,176	$ 6,852,873	$ 6,780,204	10,389,781
Class A common stock subject to possible redemption (Shares)	368,879	637,605	637,605	637,605
Class A common stock issuance costs					(21,504,526)
Redemption of common stock				$ (3,879,175)	(293,509,365)
Remeasurement of carrying value to redemption value	$ 47,030	$ 38,303	$ 72,669	$ 269,598	$ 41,003,672
Extension redemptions	$ (2,927,998)
Extension redemptions (Shares)	(268,726)

Summary Of Significant Accoun_6

Summary Of Significant Accounting Policies - Summary of Basic and Diluted Loss Per Share (Detail) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of net (loss) income, as adjusted	$ (565,795)	$ (473,714)	$ (673,199)	$ (885,983)	$ (1,030,862)	$ (2,482,203)	$ (1,712,708)	$ (4,399,048)	$ (5,389,629)	$ 1,230,338
Common Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Earnings Per Share, Basic	$ (0.05)			$ (0.07)			$ (0.14)	$ (0.36)	$ (0.45)	$ 0.03
Earnings Per Share, Diluted	$ (0.05)			$ (0.07)			$ (0.14)	$ (0.36)	$ (0.45)	$ 0.03
Weighted Average Number of Shares Outstanding, Basic	579,186			766,064			617,990	925,369	880,992	27,696,716
Weighted Average Number of Shares Outstanding, Diluted	579,186			766,064			617,990	925,369	880,992	27,696,716
Common Class A [Member] | Common Stock [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of net (loss) income, as adjusted	$ (27,789)			$ (56,657)			$ (89,461)	$ (335,352)
Earnings Per Share, Basic							$ (0.14)	$ (0.36)
Earnings Per Share, Diluted	$ (0.05)			$ (0.07)			$ (0.14)	$ (0.36)
Weighted Average Number of Shares Outstanding, Basic	579,186			766,064			617,990	925,369
Weighted Average Number of Shares Outstanding, Diluted	579,186			766,064			617,990	925,369
Class B and non-redeemable Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Earnings Per Share, Basic	$ (0.05)			$ (0.07)			$ (0.14)	$ (0.36)	$ (0.45)	$ 0.03
Earnings Per Share, Diluted	$ (0.05)			$ (0.07)			$ (0.14)	$ (0.36)	$ (0.45)	$ 0.03
Weighted Average Number of Shares Outstanding, Basic	11,213,333			11,213,333			11,213,333	11,213,333	11,213,333	11,213,333
Weighted Average Number of Shares Outstanding, Diluted	11,213,333			11,213,333			11,213,333	11,213,333	11,213,333	11,213,333
Class B and non-redeemable Class A [Member] | Common Stock [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of net (loss) income, as adjusted	$ (538,006)			$ (829,326)			$ (1,623,247)	$ (4,063,696)
Earnings Per Share, Basic							$ (0.14)	$ (0.36)
Earnings Per Share, Diluted	$ (0.05)			$ (0.07)			$ (0.14)	$ (0.36)
Weighted Average Number of Shares Outstanding, Basic	11,213,333			11,213,333			11,213,333	11,213,333
Weighted Average Number of Shares Outstanding, Diluted	11,213,333			11,213,333			11,213,333	11,213,333
Redeemable Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of net (loss) income, as adjusted									$ (392,599)	$ 875,772
Earnings Per Share, Basic									$ (0.45)	$ 0.03
Earnings Per Share, Diluted									$ (0.45)	$ 0.03
Weighted Average Number of Shares Outstanding, Basic									880,992	27,696,716
Weighted Average Number of Shares Outstanding, Diluted									880,992	27,696,716
Non-Redeemable Class A &B [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of net (loss) income, as adjusted									$ (4,997,030)	$ 354,566
Earnings Per Share, Basic									$ (0.45)	$ 0.03
Earnings Per Share, Diluted									$ (0.45)	$ 0.03
Weighted Average Number of Shares Outstanding, Basic									11,213,333	11,213,333
Weighted Average Number of Shares Outstanding, Diluted									11,213,333	11,213,333

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares		9 Months Ended	12 Months Ended
	Oct. 05, 2021	Sep. 30, 2024	Dec. 31, 2023
IPO [Member]
Stock issued during period, shares		30,000,000	30,000,000
IPO [Member] | Public Warrant [Member]
Class of warrant or right, exercise price of warrants or rights	$ 11.5
Common Stock Class A [Member]
Stock issued during period, shares		4,500,000	4,500,000
Common Stock Class A [Member] | IPO [Member]
Stock issued during period, shares	30,000,000
Shares issued, price per share	$ 10
Common stock, conversion basis	Each Unit consisted of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”).
Common Stock Class A [Member] | IPO [Member] | Public Warrant [Member]
Class of warrants or rights, number of securities called by each warrant or right	1

Private Placement - Additional

Private Placement - Additional Information (Detail) - Private Placement [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Common stock, conversion basis	Each Private Placement Unit consists of one share of Class A common stock and one-half of one warrant.	Each Private Placement Unit consists of one share of Class A common stock and one-half of one warrant.
Warrant [Member]
Class of warrant or right, exercise price of warrants or rights	$ 11.5	$ 11.5
Sponsor And Cantor [Member] | Private Placement Units [Member]
Sale of stock, number of shares issued in transaction	910,000	910,000
Sale of stock, price per share	$ 10	$ 10
Proceeds from issuance of private placement	$ 9,100,000	$ 9,100,000
Common Stock Class A [Member] | Warrant [Member]
Class of warrants or rights, number of securities called by each warrant or right	1	1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)				1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 28, 2023 shares	Oct. 05, 2021 USD ($) $ / shares shares	Jan. 15, 2021 USD ($) shares	Jul. 31, 2022 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Sep. 10, 2024 shares	Jul. 18, 2024 USD ($)	Jun. 30, 2024 shares	Apr. 11, 2024 USD ($)	Dec. 21, 2023 USD ($)	Dec. 19, 2023 shares	Jul. 20, 2023 USD ($) $ / shares	Feb. 13, 2023 USD ($) $ / shares	Dec. 02, 2022 shares	Jun. 30, 2022 USD ($)	Mar. 27, 2022 USD ($)
Percentage of common stock issued and outstanding	40
Share price | $ / shares									$ 18
Adjustment to additional paid in capital stock offering costs							$ 20,656,764		$ 20,656,764
Fair value of the founder shares attributable to certain anchor investors		$ 20,615,450			$ 20,615,450		20,615,450		20,615,450
Offering costs charged to income statement							41,314		41,314
Debt instrument face value															$ 450,000
Debt instrument convertible into equity warrants value					1,500,000		1,500,000		1,500,000
Founder Shares [Member]
Share price | $ / shares		$ 8.35
Number of share options granted during the period | shares		100,000
Shares granted, value, share-based payment arrangement, after forfeiture		$ 835,000
Sponsor [Member]
Percentage of common stock issued and outstanding	0.40
Debt instrument face value																					$ 600,000
Sponsor [Member] | December Two Thousand and Twenty Three Note [Member]
Debt instrument face value															$ 450,000
Bank Overdrafts					$ 450,000		$ 450,000		$ 25,000
Sponsor [Member] | Directors [Member]
Equity method investment, aggregate cost		409,929
Sponsor [Member] | Unsecured Promissory Note [Member]
Debt instrument face value			$ 300,000
Sponsor [Member] | Working Capital Loans [Member]
Debt instrument, convertible, conversion price | $ / shares					$ 10		$ 10		$ 10
Sponsor [Member] | Working Capital Loans [Member] | 2023 Promissory Note [Member]
Bank Overdrafts					$ 1,100,000		$ 1,100,000		$ 1,100,000
Sponsor [Member] | Working Capital Loans [Member] | Two Thousand Twenty Two Note [Member]
Bank Overdrafts					$ 600,000		$ 600,000		600,000	$ 200,000
Sponsor [Member] | Working Capital Loans [Member] | December Two Thousand and Twenty Three Note [Member]
Debt instrument, increase, accrued interest									$ 0
Sponsor [Member] | Working Capital Loans [Member] | Working Capital Loan July Two Thousand and Twenty Three Note [Member]
Debt instrument, convertible, conversion price | $ / shares					$ 10		$ 10		$ 10
Debt instrument, increase, accrued interest									$ 0
Sponsor [Member] | Administrative Services Agreement [Member]
Related party transaction, amounts of transaction					$ 30,000	$ 30,000	$ 90,000	$ 90,000	120,000	$ 120,000
Sponsor [Member] | July 2023 Note [Member]
Debt instrument face value																	$ 500,000
Debt instrument, convertible, conversion price | $ / shares																	$ 10
Bank Overdrafts																	$ 500,000
Sponsor [Member] | April 2024 Note [Member]
Debt instrument face value					$ 240,000		$ 240,000							$ 240,000
Debt instrument, convertible, conversion price | $ / shares					$ 10		$ 10
Sponsor [Member] | July 2024 Note [Member]
Debt instrument face value					$ 180,000		$ 180,000					$ 255,000
Debt instrument, convertible, conversion price | $ / shares					$ 10		$ 10
Sponsor [Member] | Administrative And Support Services Agreement [Member]
Expenses payable per month pursuant to agreement with related party					$ 10,000		$ 10,000		$ 10,000
Sponsor [Member] | Anchor Investor [Member]
Inter se transfer of shares | shares							2,473,864		2,473,864
Fair value of entities common stock					$ 20,656,764		$ 20,656,764		$ 20,656,764
Fair value per share of common stock | $ / shares					$ 8.35		$ 8.35		$ 8.35
Sponsor [Member] | Founder Shares [Member]
Stock issued during period, value, issued for services		$ 200
Stock issued during period, shares, issued for services | shares		25,000
Sponsor [Member] | Founder Shares [Member] | Directors [Member]
Stock issued during period, shares, issued for services | shares		100,000
Member Of The Sponsor [Member] | Working Capital Loans [Member] | Working Capital Loan June Two Thousand And Twenty Two [Member]
Debt instrument face value																				$ 600,000
Debt instrument, increase, accrued interest							$ 0		$ 0
Proceeds from related party debt				$ 200,000
Member Of The Sponsor [Member] | Promissory Note [Member]
Debt instrument face value																		$ 1,100,000
Related Party [Member] | Unsecured Promissory Note [Member]
Notes payable related party current					$ 186,819		$ 186,819		$ 186,819
Common Class A [Member]
Common stock, shares outstanding | shares					4,910,000		4,910,000		4,910,000	910,000	268,726		4,910,000			128,459			28,989,609
Share price | $ / shares					$ 10.05		$ 10.05
Common Class A [Member] | Sponsor [Member]
Share price | $ / shares					12		$ 12		$ 12
Number of trading days for determining the share price							20 days		20 days
Number of consecutive trading days for determining the share price							30 days		30 days
Waiting period after which the share trading days are considered							150 days		150 days
Common Class A [Member] | Member Of The Sponsor [Member] | Working Capital Loans [Member] | Working Capital Loan June Two Thousand And Twenty Two [Member]
Debt instrument, convertible, conversion price | $ / shares					$ 10		$ 10		$ 10
Debt conversion, converted instrument, amount							$ 600,000		$ 600,000
Common Class B [Member]
Common stock, shares outstanding | shares					6,303,333		6,303,333		6,303,333	10,303,333
Percentage of common stock issued and outstanding							25		25
Common Class B [Member] | Over-Allotment Option [Member]
Common stock, other shares, outstanding | shares					1,507,500		1,507,500		1,507,500
Common Class B [Member] | Sponsor [Member]
Stock issued during period, value, issued for services			$ 25,000
Stock issued during period, shares, issued for services | shares			8,625,000
Common stock dividend description							the Company effected a stock dividend of 0.3694 shares for each share of Class B common stock outstanding		the Company effected a stock dividend of 0.3694 shares for each share of Class B common stock outstanding,
Common stock, shares outstanding | shares	4,000,000
Percentage of outstanding shares	40%
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Common stock, shares outstanding | shares			11,810,833
Conversion Shares [Member] | Member Of The Sponsor [Member]
Debt instrument, convertible, conversion price | $ / shares																		$ 10

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)			9 Months Ended	12 Months Ended
	Aug. 11, 2023 USD ($)	Oct. 05, 2021 shares	Sep. 30, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares
Underwriters option vesting period			45 days	45 days
Decrease in deferred charges	$ (3,000,000)
Deferred underwriters fee	15,000,000
Deferred fee waived	12,000,000
Reversal of deferred underwriting fee	$ 15,000,000
Common Class A [Member]
Stock issued during period, shares | shares			4,500,000	4,500,000
IPO [Member]
Stock issued during period, shares | shares			30,000,000	30,000,000
Underwriting discount percentage of gross proceeds on initial public offering upon completion of business combination			5	5
Deferred underwriting commissions charged to additional paid in capital			$ 15,000,000	$ 15,000,000
IPO [Member] | Common Class A [Member]
Stock issued during period, shares | shares		30,000,000
IPO [Member] | Common Class A [Member] | Maximum [Member]
Stock issued during period, shares | shares			4,500,000	4,500,000

Private Warrants - Additional I

Private Warrants - Additional Information (Detail) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Minimum lock in period for transfer, assign or sell warrants after completion of IPO	30 days	30 days
Private Placement Warrants [Member]
Class of warrant or right, outstanding	455,000	455,000	455,000

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail)		9 Months Ended	12 Months Ended
	Jun. 28, 2023 shares	Sep. 30, 2024 Day $ / shares shares	Dec. 31, 2023 Day $ / shares shares	Sep. 10, 2024 $ / shares shares	Jun. 30, 2024 shares	Dec. 19, 2023 $ / shares shares	Aug. 02, 2023 $ / shares	Jun. 27, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 07, 2022 shares	Dec. 02, 2022 $ / shares shares
Preferred stock, par or stated value per share | $ / shares		$ 0.0001	$ 0.0001						$ 0.0001
Preferred stock, Shares authorized		1,000,000	1,000,000						1,000,000
Preferred Stock, shares issued		0	0						0
Preferred stock, shares outstanding		0	0						0
Temporary equity, shares outstanding				368,879		637,605		766,064		1,010,391
Percentage of common stock issued and outstanding	40
Share price | $ / shares			$ 18
Percentage of proceeds from share issuances		60%	60%
Sponsor [Member]
Percentage of common stock issued and outstanding	0.40
Sponsor [Member] | Conversion of Class B to Class A Common Stock [Member]
Conversion of Stock, Shares Converted	4,000,000
Conversion of Stock, Shares Issued	4,000,000
Common Class A [Member]
Common stock, shares authorized		200,000,000	200,000,000						200,000,000
Common stock, par or stated value per share | $ / shares		$ 0.0001	$ 0.0001	$ 10.9		$ 10.62	$ 0.0001		$ 0.0001		$ 10.12
Common stock, shares, issued		4,910,000	4,910,000		4,910,000				910,000
Common stock, shares, outstanding		4,910,000	4,910,000	268,726	4,910,000	128,459			910,000		28,989,609
Common stock, voting rights		one	one
Temporary equity, shares outstanding		368,879	637,605						1,010,391
Share price | $ / shares		$ 10.05
Common Class A [Member] | Sponsor [Member]
Common stock, par or stated value per share | $ / shares								$ 10.29			$ 10.29
Share price | $ / shares		12	$ 12
Common Class A [Member] | Share Price Below Nine Point Two Usd [Member] | Business Acquisition [Member]
Business acquisition, share price | $ / shares		$ 9.2	$ 9.2
Common Class A [Member] | Common Stock [Member]
Common stock, shares authorized		200,000,000	200,000,000						200,000,000
Temporary equity, shares outstanding		368,879	368,879
Common Class B [Member]
Common stock, shares authorized		20,000,000	20,000,000						20,000,000
Common stock, par or stated value per share | $ / shares		$ 0.0001	$ 0.0001						$ 0.0001
Common stock, shares, issued		6,303,333	6,303,333						10,303,333
Common stock, shares, outstanding		6,303,333	6,303,333						10,303,333
Common stock, voting rights		one	one
Percentage of common stock issued and outstanding		25	25
Common Class B [Member] | Sponsor [Member]
Common stock, shares, outstanding	4,000,000
Common Class B [Member] | Common Stock [Member]
Common stock, shares authorized		20,000,000	20,000,000						20,000,000
Class A Common Stock Subject to Possible Redemption [Member] | Common Stock [Member]
Temporary equity, shares outstanding			637,605						1,010,391
Public Warrants [Member]
Minimum lock in period required for warrant exercise from the date of business combination		15 days	15 days
Minimum lock in period required for warrant exercise from the date of IPO		12 months	12 months
Warrants and rights outstanding, term		5 years	5 years
Public Warrants [Member] | Share Price More Than Or Equals To Usd Eighteen [Member]
Share price | $ / shares		$ 18	$ 18
Warrants, redemption price per share | $ / shares		$ 0.01	$ 0.01
Minimum notice period for warrants redemption		30 days	30 days
Warrants redeemable, threshold consecutive trading days | Day		20	20
Warrants redeemable, threshold trading days | Day		30	30
Public Warrants [Member] | Share Price Less Than Eighteen Usd [Member]
Share price | $ / shares		$ 18	$ 18
Public Warrants [Member] | Maximum [Member]
Minimum lock in period required for warrant exercise from the date of business combination		30 days	30 days
Public Warrants [Member] | Maximum [Member] | Share Price Less Than Eighteen Usd [Member]
Warrants exercise price adjustment percentage		180%	180%
Public Warrants [Member] | Minimum [Member]
Warrants exercise price adjustment percentage		115%	115%

Income Tax - Schedule Of Deferr

Income Tax - Schedule Of Deferred Tax Assets And Liabilities (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforward	$ 0	$ 0
Startup/Organization Expenses	802,539	396,253
Total deferred tax assets	802,539	396,253
Valuation Allowance	(802,539)	(396,253)
Deferred tax assets	$ 0	$ 0

Income Tax - Schedule Of Incom

Income Tax - Schedule Of Income Tax Provision (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Federal
Current					$ 78,830	$ 638,962
Deferred					(406,286)	(294,477)
State and Local
Current					0	0
Deferred					0	0
Change in valuation allowance					406,286	294,477
Income tax provision	$ 32,101	$ 20,299	$ 62,635	$ 60,141	$ 78,830	$ 638,962

Income Tax - Schedule Of Reconc

Income Tax - Schedule Of Reconciliation Company's Effective Tax Rate (Detail)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Reconciliation Companys Effective Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%	21%	21%	21%	21%
State taxes, net of federal tax benefit					0%	0%
Change in fair value of warrant liabilities					0%	(2.60%)
Transaction costs associated with the Initial Public Offering					0%	0.01%
Acquisition costs					(15.00%)	0%
Valuation allowance					(7.70%)	15.80%
Income tax provision	6.01%	2.34%	3.80%	1.39%	(1.70%)	34.20%

Income Tax - Additional Informa

Income Tax - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Changes in valuation allowance	$ 406,286	$ 294,477
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0	0
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 0	$ 0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Assets:
Investments held in Trust Account		$ 6,781,024	$ 10,325,848
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Warrant Liability – Private Placement Warrants	$ 15,607	$ 7,507	$ 16,380

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price		$ 18
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price	$ 10.91	10.44	$ 9.96
Exercise price	$ 11.5	$ 11.5	$ 11.5
Expected term (in years)	7 months 2 days	10 months 2 days	7 months 2 days
Volatility	31%	30%	32%
Risk-free rate			5.60%
Dividend yield	0%	0%	0%

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in the Fair Value of Warrant Liabilities (Detail) - Warrant [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning balance	$ 16,881	$ 13,605	$ 7,508	$ 16,380	$ 250,250
Change in fair value	(1,274)	3,276	6,097	(8,873)	(233,870)
Fair value, Ending balance	$ 15,607	$ 16,881	$ 13,605	$ 7,508	$ 16,380

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Oct. 01, 2024	Oct. 22, 2024	Dec. 21, 2023	Mar. 27, 2022
Subsequent Event [Line Items]
Debt instrument face value			$ 450,000
Sponsor [Member]
Subsequent Event [Line Items]
Debt instrument face value				$ 600,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Subsequent Event, Description	On October 1, 2024, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the Company was not in compliance with Listing Rule IM-5101-2 (the “Rule”), which requires that a SPAC complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering.
Subsequent Event [Member] | Sponsor [Member] | April2024 Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument face value		$ 250,000
Conversion Price		$ 10