Cantor Equity Partners, Inc. Class A Ordinary Shares (CEP) 10-Q13 Nov 242024 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 13, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	CANTOR EQUITY PARTNERS, INC.
Entity Central Index Key	0001865602
Entity File Number	001-42250
Entity Tax Identification Number	98-1576482
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	110 East 59th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	938-5000
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CEP
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		10,300,000
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		2,500,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024		Dec. 31, 2023
Current Assets:
Cash	$ 269,013
Prepaid expenses	220,000
Total Current Assets	489,013
Available-for-sale debt securities held in Trust Account, at fair value (no allowance for credit losses, amortized cost $100,627,236)	100,804,997
Other assets	189,848
Total Assets	101,483,858
Current Liabilities:
Accrued expenses	114,753		112,607
Total Liabilities	571,205		295,041
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 10,000,000 and 0 shares issued and outstanding at redemption value of $10.23 and $0 per share as of September 30, 2024 and December 31, 2023, respectively	102,305,006
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of both September 30, 2024 and December 31, 2023
Additional paid-in-capital			24,712
Accumulated deficit	(1,570,394)		(320,041)
Accumulated other comprehensive income	177,761
Total Shareholders’ Deficit	(1,392,353)		(295,041)
Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit	101,483,858
Related Party
Current Liabilities:
Note payable – related party			182,434
Payable to related party	456,452
Class A Ordinary Shares
Shareholders’ Deficit:
Ordinary shares, Value	30
Class B Ordinary Shares
Shareholders’ Deficit:
Ordinary shares, Value	$ 250	[1]	$ 288	[2]

[1] The number of shares and the amount reflect 375,000 Class B ordinary shares forfeited by the Sponsor on August 14, 2024 (See Note 7). The number of shares and the amount have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 3,593,750 Class B ordinary shares on February 21, 2024 (See Note 7).

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2024		Dec. 31, 2023
No allowance for credit losses, amortized cost (in Dollars)	$ 100,627,236
Preference shares, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Preference shares, shares authorized	5,000,000		5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Class A ordinary shares subject to possible redemption, shares issued	10,000,000		0
Class A ordinary shares subject to possible redemption, price per share (in Dollars per share)	$ 10.23		$ 0
Class A ordinary shares subject to possible redemption, shares outstanding	10,000,000		0
Ordinary shares, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Ordinary shares, shares authorized	500,000,000		500,000,000
Ordinary shares, shares issued	300,000
Ordinary shares, shares outstanding	300,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Ordinary shares, shares authorized	50,000,000		50,000,000
Ordinary shares, shares issued	2,500,000	[1]	2,875,000	[2]
Ordinary shares, shares outstanding	2,500,000	[1]	2,875,000	[2]

[1] The number of shares and the amount reflect 375,000 Class B ordinary shares forfeited by the Sponsor on August 14, 2024 (See Note 7). The number of shares and the amount have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 3,593,750 Class B ordinary shares on February 21, 2024 (See Note 7).

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended			9 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)		Sep. 30, 2024	Sep. 30, 2023		Sep. 30, 2024		Sep. 30, 2023
General and administrative costs		$ 134,547			$ 169,892		$ 24,961
Administrative expenses - related party		16,452			16,452
Loss from operations		(150,999)			(186,344)		(24,961)
Interest income on investments held in the Trust Account		627,245			627,245
Net income (loss)		$ 476,246			$ 440,901		$ (24,961)
Class A – Public shares
Weighted average number of ordinary shares outstanding:
Weighted average number of ordinary shares outstanding (in Shares)		5,217,391			1,751,825
Basic and diluted net income (loss) per share:
Basic net income (loss) per share (in Dollars per share)		$ 0.06			$ 0.1
Diluted net income (loss) per share (in Dollars per share)		$ 0.06			$ 0.1
Class A – Private placement
Weighted average number of ordinary shares outstanding:
Weighted average number of ordinary shares outstanding (in Shares)		156,522			52,555
Basic and diluted net income (loss) per share:
Basic net income (loss) per share (in Dollars per share)		$ 0.06			$ 0.1
Diluted net income (loss) per share (in Dollars per share)		$ 0.06			$ 0.1
Class B – Ordinary shares
Weighted average number of ordinary shares outstanding:
Weighted average number of ordinary shares outstanding (in Shares)	[1]	2,500,000	2,500,000	[2]	2,500,000	[2]	2,500,000	[2]
Basic and diluted net income (loss) per share:
Basic net income (loss) per share (in Dollars per share)		$ 0.06			$ 0.1		$ (0.01)
Diluted net income (loss) per share (in Dollars per share)		$ 0.06			$ 0.1		$ (0.01)

[1] On August 14, 2024, 375,000 Class B ordinary shares were forfeited by the Sponsor (See Note 7). This number has been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 3,593,750 Class B ordinary shares on February 21, 2024 (See Note 7).

Condensed Statements of Compreh

Condensed Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 476,246		$ 440,901	$ (24,961)
Other comprehensive income:
Change in unrealized appreciation of available-for-sale debt securities	177,761		177,761
Total other comprehensive income	177,761		177,761
Comprehensive income (loss)	$ 654,007		$ 618,662	$ (24,961)

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($)		Ordinary Shares Class A	Ordinary Shares Class B		Additional paid-in capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balance at Dec. 31, 2022			$ 288	[1],[2]	$ 24,712	$ (67,175)		$ (42,175)
Balance (in Shares) at Dec. 31, 2022			2,875,000	[1],[2]
Net income (loss)						(706)		(706)
Balance at Mar. 31, 2023			$ 288	[1],[2]	24,712	(67,881)		(42,881)
Balance (in Shares) at Mar. 31, 2023			2,875,000	[1],[2]
Balance at Dec. 31, 2022			$ 288	[1],[2]	24,712	(67,175)		(42,175)
Balance (in Shares) at Dec. 31, 2022			2,875,000	[1],[2]
Net income (loss)								(24,961)
Balance at Sep. 30, 2023			$ 288	[2]	24,712	(92,136)		(67,136)
Balance (in Shares) at Sep. 30, 2023			2,875,000	[2]
Balance at Mar. 31, 2023			$ 288	[1],[2]	24,712	(67,881)		(42,881)
Balance (in Shares) at Mar. 31, 2023			2,875,000	[1],[2]
Net income (loss)						(24,255)		(24,255)
Balance at Jun. 30, 2023			$ 288	[2]	24,712	(92,136)		(67,136)
Balance (in Shares) at Jun. 30, 2023			2,875,000	[2]
Net income (loss)
Balance at Sep. 30, 2023			$ 288	[2]	24,712	(92,136)		(67,136)
Balance (in Shares) at Sep. 30, 2023			2,875,000	[2]
Balance at Dec. 31, 2023			$ 288	[3],[4]	24,712	(320,041)		(295,041)
Balance (in Shares) at Dec. 31, 2023			2,875,000	[3],[4]
Net income (loss)						(20,555)		(20,555)
Balance at Mar. 31, 2024			$ 288	[3]	24,712	(340,596)		(315,596)
Balance (in Shares) at Mar. 31, 2024	[3]		2,875,000
Balance at Dec. 31, 2023			$ 288	[3],[4]	24,712	(320,041)		(295,041)
Balance (in Shares) at Dec. 31, 2023			2,875,000	[3],[4]
Net income (loss)								440,901
Balance at Sep. 30, 2024		$ 30	$ 250			(1,570,394)	177,761	(1,392,353)
Balance (in Shares) at Sep. 30, 2024		300,000	2,500,000
Balance at Mar. 31, 2024			$ 288	[3]	24,712	(340,596)		(315,596)
Balance (in Shares) at Mar. 31, 2024	[3]		2,875,000
Net income (loss)						(14,790)		(14,790)
Balance at Jun. 30, 2024			$ 288	[3]	24,712	(355,386)		(330,386)
Balance (in Shares) at Jun. 30, 2024	[3]		2,875,000
Net income (loss)						476,246		476,246
Sale of Class A ordinary shares to Sponsor in private placement		$ 30			2,999,970			3,000,000
Sale of Class A ordinary shares to Sponsor in private placement (in Shares)		300,000
Forfeiture of Class B ordinary shares by Sponsor at $0.0001 par value			$ (38)		38
Forfeiture of Class B ordinary shares by Sponsor at $0.0001 par value (in Shares)			(375,000)
Accretion of redeemable Class A ordinary shares to redemption value					(3,024,720)	(1,691,254)		(4,715,974)
Other comprehensive income							177,761	177,761
Balance at Sep. 30, 2024		$ 30	$ 250			$ (1,570,394)	$ 177,761	$ (1,392,353)
Balance (in Shares) at Sep. 30, 2024		300,000	2,500,000

[1] The number of shares and the amounts have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 7,906,250 Class B ordinary shares in June 2023 (See Note 7). On August 14, 2024, 375,000 Class B ordinary shares were forfeited by the Sponsor (See Note 7). The number of shares and the amount have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 3,593,750 Class B ordinary shares on February 21, 2024 (See Note 7).

Condensed Statements of Chang_2

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) (Parentheticals)	3 Months Ended
	Sep. 30, 2024 $ / shares
Class B ordinary shares
Forfeiture of Class B ordinary shares by Sponsor, par value	$ 0.0001

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Condensed Statements of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income (loss)	$ 440,901	$ (24,961)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in the Trust Account	(627,245)
Changes in operating assets and liabilities:
Other assets	(189,839)
Prepaid expenses	(220,000)
Accrued expenses	2,146	28,559
Payable to related party	456,452
Deferred offering costs		(33,633)
Net cash used in operating activities	(137,585)	(30,035)
Cash flows from investing activities
Cash deposited in Trust Account	(9)
Purchase of available-for-sale debt securities held in Trust Account	(99,999,991)
Net cash used in investing activities	(100,000,000)
Cash flows from financing activities
Proceeds received from initial public offering	100,000,000
Proceeds received from private placement	3,000,000
Offering costs paid	(2,369,200)
Deferred offering costs paid by related party	(41,768)
Note payable – related party	(182,434)	30,035
Net cash provided by financing activities	100,406,598	30,035
Net change in Cash	269,013
Cash - beginning of the period
Cash - end of the period	269,013
Supplemental disclosures of non-cash activities
Deferred offering costs included in Accrued expenses		33,633
Accrued expenses paid from Note payable – related party		30,035
Prepaid expenses and Other assets paid with Payable to related party	$ 440,000

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2024
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation Cantor Equity Partners, Inc. (the “Company”) was incorporated on November 11, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. 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 commenced operations. All activity through September 30, 2024 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three and nine months ended September 30, 2024, the Company has generated non-operating income in the form of interest income from direct investments in U.S. government debt securities from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Cantor EP Holdings, LLC (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on August 12, 2024. On August 14, 2024, the Company consummated the Initial Public Offering of 10,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares” and such Class A ordinary shares issued in the Initial Public Offering, the “Public Shares”) at a purchase price of $10.00 per Public Share, generating gross proceeds of $100,000,000, as described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor at a price of $10.00 per Private Placement Share in a private placement (the “Private Placement”), generating gross proceeds of $3,000,000, as described in Note 4. The proceeds of the Private Placement were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $2,400,000, consisting of $2,100,000 of underwriting fees and approximately $300,000 of other costs. Following the closing of the Initial Public Offering and the Private Placement on August 14, 2024, an amount of $100,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares and the Private Placement Shares (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds in the Trust Account were initially held in an account at J.P. Morgan Chase Bank, N.A. and on August 15, 2024, were transferred to an account at CF Secured, LLC (“CF Secured”), an affiliate of the Sponsor. The Trust Account may be invested only 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 selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand deposit accounts) at a bank, as determined by the Company, until the earlier of: (i) the completion of the Business Combination or (ii) the distribution of the Trust Account, as described below. Business Combination – The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note (as defined below) in the applicable Redemption Event (as defined below)). The Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 25% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Failure to Consummate the Business Combination The initial shareholders have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.15 (inclusive of $0.15 per redeemed share to be funded pursuant to the Sponsor Note in the applicable Redemption Event) per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.15 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party 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 for the Company’s independent registered public accounting firm and the underwriters of the Initial Public Offering), 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. Liquidity and Capital Resources As of September 30, 2024 and December 31, 2023, the Company had approximately $269,000 and $0 The Company’s liquidity needs through September 30, 2024 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $287,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Shares not held in the Trust Account and the Sponsor Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with the Business Combination, the Sponsor agreed to loan the Company up to $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”), of which $0 has been drawn by the Company as of September 30, 2024. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). As of September 30, 2024, the Company did not have any borrowings under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The unaudited condensed financial statements are presented in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2024 and the results of operations, comprehensive income (loss) and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the fiscal year ended December 31, 2023 included in the final prospectus filed by the Company with the SEC on August 13, 2024. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both September 30, 2024 and December 31, 2023. Available-for-Sale Debt Securities The Company’s investments held in the Trust Account as of September 30, 2024 comprised of a direct investment in U.S. government treasury bills. The Company accounts for its investment in debt securities in accordance with the guidance in ASC 320 , Investments — Debt and Equity Securities Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000 and investments in the U.S. government debt securities held in the Trust Account. For both the three and nine months ended September 30, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Under ASC 820, Fair Value Measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the Public Shares upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2024 and December 31, 2023, 10,000,000 and 0, Class A ordinary shares subject to possible redemption respectively, are presented as temporary equity outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit. Net Income (Loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 315,569 $ 9,467 $ 151,210 $ — $ — $ — Denominator: Basic and diluted weighted average number of ordinary shares outstanding 5,217,391 156,522 2,500,000 — — 2,500,000 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.06 $ — $ — $ — For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 179,441 $ 5,383 $ 256,077 $ — $ — $ (24,961 ) Denominator: Basic and diluted weighted average number of ordinary shares outstanding 1,751,825 52,555 2,500,000 — — 2,500,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ 0.10 $ — $ — $ (0.01 ) Income Taxes Income taxes are accounted for using the asset and liability method as prescribed under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from management’s estimates under different assumptions or conditions. 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 is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company recorded no income tax provision for the periods presented. New Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Segment Reporting In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements SEC Rule on Climate-Related Disclosures The SEC recently adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
Initial Public Offering	Sep. 30, 2024
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,000,000 Class A ordinary shares at a price of $10.00 per share. In connection with the underwriter’s advising the Company that it would not be exercising the over-allotment option, the Sponsor forfeited 375,000 Class B ordinary shares of the Company, par value $0.0001 per share (“Class B ordinary shares”), so that the issued and outstanding Class B ordinary shares represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the Private Placement Shares).

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares In November 2020, the Sponsor purchased 14,375,000 Class B ordinary shares (the “Founder Shares”) for a purchase price of $25,000. On June 8, 2023 and February 21, 2024, the Sponsor surrendered, for no consideration, 7,906,250 and 3,593,750 Class B ordinary shares, respectively, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 2,875,000 shares. The Class B ordinary shares will automatically convert into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination and are subject to certain transfer restrictions, as described in Note 7. On August 14, 2024, due to the underwriter advising the Company that it would not be exercising the over-allotment option, 375,000 Class B ordinary shares were forfeited by the Sponsor so that the issued and outstanding Class B ordinary shares represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the Private Placement Shares), resulting in 2,500,000 Class B ordinary shares issued and outstanding and held by the Sponsor. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 300,000 Private Placement Shares at a price of $10.00 per Private Placement Share ($3,000,000 in the aggregate) in the Private Placement. The proceeds from the Private Placement have been added to the net proceeds from the Initial Public Offering held in the Trust Account. The Sponsor has entered into a letter agreement with the Company pursuant to which it has agreed to waive its redemption rights with respect to the Private Placement Shares in connection with the completion of the Business Combination or otherwise. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the Business Combination. Available-for-Sale Debt Securities Held in the Trust Account As of September 30, 2024, the fair value of the Company’s investments in U.S. government treasury bills held in the Trust Account at CF Secured was approximately $100,805,000. Underwriter Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5). Related Party Loans On May 27, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a promissory note (the “Original Note”). On June 12, 2023, the Company entered into an amended and restated Original Note (the “A&R Note”). On May 31, 2024, the Company entered into a second amended and restated Original Note (the “Pre-IPO Note”). Prior to the closing of the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $287,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon completion of the Initial Public Offering. In order to finance transaction costs in connection with the Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor. The Sponsor Loan does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination; provided that, pursuant to an amended and restated promissory note, at the Sponsor’s option, at any time beginning 60 days after the date of the Initial Public Offering, all or any portion of the amount outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account. As of both September 30, 2024 and December 31, 2023, the Company had no borrowings under the Sponsor Loan. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the 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 the 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. As of both September 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans. In addition, the Sponsor has agreed to lend the Company up to $1,500,000 pursuant to a promissory note (the “Sponsor Note”) in connection with the consummation of the Business Combination, an extension of time for the Company to consummate the Business Combination or the Company’s liquidation (each, a “Redemption Event”), such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed shares on such Redemption Event. The Sponsor Note will not bear interest and will be repaid by the Company at the closing of the Business Combination. If the Company is unable to consummate the Business Combination, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payable to related party on the Company’s unaudited condensed balance sheets. As of September 30, 2024 and December 31, 2023, the Company had $456,452 and $0 Administrative Support Agreement The Company has agreed to pay $10,000 a month to the Sponsor for office space, administrative and shared personnel support services. Services commenced on August 13, 2024, the date the Class A ordinary shares were first listed on the Nasdaq Stock Market and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company. During both the three and nine months ended September 30, 2024, the Company incurred approximately $16,000 for these services. The payable to the Sponsor for such services was approximately $16,000 as of September 30, 2024. Independent Directors Compensation Commencing on August 12, 2024, the Company compensates its independent directors through cash payments for their services on the Company’s board of directors. As a result, during both the three and nine months ended September 30, 2024, the Company recognized approximately $13,000 of compensation expense on its unaudited condensed statements of operations. The corresponding accrued compensation payable recognized on the Company’s unaudited condensed balance sheet was approximately $13,000 as of September 30, 2024.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on August 14, 2024, the holders of Founder Shares (only after conversion of such shares to Class A ordinary shares), the Private Placement Shares and any Class A ordinary shares issued upon conversion of up to $1,750,000 of the Sponsor Loan are entitled to registration rights. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co. a 45-day option to purchase up to 1,500,000 additional Class A ordinary shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On August 14, 2024, simultaneously with the closing of the Initial Public Offering, the underwriter advised the Company that it would not be exercising the over-allotment option. CF&Co. was paid a cash underwriting discount of $2,000,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay CF&Co. a cash fee of $3,500,000 for such services upon the consummation of the Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the military conflicts in Ukraine and the Middle East on the financial markets and on the industry, and has concluded that while it is reasonably possible that the conflicts could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Available-for-Sale Debt Securit

Available-for-Sale Debt Securities	9 Months Ended
Available-for-Sale Debt Securities	Sep. 30, 2024
Available-for-Sale Debt Securities [Abstract]
Available-for-Sale Debt Securities	Note 6—Available-for-Sale Debt Securities The following table presents the amortized cost, gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account: September 30, 2024 Amortized Gross Unrealized Gross Unrealized Fair Value U.S. government debt securities (1) $ 100,627,236 $ 177,761 $ — $ 100,804,997 (1) Contractual maturities are one year or less. The Company did not have any sales of its available-for-sale debt securities during the three and nine months ended September 30, 2024.

Shareholders' Deficit

Shareholders' Deficit	9 Months Ended
Shareholders' Deficit	Sep. 30, 2024
Shareholders' Deficit [Abstract]
Shareholders' Deficit	Note 7—Shareholders’ Deficit Class A Ordinary Shares 0Class Class B Ordinary Shares Prior to the consummation of the Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment and removal of directors and be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of the Company approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands). Other than as described above, holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into nonredeemable Class A ordinary shares in connection with the consummation of the Business Combination or at any time and from time to time at the option of the holder thereof, on a one-for-one basis, subject to adjustment. Class A ordinary shares issued in connection with the conversion of Class B ordinary shares issued prior to the consummation of the Business Combination are subject to the same restrictions as applied to Class B ordinary shares prior to such conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). Preference Shares

Fair Value Measurements on a Re

Fair Value Measurements on a Recurring Basis	9 Months Ended
Fair Value Measurements on a Recurring Basis	Sep. 30, 2024
Fair Value Measurements on a Recurring Basis [Abstract]
Fair Value Measurements on a Recurring Basis	Note 8—Fair Value Measurements on a Recurring Basis 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques 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 three levels of the fair value hierarchy are: ● Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets; ● Level 2 measurements - 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 measurements - unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2024, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value. As of December 31, 2023, the Company did not have any investments. September 30, 2024 Description Quoted Significant Significant Total Assets: Assets held in Trust Account – U.S. government debt securities $ 100,804,997 $ — $ — $ 100,804,997 Total $ 100,804,997 $ — $ — $ 100,804,997 As of September 30, 2024, Level 1 assets include a direct investment in the U.S. government treasury bills classified as available-for-sale-debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that, except as set forth below, there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. On October 1, 2024, the Company used approximately $244,000 of its cash and drew approximately $212,000 on the Sponsor Loan to settle its Payable to related party. On November 5, 2024, the Company entered into an amended and restated promissory note in respect of the Sponsor Loan, which added conversion terms pursuant to which the Sponsor Loan will be convertible at the Sponsor’s option into Class A ordinary shares at a conversion price of $10.00 per share at any time beginning 60 days after the date of the Initial Public Offering.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 476,246	$ (14,790)	$ (20,555)		$ (24,255)	$ (706)	$ 440,901	$ (24,961)

Insider Trading Arrangements

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

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
Accounting Policies, by Policy (Policies)	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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. Such estimates may be subject to change as more current information becomes available and 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 (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both September 30, 2024 and December 31, 2023.
Available-for-Sale Debt Securities	Available-for-Sale Debt Securities The Company’s investments held in the Trust Account as of September 30, 2024 comprised of a direct investment in U.S. government treasury bills. The Company accounts for its investment in debt securities in accordance with the guidance in ASC 320 , Investments — Debt and Equity Securities
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000 and investments in the U.S. government debt securities held in the Trust Account. For both the three and nine months ended September 30, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Under ASC 820, Fair Value Measurement
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the Public Shares upon the completion of the Initial Public Offering.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2024 and December 31, 2023, 10,000,000 and 0, Class A ordinary shares subject to possible redemption respectively, are presented as temporary equity outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 315,569 $ 9,467 $ 151,210 $ — $ — $ — Denominator: Basic and diluted weighted average number of ordinary shares outstanding 5,217,391 156,522 2,500,000 — — 2,500,000 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.06 $ — $ — $ — For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 179,441 $ 5,383 $ 256,077 $ — $ — $ (24,961 ) Denominator: Basic and diluted weighted average number of ordinary shares outstanding 1,751,825 52,555 2,500,000 — — 2,500,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ 0.10 $ — $ — $ (0.01 )
Income Taxes	Income Taxes Income taxes are accounted for using the asset and liability method as prescribed under ASC 740, Income Taxes ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company provides for uncertain tax positions, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from management’s estimates under different assumptions or conditions. 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 is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company recorded no income tax provision for the periods presented.
New Accounting Pronouncements	New Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Segment Reporting In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements
SEC Rule on Climate-Related Disclosures	SEC Rule on Climate-Related Disclosures The SEC recently adopted the final rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
Summary of Significant Accounting Policies (Tables)	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income (Loss) per Ordinary Share	The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 315,569 $ 9,467 $ 151,210 $ — $ — $ — Denominator: Basic and diluted weighted average number of ordinary shares outstanding 5,217,391 156,522 2,500,000 — — 2,500,000 Basic and diluted net income per ordinary share $ 0.06 $ 0.06 $ 0.06 $ — $ — $ — For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 179,441 $ 5,383 $ 256,077 $ — $ — $ (24,961 ) Denominator: Basic and diluted weighted average number of ordinary shares outstanding 1,751,825 52,555 2,500,000 — — 2,500,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ 0.10 $ — $ — $ (0.01 )

Available-for-Sale Debt Secur_2

Available-for-Sale Debt Securities (Tables)	9 Months Ended
Available-for-Sale Debt Securities (Tables)	Sep. 30, 2024
Available-for-Sale Debt Securities [Abstract]
Schedule of Available-for-Sale Debt Securities Held in the Trust Account	The following table presents the amortized cost, gross unrealized gains (losses), fair value and other information for the available-for-sale debt securities held in the Trust Account: September 30, 2024 Amortized Gross Unrealized Gross Unrealized Fair Value U.S. government debt securities (1) $ 100,627,236 $ 177,761 $ — $ 100,804,997 (1) Contractual maturities are one year or less.

Fair Value Measurements on a _2

Fair Value Measurements on a Recurring Basis (Tables)	9 Months Ended
Fair Value Measurements on a Recurring Basis (Tables)	Sep. 30, 2024
Fair Value Measurements on a Recurring Basis [Abstract]
Schedule of Fair Value Measurements on a Recurring Basis	Description Quoted Significant Significant Total Assets: Assets held in Trust Account – U.S. government debt securities $ 100,804,997 $ — $ — $ 100,804,997 Total $ 100,804,997 $ — $ — $ 100,804,997

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)		9 Months Ended		12 Months Ended
	Aug. 14, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Price per price (in Dollars per share)	$ 10
Gross proceeds	$ 100,000,000
Net proceeds from private placement		$ 3,000,000
Offering cost		2,400,000
Underwriting fees		2,100,000
Other offering cost		$ 300,000
Redeemed share price (in Dollars per share)		$ 0.15
Net tangible assets		$ 5,000,001
Redemption shares percentage		25%
Residual assets remaining available for distribution		$ 10.15
Cash		269,013
Working capital deficit		82,000		295,000
Interest income		$ 805,000		$ 0
Sponsor
Class of Stock [Line Items]
Redeemed share price (in Dollars per share)		$ 0.15
Reduction amount of funds in trust account (in Dollars per share)		$ 10.15
Contribution value		$ 25,000
Loan amount		1,750,000
Sponsor \| Promissory Note [Member]
Class of Stock [Line Items]
Loan amount		$ 287,000
Business Combination [Member]
Class of Stock [Line Items]
Outstanding voting securities percentage		50%
Public Shares [Member]
Class of Stock [Line Items]
Public share redemption price. (in Dollars per share)		$ 10.15
Redemption shares percentage		100%
Business Combination [Member] \| Sponsor Loan [Member]
Class of Stock [Line Items]
Loan amount		$ 0
Business Combination [Member]
Class of Stock [Line Items]
Fair market value percentage		80%
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Number of shares (in Shares)		10,000,000
Common stock par value (in Dollars per share)		$ 0.0001		$ 0.0001
IPO [Member]
Class of Stock [Line Items]
Price per price (in Dollars per share)	$ 10
Net proceeds from private placement	$ 100,000,000
IPO [Member] \| Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Number of shares (in Shares)	10,000,000	300,000
Common stock par value (in Dollars per share)	$ 0.0001
Price per price (in Dollars per share)		$ 10
Net proceeds from private placement		$ 3,000,000
Sponsor \| Public Shares [Member]
Class of Stock [Line Items]
Redeemed share price (in Dollars per share)		$ 0.15

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Federal deposit insurance corporation maximum coverage limit (in Dollars)	$ 250,000
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Shares subject to possible redemption	10,000,000	0

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) per Ordinary Share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Class A – Public shares [Member]
Numerator:
Allocation of net income (loss)	$ 315,569		$ 179,441
Denominator:
Basic weighted average number of ordinary shares outstanding	5,217,391		1,751,825
Diluted weighted average number of ordinary shares outstanding	5,217,391		1,751,825
Basic net income (loss) per ordinary share	$ 0.06		$ 0.1
Diluted net income (loss) per ordinary share	$ 0.06		$ 0.1
Class A – Private placement shares [Member]
Numerator:
Allocation of net income (loss)	$ 9,467		$ 5,383
Denominator:
Basic weighted average number of ordinary shares outstanding	156,522		52,555
Diluted weighted average number of ordinary shares outstanding	156,522		52,555
Basic net income (loss) per ordinary share	$ 0.06		$ 0.1
Diluted net income (loss) per ordinary share	$ 0.06		$ 0.1
Class B Ordinary Shares [Member]
Numerator:
Allocation of net income (loss)	$ 151,210		$ 256,077	$ (24,961)
Denominator:
Basic weighted average number of ordinary shares outstanding	2,500,000	2,500,000	2,500,000	2,500,000
Diluted weighted average number of ordinary shares outstanding	2,500,000	2,500,000	2,500,000	2,500,000
Basic net income (loss) per ordinary share	$ 0.06		$ 0.1	$ (0.01)
Diluted net income (loss) per ordinary share	$ 0.06		$ 0.1	$ (0.01)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		9 Months Ended
Initial Public Offering (Details) - $ / shares	Aug. 14, 2024	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Ordinary shares issued and outstanding percentage		20%
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary share issued		10,000,000
Price per share		$ 12
Common stock par value		0.0001	$ 0.0001
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock par value		$ 0.0001	$ 0.0001
IPO [Member] \| Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary share issued	10,000,000	300,000
Price per share		$ 10
Common stock par value	$ 0.0001
Over-Allotment Option [Member] \| Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Shares forfeited by shareholder		375,000
Common stock par value		$ 0.0001
Ordinary shares issued and outstanding percentage	20%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Aug. 14, 2024

Feb. 21, 2024

Jun. 08, 2023

Nov. 30, 2020

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

May 31, 2024

Dec. 31, 2023

May 27, 2021

Related Party Transactions [Line Items]

Stock purchase price

$ 3,000,000

Ordinary shares issued and outstanding percentage

20%

Stock issued during period shares private placement

$ 3,000,000

Available-for-sale debt securities held in the trust account

100,805,000

$ 100,805,000

Redeemed share price (in Dollars per share)

$ 0.15

Administrative Fees Expense

16,452

$ 16,452

Compensation expense

13,000

Accrued compensation payable

13,000

Initial Public Offering [Member]

Related Party Transactions [Line Items]

Loan outstanding amount

$ 287,000

Administrative Support Agreement [Member]

Related Party Transactions [Line Items]

Administrative Fees Expense

16,000

Related Party [Member]

Related Party Transactions [Line Items]

Office space

10,000

Payable outstanding

456,452

Sponsor [Member]

Related Party Transactions [Line Items]

Loan outstanding amount

$ 1,750,000

Redeemed share price (in Dollars per share)

$ 0.15

Sponsor [Member] | Administrative Support Agreement [Member]

Related Party Transactions [Line Items]

Administrative Fees Expense

$ 16,000

Sponsor [Member] | Related Party [Member]

Related Party Transactions [Line Items]

Office space

$ 10,000

Class B Ordinary Shares [Member]

Related Party Transactions [Line Items]

Shares forfeited by the shareholder (in Shares)

3,593,750

7,906,250

Shares outstanding (in Shares)

2,500,000

[1]

2,500,000

[1]

2,875,000

[2]

Shares issued (in Shares)

2,500,000

[1]

2,500,000

[1]

2,875,000

[2]

Class B Ordinary Shares [Member] | Maximum [Member]

Related Party Transactions [Line Items]

Shares outstanding (in Shares)

14,375,000

Class B Ordinary Shares [Member] | Minimum [Member]

Related Party Transactions [Line Items]

Shares outstanding (in Shares)

2,875,000

Class B Ordinary Shares [Member] | Founders Shares [Member]

Related Party Transactions [Line Items]

Number of shares sponsor purchased (in Shares)

14,375,000

Stock purchase price

$ 25,000

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

Related Party Transactions [Line Items]

Shares forfeited by the shareholder (in Shares)

375,000

3,593,750

7,906,250

Shares issued (in Shares)

14,375,000

Class A Ordinary Shares [Member]

Related Party Transactions [Line Items]

Shares outstanding (in Shares)

300,000

Shares issued (in Shares)

300,000

Price per share (in Dollars per share)

$ 12

Trading days

150 days

Conversion price per share (in Dollars per share)

$ 10

Class A Ordinary Shares [Member] | Maximum [Member]

Related Party Transactions [Line Items]

Trading days

30 days

Class A Ordinary Shares [Member] | Minimum [Member]

Related Party Transactions [Line Items]

Trading days

20 days

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

Related Party Transactions [Line Items]

Shares forfeited by the shareholder (in Shares)

375,000

Ordinary shares issued and outstanding percentage

20%

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

Related Party Transactions [Line Items]

Number of shares sponsor purchased (in Shares)

1,500,000

Initial Public Offering [Member]

Related Party Transactions [Line Items]

Stock issued during period shares private placement

$ 100,000,000

Initial Public Offering [Member] | Sponsor [Member]

Related Party Transactions [Line Items]

Loan amount

$ 300,000

Initial Public Offering [Member] | Class B Ordinary Shares [Member]

Related Party Transactions [Line Items]

Shares outstanding (in Shares)

2,500,000

Shares issued (in Shares)

2,500,000

Initial Public Offering [Member] | Class A Ordinary Shares [Member]

Related Party Transactions [Line Items]

Price per share (in Dollars per share)

$ 10

Stock issued during period shares private placement

$ 3,000,000

Private Placement [Member]

Related Party Transactions [Line Items]

Number of shares sponsor purchased (in Shares)

300,000

Price per share (in Dollars per share)

$ 10

Trading days

30 days

Stock issued during period shares private placement

$ 3,000,000

Promissory Notes [Member] | Sponsor [Member]

Related Party Transactions [Line Items]

Loan amount

$ 1,500,000

[1] The number of shares and the amount reflect 375,000 Class B ordinary shares forfeited by the Sponsor on August 14, 2024 (See Note 7). The number of shares and the amount have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 3,593,750 Class B ordinary shares on February 21, 2024 (See Note 7).

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Aug. 14, 2024	Sep. 30, 2024
Commitments and Contingencies [Line Items]
Payement for underwriting discount		$ 100,000
Cash fee		$ 3,500,000
Class A Ordinary Shares [Member]
Commitments and Contingencies [Line Items]
Conversion amount	$ 1,750,000
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Underwriter overallotment option days		45 days
Over-Allotment Option [Member] \| Class A Ordinary Shares [Member]
Commitments and Contingencies [Line Items]
Share purchase (in Shares)		1,500,000
Initial Public Offering [Member]
Commitments and Contingencies [Line Items]
Payement for underwriting discount		$ 2,000,000

Available-for-Sale Debt Secur_3

Available-for-Sale Debt Securities (Details) - Schedule of Available-for-Sale Debt Securities Held in the Trust Account - U.S. government debt securities [Member]	Sep. 30, 2024 USD ($)	[1]
Schedule of Available-for-Sale Debt Securities Held in the Trust Account [Line Items]
Amortized Cost	$ 100,627,236
Gross Unrealized Gains	177,761
Gross Unrealized Losses
Fair Value	$ 100,804,997

[1] Contractual maturities are one year or less.

Shareholders' Deficit (Details)

Shareholders' Deficit (Details) - $ / shares				9 Months Ended
Shareholders' Deficit (Details) - $ / shares	Aug. 14, 2024	Feb. 21, 2024	Jun. 08, 2023	Sep. 30, 2024		Dec. 31, 2023		Nov. 30, 2020
Class of Stock [Line Items]
Preference shares authorized				5,000,000		5,000,000
Preference shares par value (in Dollars per share)				$ 0.0001		$ 0.0001
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary Shares authorized				500,000,000		500,000,000
Ordinary shares par value (in Dollars per share)				$ 0.0001		$ 0.0001
Ordinary shares issued				300,000
Ordinary shares outstanding				300,000
Ordinary shares subject to possible redemption				10,000,000		0
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Ordinary Shares authorized				50,000,000		50,000,000
Ordinary shares par value (in Dollars per share)				$ 0.0001		$ 0.0001
Ordinary shares issued				2,500,000	[1]	2,875,000	[2]
Ordinary shares outstanding				2,500,000	[1]	2,875,000	[2]
Common stock, voting rights				one
Shares forfeited by the shareholder		3,593,750	7,906,250
Ordinary shares issued and outstanding percentage	20%
Percentage of common stock on conversion of shares				20%
Class B Ordinary Shares [Member] \| Sponsor [Member]
Class of Stock [Line Items]
Ordinary shares issued								14,375,000
Shares forfeited by the shareholder	375,000	3,593,750	7,906,250
Class B Ordinary Shares [Member] \| Maximum [Member]
Class of Stock [Line Items]
Ordinary shares outstanding		14,375,000	14,375,000	14,375,000
Class B Ordinary Shares [Member] \| Minimum [Member]
Class of Stock [Line Items]
Ordinary shares outstanding		2,875,000	2,875,000	2,875,000

[1] The number of shares and the amount reflect 375,000 Class B ordinary shares forfeited by the Sponsor on August 14, 2024 (See Note 7). The number of shares and the amount have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 3,593,750 Class B ordinary shares on February 21, 2024 (See Note 7).

Fair Value Measurements on a _3

Fair Value Measurements on a Recurring Basis (Details) - Schedule of Fair Value Measurements on a Recurring Basis - Fair Value, Recurring [Member]	Sep. 30, 2024 USD ($)
Assets:
Assets held in Trust Account	$ 100,804,997
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Assets held in Trust Account	100,804,997
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Assets held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Assets held in Trust Account
U.S. government debt securities [Member]
Assets:
Assets held in Trust Account	100,804,997
U.S. government debt securities [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Assets held in Trust Account	100,804,997
U.S. government debt securities [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Assets:
Assets held in Trust Account
U.S. government debt securities [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Assets held in Trust Account

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		9 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 05, 2024	Sep. 30, 2024	Oct. 01, 2024
Sponsor [Member]
Subsequent Events [Line Items]
Payable to related party		$ 1,750,000
Subsequent Event [Member]
Subsequent Events [Line Items]
Cash			$ 244,000
Subsequent Event [Member] \| Sponsor [Member] \| Related Party [Member]
Subsequent Events [Line Items]
Payable to related party			$ 212,000
Class A Ordinary Shares [Member]
Subsequent Events [Line Items]
Conversion price per share (in Dollars per share)		$ 10
Forecast [Member] \| Class A Ordinary Shares [Member]
Subsequent Events [Line Items]
Conversion price per share (in Dollars per share)	$ 10