| DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS
OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES New Providence Acquisition Corp. II (the “Company”)
is a blank check company incorporated in Delaware on November 16, 2020. The Company announced on November 8, 2024 that its board of directors
(the “Board”) has determined that the Company (i) will abandon and not implement the proposal to extend the date by which
the Company must consummate an initial business combination from November 9, 2024 to November 9, 2025, and (ii) it has decided to dissolve
and liquidate with a redemption of its Public Shares which occurred on November 26, 2024. Prior to the Company’s announcement, 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 financial statements presented in this Quarterly Report on Form
10-Q do not reflect the redemption of the Public Shares as announced on November 8, 2024 and the cancellation of the Public
Warrants and Private Placement Warrants in connection with the decision of the Company to dissolve and liquidate. The Company was 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. All activity through September 30, 2024 relates
to the Company’s formation, the initial public offering that was consummated by the Company on November 9, 2021 (the “Initial
Public Offering” or “IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target
company for a Business Combination. The Company will not generate any operating revenues as a result of its November 8, 2024 announcement
to dissolve and liquidate. The Company generated non-operating income in the form of interest income from the proceeds derived from the
Initial Public Offering held in the Trust Account (as defined and described below). The Registration Statements on Form S-1 for the
Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February
22, 2021, as amended (File Nos. 333-253337 and 333-260794) were declared effective on November 4, 2021 (the “IPO Registration
Statement”). On November 9, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”
and, with respect to the (i) shares of the Class A Common Stock (as defined below) included in the Units offered, the “Public Shares”,
and (ii) redeemable warrants included in the Units offered, the “Public Warrants”), which includes the partial exercise by
the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000
(see Note 3). Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement Warrants” and together with
the Public Warrants, the “Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to New Providence
Acquisition II LLC (the “Sponsor”), generating gross proceeds of $12,000,000 (the “Private Placement”) (see Note
4). Transaction costs amounted to $14,566,172, consisting
of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $816,172 of other offering costs. Following the closing of the Initial Public Offering
on November 9, 2021, an amount of $255,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public
Offering and the Private Placement Warrants in the Private Placement was placed in a U.S.-based trust account (the “Trust Account”),
which was initially 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 Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust
Account to the Company’s stockholders, as described below. To mitigate the risk of being viewed as operating
an unregistered investment company, on April 12, 2024, the Company instructed Continental Stock Transfer & Trust Company (“Continental”),
the trustee with respect to the Trust Account, to liquidate the U.S. Department of the Treasury (the “Treasury”) obligations
or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand
deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company. As a result,
following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private
Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities. Interest
on such deposit account is currently 4.5% per annum, but such deposit account carries a variable rate and the Company cannot assure its
stockholders that such rate will not decrease or increase significantly. The Company’s management (“Management”)
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement,
although substantially all of the net proceeds were intended to be applied generally toward consummating a Business Combination. There
was no assurance that the Company will be able to complete a Business Combination successfully. The Company was required to 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 (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 would only complete a Business
Combination if the post-Business Combination company owned or acquired 50% or more of the outstanding voting securities of the target
or otherwise acquired a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act. The Company would have provided 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 would seek stockholder approval of a Business Combination
or conduct a tender offer would have been made by the Company, solely in its discretion. The Public Stockholders would have been entitled
to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.99 per Public Share as of September
30, 2024), including any pro rata interest earned on the funds held in the Trust Account and net of taxes paid or payable). There would
be no redemption rights upon the completion of a Business Combination with respect to the Warrants. Prior to the Company’s announcement on November
8, 2024 of its decision to dissolve and liquidate, the Company would have proceeded with a Business Combination only if the Company had
net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company had
sought stockholder approval, a majority of the shares voted were voted in favor of the Business Combination. If a stockholder vote was
not required by law and the Company does not decided to hold a stockholder vote for business or other reasons, the Company would have,
pursuant to its Amended and Restated Certificate of Incorporation (as amended and currently in effect, the “Amended and Restated
Charter”), conducted the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC
prior to completing a Business Combination. If, however, stockholder approval of the transaction was required by law, or the Company decided
to obtain stockholder approval for business or other reasons, the Company would have offered 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 had sought stockholder approval in
connection with a Business Combination, the Founder Share Holders (as defined in Note 5) agreed to vote their 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 might elected to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction
or do not vote at all. Upon approval by the Company’s stockholders of the Redemption Limitation Amendment Proposal (as defined below)
at the First Special Meeting (as defined below), the net tangible asset limitation was removed from the Amended and Restated Charter. Notwithstanding the above, if the Company had
sought stockholder approval of a Business Combination and it did not conduct redemptions pursuant to the tender offer rules, the Amended
and Restated Charter provided that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom
such stockholder was acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), would have been 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 Founder Share Holders have agreed (i) 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 and (ii) not to propose an amendment to the Amended and Restated Charter (x) to modify the substance or timing of the ability
of the Public Stockholders to seek redemption in connection with the initial Business Combination or the Company’s obligation to
redeem 100% of its Public Shares if the Company did not complete an initial Business Combination within 36 months from the closing of
the Initial Public Offering or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity, unless the Company provided the Public Stockholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment. The Company initially had 18 months from the closing
of the Initial Public Offering to complete a Business Combination (the “Combination Period”). In connection with the First
Special Meeting and the Second Special Meeting (as defined below), the Combination Period was extended until up to November 9, 2024 (see
below). If the Company was unable to complete a Business
Combination within the Combination Period, the Company would have (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, redeemed the Public Shares, at a per-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 would have 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 (the “Board”), dissolve and liquidate, subject in each case 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 Warrants, which would have expired worthless if the Company had failed to complete a Business Combination
within the Combination Period. The Founder Share Holders agreed to waive its
liquidation rights with respect to the Founder Shares if the Company had failed to complete a Business Combination within the Combination
Period. However, if the Sponsor acquired Public Shares in or after the Initial Public Offering, such Public Shares would have been entitled
to liquidating distributions from the Trust Account if the Company had failed to complete a Business Combination within the Combination
Period. The underwriter of the Initial Public Offering had agreed to waive its rights to its deferred underwriting commission (see Note
6) held in the Trust Account in the event the Company did not complete a Business Combination within in the Combination Period and, in
such event, such amounts would have been included with the other funds held in the Trust Account that would have been available to fund
the redemption of the Public Shares. In the event of such distribution, it was possible that the per share value of the assets remaining
available for distribution would have been less than the per Unit amount held in the Trust Account ($10.99 per Public Share as of September
30, 2024, net of taxes paid or payable). In order to protect the amounts held in the Trust
Account, the Founder Share Holders 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 had discussed entering into a transaction agreement,
reduced the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share or (ii) 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 $10.20 per Public Share due to reductions
in the value of the Trust Account assets, less taxes payable, provided that such liability would have not applied 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 would have it
applied to any claims under the Company’s indemnity of the underwriter 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 was deemed to be unenforceable against a third party, the Sponsor would have not be responsible to the extent of any liability
for such third-party claims. The Company would seek to reduce the possibility that the Sponsor would 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 did 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. On July 23, 2024, the Company received a deficiency
letter from the Listing Qualifications Department (the “Nasdaq Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that, for the preceding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”)
was below the $50 million minimum requirement for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)
(the “MVLS Requirement”). On September 10, 2024, the Company received a
written notice from the Nasdaq Staff notifying the Company that the Nasdaq Staff has determined that for the last 30 consecutive business
days, from August 14, 2024 to August 27, 2024, the Company’s MVLS has been $50 million or greater. Accordingly, the Company has
regained compliance with the MVLS Requirement and the Nasdaq Staff has indicated that the matter is now closed. Extensions of the Combination Period On May 5, 2023, the Company held a special meeting
in lieu of an annual meeting of stockholders (the “First Special Meeting”), to, among other things, amend the Amended and
Restated Charter to (i) extend the date by which the Company has to consummate a Business Combination from May 9, 2023 to May 9, 2024
(the “First Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem Public Shares to
the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)
of the Exchange Act), of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The stockholders of the Company
approved the First Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the First Special Meeting and on May
5, 2023, the Company filed the required amendments to the Amended and Restated Charter with the Secretary of State of Delaware. In connection with the vote to approve the First
Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, Public Stockholders elected to redeem an aggregate of 19,732,125
Public Shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $205,478,750
(the “2023 Redemptions”). On May 9, 2024, the Company held a special meeting
in lieu of an annual meeting of stockholders (the “Second Special Meeting”), to amend the Amended and Restated Charter to
extend the date by which the Company has to consummate a Business Combination from May 9, 2024 on a monthly basis, up to six (6) times,
until November 9, 2024, or such earlier date as may be determined by the Board (the “Second Extension Amendment Proposal”).
The stockholders of the Company approved the Second Extension Amendment Proposal at the Second Special Meeting and on May 9, 2024, the
Company filed the required amendment to the Amended and Restated Charter with the Secretary of State of Delaware. In connection with the vote to approve the Second
Extension Amendment Proposal, Public Stockholders elected to redeem an aggregate of 4,585,351 Public Shares for cash at a redemption price
of approximately $10.89 per share, for an aggregate redemption amount of approximately $49,949,579. Following the Redemptions, the Company
has 682,524 Public Shares outstanding. On November 8, 2024, the Company announced that
its Board has determined that the Company (i) would abandon and not implement the proposal to extend the date by which the Company must
consummate an initial business combination from November 9, 2024 to November 9, 2025, which proposal was approved by the Company’s
stockholders at the special meeting of stockholders held on November 1, 2024, (ii) cease all operations except for the purpose of winding
up as soon as practicable, (iii) as promptly as reasonably possible redeem the Public Shares that were included in the Units issued in
the Company’s IPO at a per-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 franchise and income taxes
(less up to $100,000 of interest to pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law (the “Redemption”), and (iv) as promptly as reasonably possible following the Redemption,
subject to the approval of the Company’s remaining stockholders and its Board, liquidate the funds held in the Trust Account (the
“Liquidation”) and dissolve the Company (the “Dissolution”), subject in each case to its 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. The Sponsor has agreed to waive its redemption
rights with respect to the shares of Class B common stock of the Company issued prior to the IPO, including shares of the Company’s
Class A common stock issued upon conversion of the Class B common stock. In order to provide for the disbursement of funds from the Trust Account,
on November 11, 2024, the Company instructed Continental Stock Transfer & Trust Company (“Continental”), as its trustee,
to take all necessary actions to effect the Liquidation. The proceeds thereof, less $100,000 of interest to pay dissolution expenses and
net of franchise and income taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the
Public Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.90
per share (the “Redemption Amount”) after the payment of up to $100,000 of dissolution expenses, but before the payment of
taxes. All other costs and expenses associated with implementing the Dissolution will be funded from proceeds held outside of the Trust
Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their
Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,”
however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out
within ten business days after the instruction to Continental to commence the Redemption and Liquidation. Founder Share Conversions On May 5, 2023, the Company issued an aggregate
of 3,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)
to the Sponsor upon the conversion of an equal number of shares of the Company’s Class B common stock, par value $0.0001 per share
(the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) held by the Sponsor
as Founder Shares (the “2023 Founder Share Conversion”). The 3,000,000 shares of Class A Common Stock issued in
connection with the 2023 Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the
2023 Founder Share Conversion (see Note 5). On July 29, 2024, the Company issued an aggregate
of 3,249,999 shares of Class A Common Stock to the (i) Sponsor, and (ii) Rick Mazer, Dan Ginsberg, Tim Gannon, Terry Wilson and Greg Stevens,
the Company’s independent directors at the time of its Initial Public Offering (collectively, the “Founder Shareholders”),
upon the conversion of an equal number of shares of the Class B Common Stock held by the Founder Shareholders (the “2024 Founder
Share Conversion”). The 3,249,999 shares of Class A Common Stock issued in connection with the 2024 Founder Share Conversion are
subject to the same restrictions as applied to the Class B Common Stock before the 2024 Founder Share Conversion. As a result of the 2024
Founder Share Conversion, the Company had an aggregate of (x) 6,932,523 shares of Class A Common Stock and (y) 1 share of Class B Common
Stock issued and outstanding at September 30, 2024. Share Transfer Agreements In connection with the First Special Meeting,
the Company and the Sponsor entered into share transfer agreements with several holders of Public Shares, pursuant to which such holders
agreed not to redeem an aggregate of 5,000,000 shares of Class A Common Stock (the “Non-Redeemed Stock”). In exchange for
the foregoing commitments not to redeem such Non-Redeemed Stock, the Sponsor agreed to forfeit and surrender to the Company, for no consideration,
an aggregate of 1,500,000 shares of Class A Common Stock and Class B Common Stock held by the Sponsor, at the closing of the initial
Business Combination, and the Company agreed to issue an aggregate of 1,500,000 shares of Class A Common Stock to such holders at such
time. Liquidity and Going Concern As of September 30, 2024, the Company had $3,400
in its operating bank accounts, of which $0 was restricted to pay for taxes, $7,504,714 in cash held in the Trust Account to be used for
a Business Combination or to repurchase or redeem its Common Stock in connection therewith and a working capital deficit of $5,109,623.
Approximately $543,000 of interest income earned on funds held in the Trust Account is available to pay for taxes. Prior to the Company’s announcement on November
8, 2024 of its decision to dissolve and liquidate, the Company was using the funds not held in the Trust Account for identifying and evaluating
prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards
Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time,
which is considered to be at least one year from the date that the condensed financial statements are issued as it expects to continue
to incur significant costs in pursuit of its acquisition plans. The Company announced on November 8, 2024 its decision to dissolve and
liquidate with a redemption of the Company’s Public Shares which occurred on November 26, 2024. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company liquidate after November 26, 2024. The Company is within 12 months of its mandatory liquidation date
as of the time of filing of this quarterly report on Form 10-Q. Risks and Uncertainties 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”). The Excise Tax is imposed on the repurchasing
corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the Excise Tax. The Treasury has been given authority to provide regulations
and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. In April 2024, the Treasury issued proposed
regulations providing guidance with respect to the Excise Tax. Taxpayers may rely on these proposed regulations until final regulations
are issued. Under the proposed regulations, liquidating distributions made by publicly traded domestic corporations are exempt from the
Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such
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 foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company’s ability to complete a Business Combination. On May 5, 2023, in the 2023 Redemptions, Public
Stockholders elected to redeem 19,732,125 Public Shares for a total of $205,478,750 and on May 9, 2024, in the 2024 Redemptions, Public
Stockholders elected to redeem 4,585,351 Public Shares for a total of $49,949,579. As such the Company has recorded a 1% Excise Tax liability
in the aggregate amount of $2,554,283 on the accompanying condensed balance sheets as of September 30, 2024. The liability does not impact
the accompanying unaudited condensed statements of operations and is offset against additional paid-in capital or accumulated deficit
if additional paid-in capital is not available. 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 payment of this obligation. If the Company is unable to pay its
obligation in full, it 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. On October 28, 2024, the Company has filed an excise tax return for the year ended December 31, 2023. As of
the date of filing of these financial statements the Company has not yet paid the amount due. The Company’s results of operations and
its ability to complete an initial Business Combination could have been adversely affected by various factors that could cause economic
uncertainty and volatility in the financial markets, many of which were beyond the Company’s control. The Company’s business
could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation,
increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, including geopolitical instability,
such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time fully predict the likelihood of one or
more of the above events, their duration or magnitude or the extent to which they could negatively impact its business. |
