| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed
with the SEC on June 17, 2024 (the “Annual Report”). The accompanying condensed balance sheet as of December 31, 2023 has
been derived from the audited financial statements included in the Annual Report. The interim results for the three and six months ended
June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Emerging Growth Company Status 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, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
on on-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during
the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $900 and $30,850 in cash and
did not have any cash equivalents as of June 30, 2024 and December 31, 2023, respectively. Cash Held in Trust Account In March 2023, the Company liquidated the money
market funds held in the Trust Account. The funds in the Trust Account are now maintained in cash in an interest-bearing demand deposit
account at a bank until the earlier of consummation of the initial Business Combination and liquidation. Prior to liquidating the money
market funds, the Company’s portfolio of investments was comprised primarily of U.S. Treasury securities. The Company classified
its money market funds as trading securities in accordance with ASC Topic 320, “Investments-Debt Securities.” Trading securities
are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair
value of these securities is included in interest income from Trust Account in the accompanying statements of operations. As of June 30, 2024 and December 31, 2023, the
assets held in the Trust Account were $15,881,487 and $24,782,259, respectively. Concentration of Credit Risk Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $250,000. At June 30, 2024 and December 31, 2023, the Company has not experienced losses on this account
and management believes the Company could be exposed to significant risks on the funds held in trust account. Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurement”
(“ASC 820”), defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the
buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach,
income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent
the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable
inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from
sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller
would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three
levels based on the inputs as follows:
● Level
1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the
ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that
are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
● Level
2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that
are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that
are derived principally from or corroborated by market through correlation or other means.
● Level
3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of certain of the Company’s
assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance
sheets. The fair values of prepaid expenses, accounts payable and accrued expenses, and due to related party are estimated to approximate
the carrying values as of June 30, 2024 and December 31, 2023 due to the short maturities of such instruments. Offering Costs Associated with IPO The Company complies with the requirements of
the FASB ASC 340-10-S99, “Other Assets and Deferred Costs – SEC Materials,” and SEC Staff Accounting Bulletin (“SAB”)
Topic 5A, “Expenses of Offering”. Offering costs consist principally of underwriting fees, professional fees and registration
fees that are related to the IPO. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds
from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds
from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value
of the warrants and then the Class A ordinary shares. Offering costs in the aggregate of $16,236,137
were charged to shareholders’ equity (deficit) (consisting of $5,724,193 in underwriting fees, $10,017,338 in deferred underwriting
fees, and $494,606 in other offering costs), and offering costs in the aggregate of $795,046 were recorded as other income (loss) (consisting
of $275,807 in underwriting fees, $482,662 in deferred underwriting fees, and $36,577 in other offering costs) during the three months
ended March 31, 2021. On August 10, 2023, the underwriter waived its entitlement to the deferred underwriting fees, see Note 10. 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 FASB ASC Topic 480, “Distinguishing Liabilities from Equity.”
Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are 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 possible 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.
The Company’s Class A ordinary 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, all ordinary shares subject to possible redemption are
presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. In connection with the extraordinary general
meeting of shareholders held on February 14, 2023, February 16, 2024 and May 15, 2024, holders of 27,785,141, 641,303 and 208,674 Class
A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately
$10.18, $11.29 and $11.52 per share, for an aggregate redemption amount of $282,903,643, $7,241,004 and $2,403,928, respectively. As a result, following satisfaction of such
redemptions and after giving effect to the conversion of an aggregate of 7,350,350 Class B ordinary shares into an equal number of
Class A ordinary shares held by the Sponsor, the Company has 8,715,232 (1,364,882 of which are subject to redemption) Class A
ordinary shares outstanding and the balance in the Trust Account is approximately $15.88 million as of June 30, 2024. At June 30, 2024 and December 31, 2023, the Class A ordinary shares
subject to possible redemption reflected in the balance sheets are reconciled in the following table:
Shares Amount
Class A ordinary shares subject to possible redemption as of December 31, 2022 30,000,000 $ 304,086,289
Add: Accretion of interest income to Class A ordinary shares subject to possible redemption — 2,774,613
Add: Accretion of extension deposit to Class A ordinary shares subject to possible redemption — 825,000
Less: Class A ordinary shares redeemed, including interest (27,785,141 ) (282,903,643 )
Class A ordinary shares subject to possible redemption as of December 31, 2023 2,214,859 24,782,259
Add: Accretion of interest income to Class A ordinary shares subject to possible redemption — 262,495
Add: Accretion of extension deposit to Class A ordinary shares subject to possible redemption — 169,413
Less: Class A ordinary shares redeemed, including interest (641,303 ) (7,241,004 )
Class A ordinary shares subject to possible redemption as of March 31, 2024 1,573,556 $ 17,973,163
Add: Accretion of interest income to Class A ordinary shares subject to possible redemption — 183,152
Add: Accretion of extension deposit to Class A ordinary shares subject to possible redemption — 129,100
Less: Class A ordinary shares redeemed, including interest (208,674 ) (2,403,928 )
Class A ordinary shares subject to possible redemption as of June 30, 2024 1,364,882 15,881,487 Upon closing of the Business Combination on
July 9, 2024, holders of an additional 1,138,361 Class A ordinary shares of the Company properly exercised their right to redeem
their shares for cash at a redemption price of approximately $11.64, for an aggregate redemption amount of $13,245,735, leaving
226,521 Class A ordinary shares still outstanding. Convertible Promissory Notes The Company elected to account for the Convertible Promissory Notes
(which include the $1.5 Million Convertible Promissory Note, the 2024 Convertible Promissory Note and the Extension Notes) entered into
with the Sponsor pursuant to the fair value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” election,
to the extent not otherwise prohibited by ASC 825-10-15-5, to be afforded to financial instruments, wherein the financial instrument is
initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at
each reporting period date. Differences between the face value of the Convertible Promissory Notes and fair value at issuance are recognized
as either an expense in the condensed statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount).
Any material changes in the estimated fair value of the Convertible Promissory Notes are recognized as non-cash gains or losses in the
statements of operations. The Company believes that the fair value option better reflects the underlying economics of the Convertible
Promissory Notes. As such, the Convertible Promissory Notes were initially measured at $1,415,589 as of the issue dates (including $784,874
under the $1.5 Million Convertible Promissory Note, $65,573 under the 2024 Convertible Promissory Note and $565,142 under the Extension
Notes). For the three and six months ended June 30, 2024, $171,663 and $252,147 excess of proceeds over fair value at issuance was recorded
as additional paid-in capital in the accompanying statements of shareholders’ deficit, respectively. For the three and six months
ended June 30, 2023, $230,045 and $493,671 excess of proceeds over fair value at issuance was recorded as additional paid-in capital in
the accompanying unaudited condensed changes in statements of shareholders’ deficit. As of June 30, 2024 and December 31, 2023,
the fair value of the Convertible Promissory Notes was $1,123,196 and $675,934, respectively, under the $1.5 Million Convertible
Promissory Note, the fair value of the Convertible Promissory Notes was $65,660 and $0, respectively, under the 2024 Convertible Promissory
Note and the fair value of the convertible promissory note was $841,286 and $491,502, respectively, under the Extension Notes, respectively.
For the three and six months ended June 30, 2024, the Company recognized an unrealized loss of $153,099 and $205,117, respectively, attributable
to the change in fair value of $1.5 Million Convertible Promissory Note, unrealized loss of $87 and $87, respectively, attributable to
the change in fair value of the 2024 Convertible Promissory Note and unrealized loss of $116,072 and $158,027, respectively, attributable
to the change in fair value of the Extension Notes respectively, in the condensed statements of operations. For the three and six months
ended June 30, 2023, the Company recognized $866 and $1,533 unrealized loss on fair value changes of the Convertible Promissory Notes,
respectively, attributable to the change in fair value of the $1.5 Million Convertible Promissory Notes and unrealized loss of $622 and
$856, respectively, attributable to the change in fair value of Extension Notes, respectively, in the condensed statements of operations. Capital Contribution Note The Company elected to account for the Capital
Contribution Note entered into with Polar and the Sponsor (the March 2023 Subscription Agreement) on March 9, 2023, pursuant to the fair
value option under ASC 825. ASC 825-10-15-4 provides for the “fair value option” election, to the extent not otherwise prohibited
by ASC 825-10-15-5, to be afforded to financial instruments, wherein the financial instrument is initially measured at its issue-date
estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Differences
between the face value of the Capital Contribution Note and fair value at issuance are recognized as either an expense in the condensed
statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Any material changes in the estimated
fair value of the Capital Contribution Note are recognized as non-cash gains or losses in the statements of operations. The Company believes
that the fair value option better reflects the underlying economics of the Capital Contribution Note. The fair value of the Capital Contribution
Note will include both the fair value of the 300,000 shares in consideration for the Capital Calls as described in Note 7 and the principal
as of each reporting date. As such, the Capital Contribution Note was initially measured at $1,359,720 as of the issue date (March 24,
2023 and May 24, 2023). The $ nil October 2023 Subscription Agreement The Company analyzed the October 2023 Subscription
Agreement (as defined in Note 8) under ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, Derivatives and Hedging,
and concluded that, (i) the Subscription Shares (as defined in Note 8) issuable under the October 2023 Subscription Agreement are not
required to be accounted for as a liability under ASC 480 or ASC 815, (ii) bifurcation of a single derivative that comprises all of the
fair value of the Subscription Share feature(s) (i.e., derivative instrument) is not necessary under ASC 815-15-25, and (iii) bifurcation
of a single derivative that comprises all of the fair value of the Termination (as defined in Note 8) feature (i.e., derivative instrument)
is necessary under ASC 815-15-25. As a result, the Company analyzed the October 2023 Subscription Agreement under ASC 470 “Debt”
and concluded that, the Subscription Shares are representative of an equity classified freestanding financial instrument issued in a bundled
transaction with a loan which is representative of a liability classified freestanding financial instrument which contains a derivative
instrument which is required to be bifurcated and classified and accounted for as a derivative liability measured at fair value, on a
recurring basis, with changes in fair value recorded within the accompanying statements of operations. As a result, the Company recorded
the October 2023 Subscription Agreement using the with-and-without method of accounting combined with the relative fair value method of
accounting when allocating the proceeds received under the October 2023 Subscription Agreement, as required under ASC 470. Warrant Liability The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the
fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date. The Company accounts for the warrants issued in
connection with the IPO and the private placement in accordance with the guidance contained in ASC 815-40. Such guidance provides that
because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly,
the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each reporting periods.
With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s
statements of operations. As of June 30, 2024 and December 31, 2023, there were 15,333,333 public and private warrants outstanding
(not including the 1,807,465 and 1,306,385 warrants as of June 30, 2024 and December 31, 2023, that could be issued upon conversion of
the Convertible Promissory Notes). Net Loss Per Share The Company has two classes of shares, which
are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the
two classes of shares. As of June 30, 2024, the 15,333,333 potential ordinary shares for outstanding warrants to purchase the Company’s
stock, the 1,807,465 potential ordinary shares for the warrants that could be issued upon conversion of the Convertible Promissory Notes,
to purchase the Company’s stock, the 330,000 potential ordinary shares (as discussed above and as described in Note 7) and the
750,000 Subscription Shares (as defined in Note 8) that will be issued to Polar at the Closing were excluded from diluted net loss per
share for the three and six months ended June 30, 2024 because the warrants and the shares that will be issued to Polar are contingently
exercisable, and the contingencies have not yet been met. As of June 30, 2023, the 15,333,333 potential ordinary shares for outstanding
warrants to purchase the Company’s stock, 535,709 potential ordinary shares for the warrants that could be issued upon conversion
of the Convertible Promissory Notes, to purchase the Company’s stock, the 330,000 potential ordinary shares (including 30,000 shares
in consideration of the $300,000 principal amount outstanding under the Capital Contribution Note, if Polar elects to receive shares
at a rate of one Class A ordinary share for each $10.00, and 300,000 shares in consideration of the Capital Calls as described in Note
7) were excluded from diluted net loss per share for the three and six months ended June 30, 2023 because the warrants and the shares
that will be issued to Polar are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss
per share is the same as basic net loss per share for the periods. In addition, any shares subject to forfeiture are not included in
the weighted average shares outstanding until the forfeiture restrictions lapse. The table below presents a reconciliation of the
numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares. Because the redemption
value of the Class A ordinary shares approximates their fair value, remeasurement to redemption value is not impacting allocable
earnings.
For the Three Months Ended June 30,
2024 2023
Redeemable Non Redeemable Non
Basic and diluted net loss per share:
Numerator:
Allocation of net loss $ (138,085 ) $ (704,339 ) $ (40,983 ) $ (138,779 )
Denominator:
Weighted-average shares outstanding 1,470,366 7,500,000 2,214,859 7,500,000
Basic and diluted net loss per share $ (0.09 ) $ (0.09 ) $ (0.02 ) $ (0.02 )
For the Six Months Ended June 30,
2024 2023
Redeemable Non Redeemable Non
Basic and diluted net loss per share:
Numerator:
Allocation of net loss $ (601,272 ) $ (2,672,205 ) $ (205,026 ) $ (163,067 )
Denominator:
Weighted-average shares outstanding 1,687,572 7,500,000 9,429,785 7,500,000
Basic and diluted net loss per share $ (0.36 ) $ (0.36 ) $ (0.02 ) $ (0.02 ) Income Taxes The Company accounts for income taxes under FASB
ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of June 30, 2024 and 2023. The Company’s management determined that the
Cayman Islands and Singapore are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and December 31, 2023, there were no unrecognized tax
benefits and no amounts were accrued for the payment of interest and penalties. 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 subject to income tax
examinations by major taxing authorities since inception. There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company,
but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections
are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur
to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a
U.S. trade or business at this time. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt-Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies
accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement
conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share
calculation in certain areas. ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023
and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The
Company has adopted this guidance on January 1, 2024 and there was no material impact to its condensed financial statements. In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information
within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective
for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption
of ASU 2023-09 will have a material impact on its financial statements and disclosures. The Company’s management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on these
financial statements. |
