| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accompanying unaudited condensed financial
statements of the Company are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to
Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included
in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of
the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods 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 March 29, 2024. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative
of the results to be expected for the period ending December 31, 2024 or for any other future periods. Mandatory Liquidation, Liquidity and Going Concern: The Company had approximately $890,000 in cash
and approximately $17,625,000 of negative working capital (excluding approximately $243,000 of taxes payable that will be paid from interest
income earned on assets held in the Trust Account) at September 30, 2024. Further, the Company has segregated approximately $861,000 of
cash for the payment of excise taxes on the redemptions of Class A common stock in connection with the 2023 Extension Meeting. Further,
the Company is incurring, and expects to continue to incur, significant costs in the pursuit of an initial business combination. These
conditions indicate that the Company needs additional working capital. In addition, if the Company cannot complete a Business Combination
before the Extended Date, March 31, 2025 (or June 30, 2025 if extended as permitted by the board of directors), or such later date
if stockholders approve an extension of such date, it could be forced to wind up its operations and liquidate unless it receives an extension
approval from its stockholders. These conditions raise substantial doubt about the Company’s ability to continue as a going concern
for a period of time within one year after the date that the unaudited condensed financial statements are issued. The Company’s
plan to deal with this uncertainty is to complete a Business Combination prior to the Extended Date, or such later date up to June 30,
2025, as may be resolved by the Company’s board of directors, or if stockholders approve an extension of such date, to receive working
capital from its Sponsor and/or external financing sources to the extent necessary and to work with creditors to defer payments. There
is no assurance that the Company’s plans to consummate a Business Combination, work with creditors to defer payments and continue
to receive loans, if available, from its Sponsor and/or external financing sources will be successful or successful within the required
timeframe. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Emerging Growth Company: 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 (the “Exchange Act”)) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not
to opt out of such extended transition period which means that when an accounting 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 standards. This may make comparison of the Company’s unaudited condensed financial statements
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the
extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Income or Loss per Share of Common Stock: The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share of common stock is computed by dividing
net income or loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period
plus, to the extent dilutive, the incremental number of shares of common stock to settle Warrants, as calculated using the treasury stock
method. The Company has not considered the effect of the
Warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,576,712 shares of Class A common stock in the
calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method and are contingent
on future events. As a result, diluted income (loss) per share of Class A common stock is the same as basic income (loss) per share of
common stock for the periods presented. The Company has two classes of common stock, which
are referred to as shares of Class A common stock and shares of Class B common stock. Income and losses are shared pro rata among the
two classes of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted
average number of shares of common stock outstanding during the respective period. The changes in redemption value that are accreted to
Class A common stock subject to redemption (see below) are representative of fair value and therefore is not factored into the calculation
of earnings per share. The following tables reflect the net (loss) per
share after allocating income between the shares based on outstanding shares:
Three months ended Three months ended
Class A Class B Class A Class B
Numerator:
Basic and diluted net income (loss) per share of common stock:
Allocation of income (loss) – basic and diluted $ (3,159,000 ) $ (6,813,000 ) $ 187,000 $ 63,000
Denominator:
Basic and diluted weighted average shares of common stock: 5,269,000 11,364,000 33,911,000 11,364,000
Basic and diluted net income (loss) per share of common stock $ (0.60 ) $ (0.60 ) $ 0.01 $ 0.01
Nine months ended Nine months ended
Class A Class B Class A Class B
Numerator:
Basic and diluted net income (loss) per share of common stock:
Allocation of income (loss) – basic and diluted $ (6,659,000 ) $ (12,728,000 ) $ 2,553,000 $ 853,000
Denominator:
Basic and diluted weighted average shares of common stock: 5,946,000 11,364,000 34,032,000 11,364,000
Basic and diluted net income (loss) per share of common stock $ (1.12 ) $ (1.12 ) $ 0.08 $ 0.08 Cash and Cash Equivalents: The Company considers all highly liquid instruments
with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at September
30, 2024 or December 31, 2023. Concentration of Credit Risk: Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal
Deposit Insurance Corporation coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse
impact on the Company’s financial condition, results of operations and cash flows. Fair Value of Financial Instruments: The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the unaudited condensed balance sheets primarily due to their short-term nature, except for derivative
warrant liabilities (see Note 7). 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 used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates: The preparation of the unaudited condensed 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 unaudited condensed financial
statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed as of September 30, 2024 and December 31, 2023, 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. Offering Costs: The Company complies with the requirements of FASB
ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - “Expenses of Offering.” Costs incurred in connection with
preparation for the Public Offering totaled approximately $19,740,000 including Company costs of approximately $990,000 together with
$18,750,000 of underwriters’ discount, have been allocated to Class A common stock subject to redemption ($19,018,000) and derivative
warrant liabilities ($722,000), based on their relative values, and charged to temporary equity or expense (in the case of the portion
allocated to derivative warrant liabilities) upon completion of the Public Offering. Income Taxes: The Company follows the asset and liability method
of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the unaudited condensed balance sheet carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists
of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered either
start-up or business combination costs and are not currently deductible. Further, warrant costs and income from change in fair value of
derivative warrant liabilities may not be deductible or includible in taxable income. During the three months ended September 30, 2024
and 2023, the Company recorded income tax expense of approximately $140,000 and $943,000, respectively, and during the nine months ended
September 30, 2024 and 2023, the Company recorded income tax expense of approximately $476,000 and $2,553,000, respectively. The tax provision
results from taxable interest income earned on the Trust Account, which was partially offset by deductible franchise taxes. The Company’s
effective tax rate for three months ended September 30, 2024 and 2023 was approximately 1% and 79%, respectively, and for nine months
ended September 30, 2024 and 2023 the effective tax rate was approximately 3% and 48%, respectively. The effective tax rates differ from
the expected income tax rate primarily due to substantial non-deductible income or expense from warrant fair value adjustments, subscription
agreement fair value adjustments and the estimated fair-value of Founder Shares provided in non-redemption agreements, as well as by the
start-up costs (discussed above) which are not currently deductible and business combination costs which may not be deductible or taxable.
At September 30, 2024 and December 31, 2023, the Company has a gross deferred tax asset of approximately $2,650,000 and $1,490,000, respectively,
primarily related to start-up and business combination costs. Management has determined that a full valuation allowance of the deferred
tax asset is appropriate at this time. 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 September 30, 2024 or December 31, 2023. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties
at September 30, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities
since inception. Class A Common Stock Subject to Possible Redemption: As discussed in Note 4, all of the 34,092,954 public
shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the
Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB
ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent
equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are
excluded from the provisions of FASB ASC 480. As a result of an amendment to its certificate of incorporation at September 30, 2024, the
Company no longer has a maximum redemption threshold upon the closing of a Business Combination. All shares of Class A common stock are redeemable
and classified as such on the Company’s unaudited condensed balance sheet until such time as a redemption event takes place. At
September 30, 2024, the value of Class A common stock that may be redeemed is equal to $10.73 per share (which is the assumed
redemption price) multiplied by 3,276,453 shares of Class A common stock (after deducting the 1,992,461 and 20,528,851 shares, respectively,
redeemed by stockholders on September 30, 2024 and January 10, 2024). At December 31, 2023, the value of Class A common stock that may
be redeemed is equal to approximately $10.48 per share (which is the assumed redemption price) multiplied by 25,797,765 shares of Class
A common stock (after deducting the 8,295,189 shares redeemed by stockholders on September 29, 2023). The Company recognizes changes immediately as they
occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount
of redeemable Class A common stock are affected by adjustments to accumulated deficit. Accordingly, at September 30, 2024 and December
31, 2023, all of the 3,276,453 and 25,797,765 public shares, respectively, were classified outside of permanent equity. Class A common
stock subject to possible redemption consist of:
Dollars Shares
Gross proceeds of Public Offering $ 340,930,000 34,092,954
Less: Proceeds allocated to Public Warrants (11,935,000 ) -
Offering costs (19,018,000 ) -
Plus: Accretion of carrying value to redemption value in 2021 30,953,000 -
Subtotal at date of Public Offering and December 31, 2021 340,930,000 34,092,954
Plus: Accretion of carrying value to redemption value in 2022 3,468,000 -
Subtotal at December 31, 2022 344,398,000 34,092,954
Less: Redemptions at September 29, 2023 (86,171,000 ) (8,295,189 )
Plus: Forgiveness of deferred underwriting compensation 11,933,000 -
Plus: Accretion of carrying value to possible redemption value in 2023 72,000 -
Shares of Class A common stock subject to possible redemption at December 31, 2023 $ 270,232,000 25,797,765
Less: Redemptions in January 2024 (215,340,000 ) (20,528,851 )
Redemptions Payable as of September 30, 2024 (21,400,000 ) (1,992,461 )
Plus: Accretion of carrying value to possible redemption value to September 30, 2024 1,674,000 -
Shares of Class A common stock subject to possible redemption at September 30, 2024 $ 35,166,000 3,276,453 Derivative Warrant Liabilities: The Company accounts for Warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether
the Warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the Warrants are outstanding. For issued or modified Warrants that meet all of
the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time
of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to
be recorded at their initial fair value on the date of issuance, and each unaudited condensed balance sheet date thereafter. Changes in
the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. Costs associated with
issuing the Warrants accounted for as liabilities are charged to operations when the Warrants are issued. The fair value of the Warrants
as described below in Note 7, is based upon or derived from the trading price of our warrants issued initially as part of the units offered
in our initial public offering (the “Public Warrants”) but now trade separately in an active, open market. Subscription Agreement/Extension Notes The Company elected the fair value option to account
for amounts received from its 2023 Subscription Agreement as well as its 2024 Subscription Agreement, each as defined and described in
Note 8. As a result of applying the fair value option, the Company recognizes the amounts received at fair value, with subsequent changes
in fair value recognized as a change in fair value in the statements of operations. The fair value is based on prices or valuation techniques
that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s
own estimates about the assumptions a market participant would use in pricing the liability. Founder Shares Granted Under Non-Redemption Agreements The Company accounts for the aggregate fair value
of founder shares to be transferred pursuant to the 2023 Non-Redemption Agreements and 2024 Non-Redemption Agreements (each as defined
in Note 9 below) as a deemed contribution to the capital of the Company from our Sponsor in the unaudited condensed statements of stockholders’
deficit in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T, and as a business combination cost in the unaudited
statements of operations. Recent Accounting Pronouncements: Management does not believe that any recently issued,
but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited
condensed financial statements. Subsequent Events: Management has evaluated subsequent events and
transactions occurring after September 30, 2024 (the unaudited condensed balance sheet date), up to the date of the unaudited condensed
financial statements were issued, including redemptions in connection with the 2024 Extension Meeting II that were paid after September
30, 2024 and the Nasdaq delisting notice received on October 1, 2024. These matters are discussed in Notes 1, 2, 3 and elsewhere in these
unaudited condensed financial statements. The Company has concluded that all such events and transactions that would require adjustment
or disclosure in the unaudited condensed financial statements have been recognized or disclosed. |
