| 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”) as determined by the FASB ASC and pursuant to the accounting and disclosure rules and regulations 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, the accompanying
unaudited condensed financial statements do not include all of 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 condensed balance sheet at December 31, 2023 has
been derived from the audited financial statements at that date, but does not include all disclosures, including notes, required by GAAP
for complete financial statements. Correction of an Immaterial Error in Previously Issued Financial
Statements During the three months
ended December 31, 2023, the Company determined that it had made an error when calculating its December 31, 2022 accrual for legal fees
in connection with the Coincheck Business Combination. Accordingly, the Company recorded an adjustment and concurrently corrected
for an underaccrual of income taxes as of December 31, 2022 and revised the December 31, 2022 balances presented herein.
The revised reported amount of $(11,696,270) for the December 31, 2022 Stockholders’ Equity (Deficit) balance within
the accompanying unaudited condensed statements of changes in stockholders’ equity (deficit) corrects the balance of $(10,800,081)
previously reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the
SEC on August 18, 2023. The amounts reported for Stockholder Equity (Deficit) as of March 31, 2023 and June 30, 2023 in the accompany
unaudited condensed statements of changes in stockholders’ equity (deficit) have also been adjusted for this correction in the same
amount. Liquidity, Capital Resources and Going Concern As of June 30, 2024, the Company
had a working capital deficit of approximately $12,499,000, including approximately $1,000 in its operating bank account. The Company’s liquidity
needs to date have been satisfied through (i) a contribution of $25,000 from the Sponsor to cover certain expenses in exchange for
the issuance of the Founder Shares, (ii) an advance from an affiliate of the Sponsor of the payment of certain formation and operating
costs on behalf of the Company and (iii) the proceeds from the consummation of the Private Placement not held in the Trust Account. In
addition, as of June 30, 2024 and December 31, 2023, there was $896,000 and $781,000, respectively, outstanding under the WCL
Promissory Note and $1,108,711 and $0, respectively, outstanding under the 2024 Promissory Note (see Note 5). In connection with the Company’s
assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements
- Going Concern” (“ASC 205-40”), the Company has evaluated its liquidity and financial condition and determined that
it is probable the Company will not be able to meet its obligations over the period of one year from the issuance date of the accompanying
unaudited condensed financial statements. In addition, while the Company plans to seek additional funding or to consummate an initial
Business Combination, there is no guarantee the Company will be able to borrow such funds from its Sponsor, an affiliate of the Sponsor,
or certain of the Company’s officers and directors in order to meet its obligations through the earlier of the consummation of an
initial Business Combination or one year from this filing. The Company has determined that the uncertainty surrounding its liquidity condition
raises substantial doubt about its ability to continue as a going concern. The accompanying unaudited condensed financial statements do
not include any adjustments that might result from the outcome of this uncertainty. In connection with the vote to approve the Charter Amendment Proposals
and the 2023 Redemptions, the Company received $1,565,444 from Continental, the trustee of the Trust Account, from the excess interest
in the Trust Account, pursuant to the Company’s letter of instructions requesting a withdrawal sufficient to meet any potential
estimated tax obligations. In connection with the vote to approve the Second Extension Amendment Proposal and the 2024 Redemptions, the
Company received $518,050 from Continental, from the excess interest in the Trust Account, pursuant to the Company’s letter of instructions
requesting a withdrawal sufficient to meet any potential estimated tax obligations. The Company anticipates continuing to make payments
on its operating expenses, including taxes as they become due and payable through a combination of cash held on the balance sheet and
advances from the Working Capital Loans (as defined in Note 5) and under the 2024 Promissory Note. The Company estimates as of June 30,
2024, income taxes payable of $330,970. As of June 30, 2024, the Company’s cash balances are insufficient to pay its estimated income
tax obligation. The Sponsor has advised the Company that it is prepared to honor advances to meet the Company’s income tax obligations,
less any cash held on the Company’s balance sheet, as they become due. For
the six months ended June 30, 2024, the Company made payments for operating expenses, including taxes, as well as other expenses and obligations. Emerging Growth Company The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 that 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 accompanying
unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited
condensed 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 accompanying unaudited condensed financial statements, which Management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results
could differ significantly from those estimates. 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 $512 and $13,002
in cash and no cash equivalents as of June 30, 2024 and December 31, 2023, respectively. Income Taxes The Company complies with
the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an
asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax
expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31,
2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company has identified
the United States as its only “major” tax jurisdiction. Offering Costs The Company complies with
the requirements of FASB ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering
costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial
Public Offering. Offering costs are charged against the carrying value of Class A Common Stock or the statement of operations based on
the relative value of the Class A Common Stock and the Public Warrants to the proceeds received from the Units sold upon the completion
of the Initial Public Offering. Accordingly, offering costs in the aggregate of $13,427,731 were recognized, $269,805 of which
was allocated to the Warrants and immediately expensed included in formation costs and other operating expenses, and $13,157,926 was
allocated to Class A Common Stock, reducing the carrying amount of such shares. Cash Held in Trust Account On June 22, 2023, the Company
instructed Continental to liquidate the investments held in the Trust Account as of July 1, 2023, and instead to hold the funds
in the Trust Account in an interest-bearing demand deposit account at JPMorgan Chase Bank, N.A., with Continental continuing to act as
trustee, until the earlier of the consummation of the Business Combination or liquidation. As a result, at June 30, 2024 and December
31, 2023, the assets held in the Trust Account were held in an interest-bearing demand deposit account at a bank. Shares Subject to Possible Redemption All of the Class A Common
Stock sold as part of the Units in the Initial Public Offering contain a redemption feature that allows for the redemption of such shares
(i) in connection with the Company’s liquidation, (ii) if there is a shareholder vote or tender offer in connection with the Business
Combination and (iii) in connection with certain amendments to the Amended and Restated Charter. In accordance with ASC 480, conditionally
redeemable Class A Common Stock (including Class A Common Stock 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, such shares are classified as stockholders’ equity. Ordinary liquidation events, which
involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly,
as of June 30, 2024 and December 31, 2023, 3,517,087 and 3,517,087 shares of Class A Common Stock, respectively, representing
the Public Shares, subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside
of the stockholders’ equity (deficit) section of the accompanying condensed balance sheets. The Company recognizes changes
in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Common Stock to equal the redemption
value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Common Stock are affected
by charges against shares of Common Stock and accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with
the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares,
the (i) Class A Common Stock subject to possible redemption and non-redeemable Class A Common Stock and (ii) Class B Common Stock. Income
and losses are shared pro rata between the two classes of shares. Net income (loss) per share of Common Stock is computed by dividing
net income (loss) by the weighted average number of Common Stock outstanding during the period. The calculation of diluted
net income (loss) per share does not consider the effect of the (i) Public Warrants issued in connection with the Initial Public Offering,
(ii) sale of the Private Placement Warrants in the Private Placement and (iii) shares of Common Stock and Warrants issuable upon the conversion
of the WCL Promissory Note, because the exercise of the Warrants and the conversion of the WCL Promissory Note is contingent upon the
occurrence of future events. The following tables reflect
the calculation of basic and diluted net income (loss) per share:
For the Three Months Ended For the Six Months Ended
2024 2023 2024 2023
Net Income (Loss) $ (123,955 ) $ 2,138,445 $ (350,829 ) $ 3,925,888
Accretion of redeemable Common Stock to redemption amount (507,887 ) (2,237,313 ) (423,944 ) (4,190,672 )
Excise Taxes on stock redemption (63,078 ) (2,070,896 ) (63,078 ) (2,070,896 )
Net income (loss) including
accretion of temporary equity to redemption value and Excise Taxes on stock redemption $ (694,920 ) $ (2,169,764 ) $ (837,851 ) $ (2,335,680 )
For the Three Months Ended For the Six Months Ended
2024 2023 2024 2023
Redeemable Non- Redeemable Non- Redeemable Non- redeemable Redeemable Non-
Basic and diluted net income (loss) per share
Numerator:
Allocation of net income (loss) including accretion of temporary equity to redemption value $ (242,510 ) $ (452,410 ) $ (1,698,580 ) $ (471,184 ) $ (292,389 ) $ (545,462 ) $ (1,828,466 ) $ (507,214 )
Accretion of redeemable Common Stock to redemption value 507,887 - 2,237,313 - 423,944 - 4,190,672 -
Excise Taxes on stock redemption 63,078 - 2,070,896 - 63,078 - 2,070,896 -
Net income (loss) $ 328,445 $ (452,410 ) $ 2,609,629 $ (471,184 ) $ 194,633 $ (545,462 ) $ 4,433,102 $ (507,214 )
Denominator:
Basic and diluted weighted average shares of Common Stock outstanding 3,517,087 6,561,252 23,652,784 6,561,252 3,517,087 6,561,252 23,652,784 6,561,252
Basic and diluted net income (loss) per share $ 0.09 $ (0.07 ) $ 0.11 $ (0.07 ) $ 0.06 $ (0.08 ) $ 0.19 $ (0.08 ) Concentration of Credit Risk Financial instruments that
potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may
exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account
and Management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for derivative
financial instruments in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative
financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance
and remeasured at each reporting date, with changes in the fair value reported in the accompanying unaudited condensed statements of operations.
The classification of derivative financial instruments is evaluated at the end of each reporting period. 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 accompanying condensed 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. Warrants The Company accounts for the
Warrants as liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative
guidance in ASC 480 and ASC 815. The assessment considers whether the Warrants (i) are freestanding financial instruments pursuant to
ASC 480, (ii) meet the definition of a liability pursuant to ASC 480, and (iii) meet all of the requirements for equity classification
under ASC 815, including whether the Warrants are indexed to the Company’s own Common Stock and whether the warrant holders could
potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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 reporting period while the Warrants are outstanding. Because the Company does not control the occurrence of
events, such as a tender offer or exchange, that may trigger cash settlement of the Warrants where not all of the stockholders also receive
cash, the Warrants do not meet the criteria for equity treatment thereunder, as such, the Warrants must be recorded as derivative liability. 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 balance sheet date thereafter. Changes in the
estimated fair value of the Warrants are recognized as a non-cash gain or loss on the accompanying unaudited condensed statements of operations. Recently Issued Accounting Standards Management does not believe
that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
accompanying unaudited condensed financial statements. Subsequent Events Management of the Company
evaluates events that have occurred after the balance sheet date of June 30, 2024 through the date the accompanying unaudited condensed
financial statements were issued. Based upon the review, Management did not identify any recognized or non-recognized subsequent events
that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements, except as follows: In connection with the 2024
Special Meeting and the vote to approve the Second Extension Amendment Proposal, Public Stockholders holding 592,601 As a result of the 2024 Redemptions,
there are 9,485,736 shares of Class A Common Stock issued and outstanding. On
July 18, 2024, the Company received a written notice (the “36-Month Notice”) from the Nasdaq Staff indicating that unless
the Company timely requests a hearing before the Nasdaq Hearings Panel, trading of the Company’s securities on Nasdaq would be
suspended due to the Company’s non-compliance with Nasdaq Listing Rule IM-5101-2 (the “36-Month Rule”), which requires
that a special purpose acquisition companies (“SPAC”) complete one or more business combinations within 36 months of the
effectiveness of its initial public offering registration statement. The Company timely requested a hearing before the Nasdaq Hearings
Panel to appeal the 36-Month Notice. On July 25, 2024, Nasdaq granted the Company’s hearing request, which stayed the suspension
of trading of the Company’s securities on Nasdaq until the hearing process concludes and the Nasdaq Hearings Panel issues a written
decision. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance
with the 36-Month Rule, and maintain compliance with other Nasdaq listing requirements. On July 29, 2024, the underwriters of the Initial Public Offering
agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete
a Business Combination within the Combination Period, pursuant to the Underwriting Agreement, dated June 29, 2021, the Company entered
into with Morgan Stanley & Co. LLC (the “Underwriting Agreement”), and, in such event, such amounts will be included with
the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares in the event of the Company’s
liquidation (see Note 1). |
