| 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 in conformity with accounting
principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC,
specifically Article 8.03 of regulation S-X, and reflect all adjustments, consisting only of normal recurring adjustments, which are,
in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2024, and the results of operations
and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance
with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full
year. The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements
and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with
the SEC on April 1, 2024 (“2023 Form 10-K”). All
dollar amounts are rounded to the nearest thousand dollars. Emerging
Growth Company: The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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. 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 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 standard. Net
Income (Loss) per Ordinary Share: The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260 (“FASB ASC 260”), “Earnings Per
Share.” Net income or loss per ordinary share is computed by dividing net income or loss applicable to the holders of Ordinary
Shares by the weighted average number of ordinary shares outstanding during the period plus, to the extent dilutive, the incremental
number of ordinary shares to settle warrants, as calculated using the treasury stock method. The
Company has not considered the effect of the Public Warrants and Private Placement to purchase an aggregate of 20,500,000 At
June 30, 2024 and 2023, the Company has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B
Ordinary Shares. Income and losses are shared pro rata among the two classes of shares. Net income (loss) per ordinary share is calculated
by dividing the net income (loss) by the weighted average number of ordinary shares outstanding during the respective period. The
following table reflects the net income per ordinary share after allocating income between the shares based on outstanding shares. Schedule of Net Income Per Share after Allocating Income Between the Shares Based on Outstanding Shares
For the three months ended June 30, 2024 For the three months ended June 30, 2023
Class A Class B Class A Class B
Numerator:
Allocation of (loss) income – basic and diluted $ (1,526,000 ) $ (1,665,000 ) $ 470,000 $ 486,000
Denominator:
Weighted average ordinary shares outstanding – basic and diluted 3,390,000 3,700,000 4,845,000 5,000,000
Net (loss) income per ordinary share – basic and diluted $ (0.45 ) $ (0.45 ) $ 0.10 $ 0.10
For the six months ended June 30, 2024 For the six months ended June 30, 2023
Class A Class B Class A Class B
Numerator:
Allocation of (loss) income – basic and diluted $ (1,525,000 ) $ (1,665,000 ) $ 1,071,000 $ 432,000
Denominator:
Weighted average ordinary shares outstanding – basic and diluted 3,390,000 3,700,000 12,381,000 5,000,000
Net (loss) income per ordinary share – basic and diluted $ (0.45 ) $ (0.45 ) $ 0.09 $ 0.09 Investments
held in Trust Account: The
Company complies with FASB ASC Topic 820 (“FASB ASC 820”), “Fair Value Measurements and Disclosures,” for its
financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and
liabilities that are re-measured and reported at fair value at least annually. Upon
the closing of the Public Offering and the Private Placement, a total of $ 204,000,000 167 17,910,004 89.6 187,475,000 23,626,000 22,890,000 185 The
Company classifies its U.S. government treasury bills and equivalent securities, when it has them, as held-to-maturity in accordance
with FASB ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which
the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized
cost on the balance sheets and adjusted for the amortization of discounts. Cash
and cash equivalents: The
Company considers all highly liquid instruments with maturities of one year or less when acquired to be cash equivalents. As of June
30, 2024 and December 31, 2024, cash and cash equivalents totaled approximately $ 592,000 14,000 Concentration
of Credit Risk: Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions,
which at times, may exceed the Federal depository insurance coverage of $ 250,000 Financial
Instruments: The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, approximates the
carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair
Value Measurements: The
Company complies with FASB ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting
period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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. 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 financial statements in conformity with accounting principles generally accepted in the United States of America requires
the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 June 30, 2024, 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. One of the more significant accounting estimates included in these condensed financial statements is the determination
of the fair value of the Public Warrant and the Private Placement Warrant liabilities. Offering
Costs: The
Company complies with the requirements of the 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 were approximately $ 11,725,000 725,000 11,000,000 11,234,000 491,000 175,000 During
the three and six months ended June 30, 2024, an underwriter representing 52.5 3,675,000 3,417,000 258,000 47.5 Class
A Ordinary Shares Subject to Possible Redemption: All
of the 20,000,000 167 17,910,004 89.6 187,475,000 2,089,996 In
accordance with FASB ASC Topic 480 (“FASB ASB 480”), “Distinguishing Liabilities from Equity, 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. Although the Company did not specify a maximum redemption threshold, its Articles provide that in no event will it redeem
its Public Shares in an amount that would cause its net tangible assets (tangible assets less intangible assets and liabilities) to be
less than $ 5,000,001 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 Ordinary Shares are affected by adjustments to additional paid-in
capital. Accordingly, as of June 30, 2024 and December 31, 2023, 2,089,996 Schedule of Class A Ordinary Shares Subject to Redemption
Dollars Shares
Gross proceeds of Public Offering $ 200,000,000 20,000,000
Less: Proceeds allocated to Public Warrants (7,900,000 ) —
Offering costs (11,234,000 ) —
Plus: Remeasurement of carrying value to redemption value at Public Offering date 23,134,000 —
Subtotal at the date of the Public Offering and at December 31, 2021 204,000,000 20,000,000
Plus: Remeasurement of carrying value to redemption value at December 31, 2022 2,946,000 —
Subtotal at December 31, 2022 206,946,000 20,000,000
Less: Payments to shareholders who elected to redeem 17,910,004 (187,475,000 ) (17,910,004 )
Plus: Remeasurement of carrying value to redemption value at December 31, 2023 3,419,000 —
Subtotal at December 31, 2023 22,890,000 2,089,996
Plus: Remeasurement of carrying value to redemption value at June 30, 2024 736,000 —
Class A Ordinary Shares subject to redemption at June 30, 2024 (unaudited) $ 23,626,000 2,089,996 Income
Taxes: FASB
ASC 740 (“FASB ASC 740”), “Income Taxes” 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 No The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740. Deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to differences between the financial statements 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. Derivative
Financial Instruments: The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with FASB ASC Topic 815 (“FASB ASC 815”), “Derivatives and Hedging.” For derivative
financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance,
and the liability is then re-valued at each reporting date, as determined by the Company based upon observable inputs or a valuation
report obtained from its independent third-party valuation firm, with changes in the fair value reported in the unaudited condensed 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’s warrant liability is a derivative financial instrument. See Note 7. Stock-Based
Compensation The Company
accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation—Stock Compensation” (“ASC
718”), which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair
value-based method of accounting for an employee stock option or similar equity instrument. The Company recognizes all forms of stock-based
payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based
on the estimated number of awards that are ultimately expected to vest. The Founder Shares were granted subject to certain performance
conditions: the occurrence of a Business Combination. Compensation expense related to the Founder Shares is recognized only when the
performance conditions are probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation
expenses are included in general and administrative expenses in the statement of operations. Stock-based payments issued to placement
agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. Recent
Accounting Pronouncements: 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 consolidated financial
statements and disclosures. Management
does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the Company’s financial statements. Subsequent
Events: The
Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial
statements were issued. All such events that would require adjustment or disclosure have been so disclosed in the unaudited condensed
financial statements – See Note 1 regarding the further extension of time to complete a business combination from July 25, 2024
to October 25, 2024 made in July 2024. |
