Healthcare AI Acquisition (HAIUF) 10-K 3 Mar 25 2024 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2024	Feb. 28, 2025	Jun. 30, 2024
Document Information Line Items
Entity Registrant Name	HEALTHCARE AI ACQUISITION CORP.
Entity Central Index Key	0001848861
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		5,789,786
Entity Public Float			$ 6,687,916
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	001-41145
Entity Incorporation State Country Code	E9
Entity Tax Identification Number	98-1585450
Entity Address Address Line 1	8 The Green
Entity Address Address Line 2	Ste 15614
Entity Address City Or Town	Dover
Entity Address State Or Province	DE
Entity Address Postal Zip Code	19810
City Area Code	917
Icfr Auditor Attestation Flag	false
Auditor Name	Bush & Associates CPA LLC
Auditor Location	Henderson, Nevada
Auditor Firm Id	6797
Local Phone Number	446-0469
Entity Interactive Data Current	Yes
Class A Ordinary Share And Redeemable Warrant Member
Document Information Line Items
Security 12b Title	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	HAIUF
Ordinary Shares Class A Stocks Member
Document Information Line Items
Security 12b Title	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	HAIAF
Warrants Class A Ordinary Shares Member
Document Information Line Items
Security 12b Title	Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	HAIWF

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Assets
Cash on hand	$ 212	$ 212
Deferred offering costs	994,405	0
Prepaid expenses	0	0
Total current assets	994,617	212
Cash and investments held in trust account	4,664,536	6,588,790
Total assets	5,659,153	6,589,002
Liabilities and Shareholders' Equity
Accrued offering costs and expenses	1,148,721	241,064
Promissory Note - related Party	675,751	216,449
Due to related party	447,174	135,745
Total current liabilities	2,271,646	593,258
Warrant liability	122,675	552,035
Total liabilities	2,394,321	1,145,293
Commitments and Contingencies (Note 6)
Class A ordinary share subject to possible redemption, 399,187 and 591,851 shares at redemption value of $11.69 and $11.13 as of December 31, 2024 and 2023, respectively	4,664,536	6,588,790
Shareholders' Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	212,913	524,380
Accumulated deficit	(1,613,156)	(1,670,000)
Total Shareholders' Deficit	(1,399,704)	(1,145,081)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	5,659,153	6,589,002
Common Class A [Member]
Shareholders' Equity:
Common stock value	539	539
Common Class B [Member]
Shareholders' Equity:
Common stock value	$ 0	$ 0

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares authorized	399,187	591,851
Temporary equity, redemption price per share	$ 11.69	$ 11.13
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	5,390,599	5,390,599
Common stock, shares outstanding	5,390,599	5,390,599
Common stock, shares redemption	399,187	591,851
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	1	1
Common stock, shares outstanding	1	1

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Formation and operating costs	$ 670,810	$ 1,168,501
Loss from operations	(670,810)	(1,168,501)
Other income:
Interest income on investments held in Trust Account	298,294	4,734,543
Change in fair value of warrant liability	429,360	762,335
Total other income	727,654	5,496,878
Net income	56,844	4,328,377
Common Class A [Member]
Other income:
Net income	$ 56,844	$ 3,579,885
Basic and diluted weighted average shares outstanding, Class A ordinary shares	5,963,975	12,714,493
Basic and diluted net income per ordinary share, Class A ordinary shares	$ 0.01	$ 0.28
Common Class B [Member]
Other income:
Net income	$ 0	$ 748,492
Basic and diluted weighted average shares outstanding, Class A ordinary shares	1	2,658,379
Basic and diluted net income per ordinary share, Class A ordinary shares	$ 0.01	$ 0.28

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT - USD ($)	Total	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated [Member]
Balance, shares at Dec. 31, 2022			5,390,600
Balance, amount at Dec. 31, 2022	$ (8,710,136)	$ 0	$ 539	$ 0	$ (8,710,675)
Conversion of class B shares to class A shares., shares		5,390,600	(5,390,600)
Conversion of class B shares to class A shares., amount	0	$ 539	$ (539)	0	0
Re-measurement of Class A ordinary shares subject to possible redemption	(4,834,542)	0	0	0	(4,834,542)
Capital contribution	524,380	0	0	524,380	0
Forgive of deferred underwriter discount	7,546,840	0	0	0	7,546,840
Net income	4,328,377	0	0	0	4,328,377
Balance, amount at Dec. 31, 2023	(1,145,081)	$ 539	$ 0	524,380	(1,670,000)
Balance, shares at Dec. 31, 2023		5,390,599	1
Re-measurement of Class A ordinary shares subject to possible redemption	(311,467)	$ 0	$ 0	(311,467)	0
Net income	56,844	0	0	0	56,844
Balance, amount at Dec. 31, 2024	$ (1,399,704)	$ 539	$ 0	$ 212,913	$ (1,613,156)
Balance, shares at Dec. 31, 2024		5,390,599	1

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net income	$ 56,844	$ 4,328,377
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in trust	(298,294)	(4,734,543)
Change in warrant liability	(429,360)	(762,335)
Changes in operating assets and liabilities:
Prepaid assets	0	222,834
Accrued offering costs and expenses	(86,748)	212,410
Due to related party	311,430	302,194
Deferred liabilities	0	30,000
Net cash (used in) operating activities	(446,128)	(401,063)
Cash flows from financing activities:
Proceeds of promissory note - related party	446,128	0
Net cash provided by financing activities	446,128	0
Net change in cash	0	(401,063)
Cash, beginning of the period	212	401,275
Cash, end of the period	212	212
Supplemental disclosure of cash flow information:
Accretion of Class A ordinary shares subject to possible redemption	311,467	4,834,543
Deferred offering costs included in accrued offering costs and expenses	994,405	0
Deferred underwriting payable forgave	0	7,546,840
Administrative service fee forgave by related party charge to additional paid in capital	0	177,095
Deferred offering costs assumed by related party charge to additional paid in capital	0	347,285
Redemption of shares from marketable securities held in trust account	2,235,721	221,294,640
Promissory loan from sponsor for extension	$ 13,173	$ 100,000

Insider Trading Arrangements

Insider Trading Arrangements	12 Months Ended
	Dec. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangements Adopted [Flag]	false
Rule 10b5-1 Arrangements Terminated [Flag]	false
Non Rule 10b5-1 Arrangements Adopted [Flag]	false
Non Rule 10b5-1 Arrangements Terminated [Flag]	false

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2024
Organization and Business Operations
Organization and Business Operations	Note 1 - Organization and Business Operations Healthcare AI Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on February 12, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). On August 15, 2024, the Company entered into a Business Combination Agreement with Leading Group Limited, a Cayman Island exempted company that specializes in digital insurance brokerage services. As of December 31, 2024, the Company had not commenced any operations. All activity for the period from February 12, 2021 (inception) through, 2024 relates to the Company’s formation, initial public offering, and initial business combination are described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the initial public offering of Company’s securities (“IPO”). The registration statement for the Company’s IPO was declared effective on December 9, 2021 (the “Effective Date”). On December 14, 2021, the Company consummated the IPO of 21,562,401 units, including the issuance of 1,562,401 units as a result of the underwriters’ partial exercise of the over-allotment option (the “Units” and, with respect to the ordinary shares and warrants included in the Units being offered, the “Public Shares” and “Public Warrants,” respectively), at $10.00 per Unit, generating gross proceeds of $215,624,010, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 11,124,960 warrants (the “Private Placement Warrants”), (including 624,960 Private Placement Warrants in connection with the partial exercise of the underwriters’ overallotment option), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $11,124,960, which is discussed in Note 4. Transaction costs amounted to $12,926,100 consisting of $4,312,480 of underwriting discount, $7,546,840 of deferred underwriting discount and $1,066,780 of other offering costs. In addition, $2,500,000 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete an initial Business Combination successfully. Following the closing of the IPO on December 14, 2021, an amount of $219,936,490 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a Trust Account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay the income taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO , subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within 18 months from the closing of the IPO, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public shareholders. The Company provides its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially set to be $10.20 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company originally had 18 months from the closing of the IPO to consummate the initial Business Combination (the “Combination Period”). If the Company has not consummated an initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial Business Combination within the Combination Period. On June 8, 2023, the Company entered into a share purchase agreement in connection with the transfer from the Sponsor to Atticus Ale, LLC (the “New Sponsor”) of 3,184,830 Founder Shares (the “Transfer”) which Transfer closed on June 12, 2023 (the “Sponsor Handover”), on which date an amendment to the Letter Agreement was approved to allow the transfer of Class B ordinary shares of the Company, $0.0001 par value per share (“Founder Shares”) to Class A ordinary shares, on a one-for-one basis, by its initial shareholders, including the Sponsor, at any time prior to closing of business combination. On June 12, 2023, the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until June 14, 2024, on a month-to-month basis by depositing $50,000 into the Company’s trust account for each one-month extension, up to twelve (12) times (the “New Extensions”). On the same date, the Articles of Association was also amended to remove the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. In connection with the Sponsor Handover, the following agreements were executed: (i) a Joinder Agreement, dated June 12, 2023, between the Company and the New Sponsor, whereby the New Sponsor agreed to become a party to the Letter Agreement and the Registration Rights Agreement and transferring to the New Sponsor, following consummation of the Company’s initial business combination, the right to appoint three members to the board of directors; and (ii) a Warrant Exchange Agreement, dated June 12, 2023, between the Sponsor and the Company whereby upon the consummation of the initial business combination, the Placement Warrants will be exchanged for 500,000 Class A Shares. Following the Sponsor Handover, 19,824,274 shares were redeemed by public shareholders for $10.54 per share. As a result, $208,992,255 was removed from the Company’s trust account to pay such shareholders. On August 11, 2023, the Company held another extraordinary general meeting. As approved by its shareholders at the Special Meeting, the following proposal was approved as a special resolution, giving the Company the right to further extend the date by which it has to complete a business combination to December 14, 2024 with no additional amounts to be deposited into the Company’s trust account. In connection with the shareholders’ vote at the Special Meeting of Shareholders, 1,146,276 shares were further tendered for redemption. As a result, approximately $12,302,385 (approximately $10.73 per share) was removed from the Company’s Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. Immediately following redemptions, the Company had 591,851 Class A Shares outstanding subject to possible redemption, and one Class B Share outstanding, and approximately $6,352,029 remain in the Company’s Trust Account. On August 15, 2024, the Company entered into a Business Combination Agreement with Leading Partners Limited (the “Holdco” or “Combined Company”) and Leading Group Limited (“LEADING”), which is a provider of insurance products in the People’s Republic of China. The agreement provides that the Company’s ordinary shares will be cancelled in exchange for the right to receive Holdco Class A shares on a one-on-one basis at closing. The 11,124,960 private placement warrants purchased by the initial sponsor at the time of the Company’s initial public offering, will be cancelled in exchange for 500,000 Holdco Class A Ordinary Shares. In addition, LEADING equity holders will receive an aggregate of 43,000,000 Holdco Class A Ordinary Shares in exchange for 100% of the issued and outstanding shares of LEADING. Closing of the agreement is subject to satisfaction of certain conditions precedent to closing. On November 26, 2024, the shareholders of the Company approved to further extend Business Combination deadline from December 14, 2024 to June 14, 2025 on a month-to-month basis. Each monthly extension requires a cash deposit of $15,000 (or $0.033 per outstanding public share) to the trust account. In connection with the extension, 192,664 shares were further tendered for redemption. As a result, approximately $2,235,721 (approximately $11.60 per share) was removed from the Company’s Trust Account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date. Immediately following redemptions, the Company had 399,187 Class A Shares outstanding subject to possible redemption, and one Class B Share outstanding, and approximately $4,636,548 remain in the Company’s Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2024 and 2023, the Company had $212 and $212, respectively, in its operating bank account, and working capital deficit of $1,277,029 and $593,046, respectively. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company anticipates that the cash held outside of the Trust Account as of December 31, 2024, is not sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, any additional Working Capital Loans and promissory notes (as defined in Note 5) from the New Sponsor, certain of the Company’s new officers and directors , and certain third parties (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company originally had until June 14, 2023 to consummate a business combination. As of the date of this filing, after the approval of a series of special resolutions, the Company has the right to extend the date by which it has to complete a business combination by June 14, 2025 on a month-by-month basis by depositing into the Company’s trust account held by the Trustee the lesser of $15,000 or $0.033 per outstanding public share for each monthly extension. It is uncertain that the Company will be able to consummate a business combination by either the date of consummation of a business combination or June 14, 2025. If a business combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB ASU2014-15, management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. The Company can raise additional capital through Working Capital Loans and Promissory Notes from the New Sponsor, certain of the Company’s new officers, and directors, (see Note 5), or through loans from third parties. None of the New Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2024
Significant Accounting Policies
Significant Accounting Policies	Note 2 - Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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 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 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 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 statement 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 financial statement 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 statement 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 financial statement, 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. 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 $212 and $212 in cash held in its operating account as of December 31, 2024 and 2023, respectively. The Company did not have any cash equivalents as of December 31, 2024 and 2023. Cash and Investments Held in Trust Account At December 31, 2024 and 2023, the Company held $4,664,536 and $6,588,790 in the Trust Account assets which consisted entirely of investments in money market funds and cash, respectively. Following the Sponsor Handover, 19,824,274 and 1,146,276 shares were redeemed by public shareholders for $10.54 and $10.73 per share, respectively. As a result, $208,992,255 and $12,302,385 was removed from the Company’s trust account to pay such shareholders on June 13, 2023 and August 11, 2023, respectively. In connection with the extension in November 2024, 192,664 shares were redeemed by public shareholders for $11.60 per share. As a result, approximately $2,235,721 was removed from the Company’s trust account to pay such shareholders on December 2, 2024. Investments in money market funds are recognized at fair value and are presented on the condensed 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 are included in the income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“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. 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825 “Financial Instruments,” offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred. Warrant Liabilities The 21,906,161 warrants (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) issued in connection with the IPO are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the Company’s statement of operations. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities. On June 12, 2023, the Company entered into a Warrant Exchange Agreement with Healthcare AI Acquisition LLC (the “Former Sponsor”) whereby at the time of the initial business combination, the Former Sponsor will surrender for cancelation 11,124,960 private placement warrants purchased at the time of the IPO in exchange for the Company issuing to the Former Sponsor 500,000 Class A Shares. Net (Loss) Income Per Ordinary Share The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. On December 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted (loss) income per ordinary share is the same as basic (loss) income per ordinary share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the Years Ended December 31, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 56,844 $ - $ 3,579,885 $ 748,492 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 5,963,975 1 12,714,493 2,658,379 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.28 $ 0.28 Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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, ordinary shares are classified as shareholders’ equity (deficit). 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the Shareholders’ equity (deficit) section of the Company’s balance sheet. The dissolution expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2024 and 2023, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Contingently redeemable ordinary shares as of December 31, 2022 $ 223,048,887 Less: Redemption of Class A ordinary shares (221,294,640 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 4,834,543 Contingently redeemable ordinary shares as of December 31, 2023 $ 6,588,790 Less: Redemption of Class A ordinary shares (2,235,721 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 311,467 Contingently redeemable ordinary shares as of December 31, 2024 $ 4,664,536 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Shareholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $12,926,100 as a result of the IPO (consisting of $4,312,480 of underwriting fees, $7,546,840 of deferred underwriting fees and $1,066,780 of other offering costs). The Company recorded $12,115,066 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $811,034 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment options that were classified as liabilities. Stock Compensation Expense The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation—Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized no stock-based compensation expense during the period from February 12, 2021 (inception) through December 31, 2024. Recently Issued Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, 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. adoption of ASU 2020-06 did not have a material impact on its financial statements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 201163-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. 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 statement.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2024
Initial Public Offering
Initial Public Offering	Note 3 - Initial Public Offering On December 14, 2021, the Company sold 21,562,401 Units, including 1,562,401 Units as a result of the underwriters’ partial exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (See Note 7).

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2024
Private Placement
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Former Sponsor purchased an aggregate of 11,124,960 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $11,124,960 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless (See Note 7). On June 12, 2023, the Company entered into an agreement whereby at the time of the initial business combination, the Former Sponsor will surrender for cancelation 11,124,960 private placement warrants in exchange for the Company issuing to the Former Sponsor 500,000 Class A Shares.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2024
Related Party Transactions
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On February 23, 2021, the Former Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On October 27, 2021, the Former Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration. On December 8, 2021, the Former Sponsor sold an aggregate of 100,000 Founder Shares to the Company’s independent directors for an aggregate purchase price of $300. In connection with the expiration of the overallotment option on January 24, 2022, the Former Sponsor surrendered an additional 359,400 Class B ordinary shares for no consideration. As a result, the Sponsor held 5,390,600 Class B ordinary shares. On June 8, 2023, the Company entered into a share purchase agreement in connection with the transfer from the Former Sponsor to Atticus Ale, LLC (the “New Sponsor”) of 3,184,830 Founder Shares which Transfer closed on June 12, 2023. On June 29, 2023, the Company issued an aggregate of 5,390,599 shares of its Class A ordinary shares, par value $0.0001 per share to the holders of the Company’s Class B ordinary shares upon the conversion of an equal number of Class B Shares. The Class B Shareholders include Former Sponsor, New Sponsor, and four initial shareholders. The 5,390,599 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. Following the Conversion, there were one (1) Class B Share issued and outstanding. As a result of the conversion, the Former Sponsor and the New Sponsor each hold 30% and 45% respectively, of the Company’s outstanding Class A Shares. The Sponsors and the Company’s new directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares and Class A ordinary shares until the earliest of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the Business Combination (the ”Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any Founder Shares or its converted Class A shares. Promissory Note — Related Party On February 23, 2021, the Former Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2022 or the closing of the IPO. On April 20, 2022, the Company paid $246,766 to the Former Sponsor in full repayment of the promissory note. On June 15, 2023 and July 14, 2023, the New Sponsor loaned the Company a total of $100,000 pursuant to a non-interest bearing and unsecured promissory note amounted to $100,000 that is due upon closing of an initial Business Combination. As a result, the Company extended the time available to the Company to consummate its initial business combination from June 14, 2023 until August 14, 2023. From July 2023 to December 2023, the New Sponsor and New Sponsor’s shareholder loaned a total of $51,449 and $65,000 to the Company pursuant to a non-interest bearing and unsecured promissory note that is due upon closing of an initial Business Combination. As of December 31, 2024 and 2023, the Company had $216,449 borrowings under promissory note. On August 23, 2024, the Company issued one unsecured promissory note in an amount of $350,000 to LEADING for Company’s working capital purposes. On November 21, 2024, the Company issued one unsecured promissory note in an amount of $100,000 to LEADING for Company’s working capital purposes. On November 26, 2024, the shareholder approved to extend Business Combination deadline from December 14, 2024 to June 14, 2025 on a month-to-month basis. Each monthly extension requires a cash deposit of $15,000 (or $0.033 per outstanding public share) to the trust account. On January 13, 2025, pursuant to a non-interest bearing and unsecured promissory note that is due upon closing of an initial Business Combination, the company issued another-interest bearing promissory note to LEADING in amount of $52,692 for the extension payment. As of December 31, 2024, the Company had $ 459,302 borrowings under those promissory notes. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsors or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans amounts but no proceeds from the Trust Account would be used for the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of December 31, 2024 and 2023, the Company had $447,174 and $135,745 borrowings under the New Sponsor’s Working Capital Loans. Administrative Service Fee Commencing on December 9, 2021, the effective date of the Company’s registration statement for IPO, the Company will pay the Former Sponsor $10,000 per month for office space, utilities, secretarial and administrative services provided to the members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of the date of Sponsor Handover, $177,095 has been accrued. Upon Sponsor Handover, the Former Sponsor waived its entitlement to the payment of administrative service fee in the amount of $177,095, which was treated as a capital contribution from Former Sponsor. The New Sponsor does charge administrative service fee to the Company. Deferred liabilities Deferred liabilities as of the date of Sponsor Handover in the amount of $347,285, which was a deferred legal expense in relation to the proposed business combination, was transferred from the Company to the Former Sponsor upon Sponsor Handover. The transfer was treated as a capital contribution from the Former Sponsor. As of December 31, 2024, the Company has $994,405 deferred liabilities, which was deferred legal expenses in relation to the proposed business combination.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2024
Commitments and Contingencies (Note 6)
Commitments and Contingencies	Note 6 - Commitments and Contingencies Registration Rights The holders of the Founder Shares (or its converted Class A ordinary shares), Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from December 9, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments, of which 1,562,401, was exercised on December 14, 2021. On January 24, 2022, the remaining unexercised portion of the over-allotment option expired. On December 14, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,312,480. Additionally, the underwriters were entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $7,546,840 upon the completion of the Company’s initial Business Combination. On June 6, 2023, the underwriters waived their respective entitlement to the payment of deferred underwriting discount in the amount of $7,546,840. Consulting Services Agreement On September 26, 2022, the Company entered into an agreement with a vendor for investment banking services related to the initial Business Combination. Should the vendor advise on an investment that is successfully completed by the Company, the Company will facilitate for the vendor, or an affiliate, to have an option to acquire up to 121,065 Class B shares at a share price equal to $4.13 per share provided that (x) such shares shall be subject to the same vesting schedules (if any) as the other Class B shares issued by the Company and (y) the number of Class B shares to be offered to the vendor shall be reduced pro rata to any reduction in the number of Class B shares outstanding at the time of the closing of the Business Combination. Following the Sponsor Handover, the Consulting Service Agreement was terminated at the time of the Sponsor Handover. As of December 31, 2024 and 2023, no fees has been accrued in the accompanying balance sheets.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2024
Warrant Liabilities
Warrant Liabilities	Note 7 - Warrant Liabilities The Company accounted for the 21,906,161 warrants to be issued in connection with the IPO (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) 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 much be recorded as a liability. Accordingly, the Company has classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. 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 statement of operations. Public Warrants As of December 31, 2024 and 2023, the Company had 10,781,201 Public Warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · Upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and · if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-trading days within a 30-trading day period ending three trading days before the Company sent the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): · in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below; and · if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-trading days within the 30-trading day period ending three trading days before the Company sent the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of the Class A ordinary shares during the 10-trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. Private Placement Warrants The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. If the Company does not complete its initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. On June 12, 2023, the Company entered into a Warrant Exchange Agreement with Healthcare AI Acquisition LLC (the “Former Sponsor”) whereby at the time of the initial business combination, the Former Sponsor will surrender for cancelation 11,124,960 private placement warrants purchased at the time of the IPO in exchange for the Company issuing to the Former Sponsor 500,000 Class A Shares.

Shareholders Deficit

Shareholders Deficit	12 Months Ended
	Dec. 31, 2024
Shareholders Deficit
Shareholders' Deficit	Note 8 - Shareholders’ Deficit Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. As of December 31, 2024 and 2023, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. On December 31, 2024 and 2023, there were 5,390,599 Class A ordinary shares issued and outstanding, excluding 399,187 and 591,851 Class A ordinary shares subject to redemption, respectively. Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. On October 27, 2021, the Former Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration. On December 10, 2021, the underwriters partially exercised the over-allotment option. In connection with the expiration of the overallotment option on January 24, 2022, the Former Sponsor surrendered 359,400 Class B ordinary shares for no consideration. On June 12, 2023, the Former Sponsor transferred 3,184,830 Class B ordinary shares to the New Sponsor. On June 29, 2023, the Company issued an aggregate of 5,390,599 shares of its Class A ordinary shares to the holders of the Company’s Class B ordinary shares upon the conversion of an equal number of Class B Shares. The Class B Shareholders include the Former Sponsor, the New Sponsor, and four initial shareholders. The 5,390,599 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. Accordingly, as of December 31, 2024 and 2023, there was one (1) Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial Business Combination. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, and pursuant to the Company’s amended and restated memorandum and articles of association; such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2024
Fair Value Measurements
Fair Value Measurements	Note 9 - Fair Value Measurements The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2024 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – money market funds $ - $ - $ - $ - Total Assets $ - $ - $ - $ - Liabilities: Warrant liabilities – Public Warrants 60,375 $ 60,375 $ - $ - Warrant liabilities – Private Placement Warrants 62,300 - 62,300 - Total Liabilities $ 122,675 $ 60,375 $ 62,300 $ - December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – money market funds $ - $ - $ - $ - Total Assets $ - $ - $ - $ - Liabilities: Warrant liabilities – Public Warrants $ 271,686 $ 271,686 $ - $ - Warrant liabilities – Private Placement Warrants $ 280,349 $ - $ 280,349 $ - Total Liabilities $ 552,035 $ 271,686 $ 280,349 $ - The Overallotment Option, Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Company used a Monte Carlo simulation model to establish the initial fair value of the Public Warrants and the Private Placement Warrants and a Black-Scholes model to value the Overallotment Option. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the initial measurement date due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. As of March 30, 2022, the Company used the quoted market price as the fair value of the Public Warrants and the Public Warrants were reclassified from Level 3 to Level 1. Due to certain “make whole” provisions in the warrant agreement, the Company also used the quoted market price of the Public Warrants as the fair value of the Private Warrants as of March 30, 2022, and reclassified the Private Warrants from Level 3 to Level 2, due to the use of the quoted price of a similar liability. On January 24, 2022, the remaining unexercised Overallotment Option expired. As of December 31, 2024 and 2023, the Company used the quoted market price as the fair value of the Private Warrants and the Public Warrants which are classified as Level 2 and Level 1, respectively.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2024
Subsequent Events
Subsequent Events	Note 10 - Subsequent Events On January 13, 2025, the Company issued one unsecured promissory note (the “Extension Payment Note”) in an amount of $52,692, to LEADING, for a loan to the Company from LEADING for the right to extend the date by which it has to complete a business combination from December 14, 2024 on a month-to-month basis up to May 14, 2025, by depositing into the trust account the lesser of $15,000 or $0.033 per non-redeemed public share for each monthly extension deposited into the Company’s trust account. The Extension Payment Note does not bear interest and matures upon closing of the Business Combination by the Company. On January 17, 2025, the Company issued an unsecured promissory note (the “WC Note”) to LEADING, for a loan to the Company in an amount of $100,000 for working capital purposes, which does not bear interest and matures upon the closing of the Business Combination, payable in cash. In the event of a liquidation, all amounts due under the WC Note shall be repaid in cash.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2024
Significant Accounting Policies
Basis of Presentation	The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
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 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 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 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 statement 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 financial statement 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 statement 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 financial statement, 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.
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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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 $212 and $212 in cash held in its operating account as of December 31, 2024 and 2023, respectively. The Company did not have any cash equivalents as of December 31, 2024 and 2023.
Cash and Investments Held in Trust Account	At December 31, 2024 and 2023, the Company held $4,664,536 and $6,588,790 in the Trust Account assets which consisted entirely of investments in money market funds and cash, respectively. Following the Sponsor Handover, 19,824,274 and 1,146,276 shares were redeemed by public shareholders for $10.54 and $10.73 per share, respectively. As a result, $208,992,255 and $12,302,385 was removed from the Company’s trust account to pay such shareholders on June 13, 2023 and August 11, 2023, respectively. In connection with the extension in November 2024, 192,664 shares were redeemed by public shareholders for $11.60 per share. As a result, approximately $2,235,721 was removed from the Company’s trust account to pay such shareholders on December 2, 2024. Investments in money market funds are recognized at fair value and are presented on the condensed 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 are included in the income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Income Taxes	The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“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. 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Fair Value of Financial Instruments	The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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.
Derivative Financial Instruments	The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC Topic 825 “Financial Instruments,” offering costs attributable to the issuance of the derivative warrant liabilities have been allocated based on their relative fair value of total proceeds and are recognized in the statement of operations as incurred.
Warrant Liabilities	The 21,906,161 warrants (10,781,201 Public Warrants and 11,124,960 Private Placement Warrants) issued in connection with the IPO are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the Company’s statement of operations. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation will not be reasonably expected to require the use of current assets or require the creation of current liabilities. On June 12, 2023, the Company entered into a Warrant Exchange Agreement with Healthcare AI Acquisition LLC (the “Former Sponsor”) whereby at the time of the initial business combination, the Former Sponsor will surrender for cancelation 11,124,960 private placement warrants purchased at the time of the IPO in exchange for the Company issuing to the Former Sponsor 500,000 Class A Shares.
Net (Loss) Income Per Ordinary Share	The Company complies with the accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. On December 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company. As a result, diluted (loss) income per ordinary share is the same as basic (loss) income per ordinary share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share: For the Years Ended December 31, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 56,844 $ - $ 3,579,885 $ 748,492 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 5,963,975 1 12,714,493 2,658,379 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.28 $ 0.28
Class A Shares Subject to Possible Redemption	The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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, ordinary shares are classified as shareholders’ equity (deficit). 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 occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the Shareholders’ equity (deficit) section of the Company’s balance sheet. The dissolution expense of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2024 and 2023, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Contingently redeemable ordinary shares as of December 31, 2022 $ 223,048,887 Less: Redemption of Class A ordinary shares (221,294,640 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 4,834,543 Contingently redeemable ordinary shares as of December 31, 2023 $ 6,588,790 Less: Redemption of Class A ordinary shares (2,235,721 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 311,467 Contingently redeemable ordinary shares as of December 31, 2024 $ 4,664,536
Offering Costs associated with the Initial Public Offering	The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Shareholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $12,926,100 as a result of the IPO (consisting of $4,312,480 of underwriting fees, $7,546,840 of deferred underwriting fees and $1,066,780 of other offering costs). The Company recorded $12,115,066 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $811,034 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment options that were classified as liabilities.
Stock Compensation Expense	The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation—Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized no stock-based compensation expense during the period from February 12, 2021 (inception) through December 31, 2024.
Recently Issued Accounting Standards	In August 2020, the FASB issued Accounting Standards Update (“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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, 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. adoption of ASU 2020-06 did not have a material impact on its financial statements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 201163-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. 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 statement.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2024
Significant Accounting Policies
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Income Per Share	For the Years Ended December 31, 2024 2023 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 56,844 $ - $ 3,579,885 $ 748,492 Denominator: Weighted-average shares outstanding including ordinary shares subject to redemption 5,963,975 1 12,714,493 2,658,379 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.28 $ 0.28
Schedule of Class A Ordinary Shares Reflected on Balance Sheet Reconciled	Contingently redeemable ordinary shares as of December 31, 2022 $ 223,048,887 Less: Redemption of Class A ordinary shares (221,294,640 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 4,834,543 Contingently redeemable ordinary shares as of December 31, 2023 $ 6,588,790 Less: Redemption of Class A ordinary shares (2,235,721 ) Plus: Accretion of Class A ordinary shares subject to possible redemption 311,467 Contingently redeemable ordinary shares as of December 31, 2024 $ 4,664,536

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2024
Fair Value Measurements
Summary of Information About Liabilities Measured at Fair Value	December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2024 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – money market funds $ - $ - $ - $ - Total Assets $ - $ - $ - $ - Liabilities: Warrant liabilities – Public Warrants 60,375 $ 60,375 $ - $ - Warrant liabilities – Private Placement Warrants 62,300 - 62,300 - Total Liabilities $ 122,675 $ 60,375 $ 62,300 $ - December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – money market funds $ - $ - $ - $ - Total Assets $ - $ - $ - $ - Liabilities: Warrant liabilities – Public Warrants $ 271,686 $ 271,686 $ - $ - Warrant liabilities – Private Placement Warrants $ 280,349 $ - $ 280,349 $ - Total Liabilities $ 552,035 $ 271,686 $ 280,349 $ -

Organization and Business Ope_2

Organization and Business Operations (Details Narrative) - USD ($)						1 Months Ended		12 Months Ended
	Aug. 15, 2024	Aug. 11, 2023	Jun. 12, 2023	Jun. 08, 2023	Dec. 14, 2021	Nov. 30, 2024	Nov. 26, 2024	Dec. 31, 2024	Jun. 14, 2024	Dec. 31, 2023	Jun. 29, 2023	Jun. 14, 2023	Sep. 26, 2022	Feb. 23, 2021
Cash Trust Account		$ 6,352,029
Cash was held outside of the trust Account								$ 2,500,000	$ 50,000			$ 15,000
Shares redeemed by public shareholder		1,146,276
Price per share		$ 10.73						$ 10.54	$ 0.033
Common stock, shares redemption		591,851
Amount removed from trust account		$ 12,302,385
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account								80%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination								50%
Threshold period from closing of initial public offering the company is obligated to complete business combination								18 months
Number of business days to redeem shares upon completion of the initial Business Combination								two business days
Amount held in operating bank accounts								$ 212		$ 212
Shares tendered for redemption						192,664
Payment to shareholders						$ 2,235,721
Payment per share						$ 11.60
Working capital								$ 1,277,029		593,046
Business Combination [Member]
Cash deposit in extension period							$ 15,000
Outstanding public per share							$ 0.033
Shares tendered for redemption							192,664
Payment to shareholders							$ 2,235,721
Payment per share							$ 11.60
Remaining balance in trust acount							$ 4,636,548
Founder Shares [Member] | Initial Shareholders And Independent Directors [Member]
Issuance of units, result of underwriters partial exercise of over-allotment option								100,000
Private Placement [Member]
Warrant to purchase	11,124,960
IPO [Member]
Initial public offering effective date								Feb. 12, 2021
Sale of stock, number of shares issued in transaction					21,562,401			500,000
Issuance of units, result of underwriters partial exercise of over-allotment option					1,562,401
Sale of stock, price per share					$ 10
Gross proceeds from issuance initial public offering					$ 215,624,010
Transaction costs								$ 12,926,100		$ 12,926,100
Underwriting discount								4,312,480
Deferred underwriting discount								7,546,840
Other offering costs								$ 1,066,780
Sale of stock, consideration received on transaction					$ 219,936,490
Share price					$ 10.20
Maturity condition in trust account								having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations
Obligation to redeem Public Shares if entity does not complete a Business Combination					100%
Threshold period from closing of initial public offering the company is obligated to complete business combination					18 months			18 months
Warrants [Member] | Private Placement [Member]
Sale of stock, number of shares issued in transaction								11,124,960
Issuance of units, result of underwriters partial exercise of over-allotment option								624,960
Gross proceeds from issuance initial public offering								$ 11,124,960
Price per share								$ 1
Common Class B [Member] | Consulting Services Agreement [Member]
Sale of stock, price per share											$ 0.0001
Share price													$ 4.13
Common Class B [Member] | Independent Directors [Member]
Issuance of units, result of underwriters partial exercise of over-allotment option								100,000
Founder Shares			184,830
Common Class B [Member] | Sponsor [Member]
Founder Shares								1,437,500
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member]
Founder Shares								3,184,830
Trust account deposite				$ 500,000
Net maximum tangible assets				$ 5,000,001
Shares redeemed by public shareholder				19,824,274
Price per share				$ 10.54
Amount removed from trust account				$ 208,992,255
Share price														$ 0.003
Common Class A [Member]
Common stock, shares redemption								399,187		591,851
Share price								$ 9.20
Common Class A [Member] | Business Combination [Member]
Shares outstanding							399,187
Common Class A [Member] | Private Placement [Member]
Cancelled share	500,000
Exchange share receive	43,000,000
Issued and outstanding share percentage	100%

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Basic and diluted net (loss) income per share:
Allocation of net (loss) income	$ 56,844	$ 4,328,377
Common Class A [Member]
Basic and diluted net (loss) income per share:
Allocation of net (loss) income	$ 56,844	$ 3,579,885
Weighted-average shares outstanding including ordinary shares subject to redemption	5,963,975	12,714,493
Basic and diluted net (loss) income per ordinary share	$ 0.01	$ 0.28
Common Class B [Member]
Basic and diluted net (loss) income per share:
Allocation of net (loss) income	$ 0	$ 748,492
Weighted-average shares outstanding including ordinary shares subject to redemption	1	2,658,379
Basic and diluted net (loss) income per ordinary share	$ 0.01	$ 0.28

Significant Accounting Polici_5

Significant Accounting Policies (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Accretion of Class A ordinary shares subject to possible redemption	$ 311,467	$ 4,834,543
Common Class A [Member]
Contingently redeemable ordinary shares as of December 31, 2022	6,588,790	223,048,887
Accretion of Class A ordinary shares subject to possible redemption	311,467	4,834,543
Less: Redemption of Class A ordinary shares	$ (2,235,721)	$ (221,294,640)
Contingently redeemable ordinary shares	4,664,536	6,588,790

Significant Accounting Polici_6

Significant Accounting Policies (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Dec. 14, 2021	Nov. 30, 2024	Dec. 31, 2024	Jun. 14, 2024	Dec. 31, 2023	Aug. 11, 2023	Jun. 13, 2023	Jun. 12, 2023
Cash and investments held in trust account			$ 4,664,536		$ 6,588,790
Dissolution expense			100,000
Federal depository insurance coverage amount			250,000
Cash held in operating account			$ 212		$ 212
Purchase Of Warrants			21,906,161
Shares handed over to shareholder			19,824,274		1,146,276
Price per share			$ 10.54	$ 0.033		$ 10.73
Amount removed from trust account						$ 12,302,385	$ 208,992,255
Payment per share		$ 11.60
Payment to shareholders		$ 2,235,721
Shares tendered for redemption		192,664
Public Warrants [Member]
Purchase Of Warrants			10,781,201		10,781,201
IPO [Member]
Sale of stock, number of shares issued in transaction	21,562,401		500,000
Offering costs			$ 12,926,100		$ 12,926,100
Underwriting discount			4,312,480
Deferred underwriting fees			7,546,840
Other offering costs			1,066,780
Offering costs in connection with public warrants, private placement warrants and over-allotment options			$ 811,034
IPO [Member] | Public Warrants [Member]
Purchase Of Warrants			10,781,201
IPO [Member] | Private Placement Warrants [Member]
Purchase Of Warrants			11,124,960					11,124,960
IPO [Member] | Common Class A [Member]
Offering costs as reduction of temporary equity			$ 12,115,066

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - IPO [Member] - $ / shares		12 Months Ended
	Dec. 14, 2021	Dec. 31, 2024
Sale of stock, number of shares issued in transaction	21,562,401	500,000
Class B ordinary shares issued to initial shareholders, shares	1,562,401
Sale of stock, price per share	$ 10
Common Class A [Member]
Common stock, description		whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	Dec. 31, 2024	Jun. 12, 2023
Purchase Of Warrants	21,906,161
Class A Ordinary Share Member [Member]
Purchase Of Warrants		500,000
Private Placement Warrants [Member] | IPO [Member]
Warrant aggregate purchase price	$ 11,124,960
Purchase Of Warrants	11,124,960	11,124,960
Price per warrant	$ 1

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		12 Months Ended
	Jun. 12, 2023	Dec. 31, 2024	Dec. 31, 2023	Nov. 26, 2024	Nov. 24, 2024	Aug. 23, 2024	Jun. 29, 2023	Dec. 31, 2022	Sep. 26, 2022	Feb. 23, 2021
Unsecured promissory note					$ 100,000
Promissory note issued		$ 52,692
Borrowings under the promissory note		459,302
Borrowings under the promissory note		446,128	$ 0
Accrued sponsor fees		177,095
Onsecured promissory note issued						$ 350,000
Administrative service fee forgave by related party charge to additiona paid in capital		177,095
Deferred liabilities		994,405
Amount of non-interest bearing and unsecured promissory note		$ 1,500,000
Business Combination [Member]
Outstanding public per share				$ 0.033
Cash deposit in extension period				$ 15,000
Common Class B [Member]
Common stock, shares issued			5,390,600					5,390,599
Common stock, shares issued		1	1
Common stock, par value		$ 0.0001	$ 0.0001
Percentage of deferred underwriting discount		45%
Common Class B [Member] | Consulting Services Agreement [Member]
Price per share									$ 4.13
Shares issued in connection with conversion							5,390,599
Par value of stocks							$ 0.0001
Percentage of deferred underwriting discount		30%
Independent Directors [Member]
Aggregate purchase price		$ 300
Independent Directors [Member] | Common Class B [Member]
Issuance of units, result of underwriters partial exercise of over-allotment option		100,000
Founder Shares	184,830
Sponsor [Member] | Promissory Note [Member]
Date of maturity or expiration of arrangements with a related party		Dec. 31, 2022
Repayments of debt		$ 246,766
Promissory Note		216,449	$ 216,449
Promissory loan from sponsor for extension		100,000
Sponsor [Member] | Maximum [Member] | Promissory Note [Member]
Borrowings under the promissory note		$ 300,000
Sponsor [Member] | Common Class B [Member]
Founder Shares		1,437,500
Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member]
Shares surrendered		359,400
Founder Shares [Member]
Related party transaction, description of transaction		The Sponsors and the Company’s new directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares and Class A ordinary shares until the earliest of (A) one year after the completion of the Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the Business Combination (the ”Lock-up”)
Founder Shares [Member] | Initial Shareholders And Independent Directors [Member]
Issuance of units, result of underwriters partial exercise of over-allotment option		100,000
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member]
Payment stock offering cost		$ 25,000
Price per share										$ 0.003
Common stock, shares issued										7,187,500
Common stock, par value										$ 0.0001
Founder Shares		3,184,830
Working Capital Loans [Member]
Conversion price of warrant			$ 1
Borrowings		$ 447,174	$ 135,745
Deferred liabilities		347,285
New Sponsar Shareholder [Member] | Maximum [Member]
Amount of new sponser loaned		51,449
New Sponsar Shareholder [Member] | Minimum [Member]
Amount of new sponser loaned		$ 65,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		12 Months Ended
	Jun. 06, 2023	Dec. 31, 2024	Sep. 26, 2022
Percentage of cash underwriting cash discount		2%
Underwriter cash discount		$ 4,312,480
Deferred underwriter discount amount	$ 7,546,840	$ 7,546,840
Over-Allotment Option [Member]
Description of transaction		The Company granted the underwriters a 45-day option from December 9, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments, of which 1,562,401, was exercised on December 14, 2021. On January 24, 2022, the remaining unexercised portion of the over-allotment option expired
Common Class B [Member] | Consulting Services Agreement [Member]
Percentage of deferred underwriting discount		3.50%
Option to acquire shares under agreement		121,065
Share price			$ 4.13

Warrant Liabilities (Details Na

Warrant Liabilities (Details Narrative) - $ / shares		12 Months Ended
	Dec. 14, 2021	Dec. 31, 2024	Dec. 31, 2023	Jun. 12, 2023
Purchase Of Warrants		21,906,161
Percentage of gross proceeds on total equity proceeds		60%
Class of warrant or right, adjustment of exercise price of warrants or rights, percent, based on market value and newly issued price		115%
Class of warrant or right, adjustment of redemption price of warrants or rights, percent, based on market value and newly issued price		180%
Public Warrants [Member]
Purchase Of Warrants		10,781,201	10,781,201
Public Warrants [Member] | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1800 [Member]
Class of warrant or right, redemption of warrants or rights, stock price trigger		$ 18
Class of warrant or right redemption price of warrants or rights		$ 0.01
Class of warrant or right minimum threshold written notice period for redemption of warrants		30 days
Public Warrants [Member] | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1000 [Member]
Class of warrant or right, redemption of warrants or rights, stock price trigger		$ 10
Class of warrant or right redemption price of warrants or rights		$ 0.10
Class of warrant or right minimum threshold written notice period for redemption of warrants		30 days
IPO [Member]
Sale of stock, number of shares issued in transaction	21,562,401	500,000
Share price	$ 10.20
IPO [Member] | Public Warrants [Member]
Purchase Of Warrants		10,781,201
IPO [Member] | Private Placement Warrants [Member]
Purchase Of Warrants		11,124,960		11,124,960
Common Class A [Member]
Conversion price of warrant		$ 11.50
Share price		9.20
Common Class A [Member] | Public Warrants [Member] | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1800 [Member]
Class of warrant or right, redemption of warrants or rights, stock price trigger		18
Common Class A [Member] | Public Warrants [Member] | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1000 [Member]
Class of warrant or right, redemption of warrants or rights, stock price trigger		$ 10
Class of warrant or right minimum threshold written notice period for redemption of warrants		30 days
Common Class A [Member] | Maximum [Member]
Share price		$ 9.20
Warrants [Member] | Private Placement [Member]
Sale of stock, number of shares issued in transaction		11,124,960

Shareholders Deficit (Details N

Shareholders Deficit (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Feb. 23, 2021
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	5,390,599	5,390,599
Common stock, shares outstanding	5,390,599	5,390,599
Ordinary shares subject to possible redemption	399,187	591,851
Common Class B [Member]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	1	1
Common stock, shares outstanding	1	1
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares	20%
Description of stock conversion	In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one
Sponsor [Member] | Common Class B [Member]
Founder Shares	1,437,500
Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member]
Shares surrendered	359,400
Sponsor [Member] | Common Class B [Member] | Founder Shares [Member]
Common stock, par value			$ 0.0001
Common stock, shares issued			7,187,500
Founder Shares	3,184,830

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Investments held in Trust Account - money market funds	$ 0	$ 0
Total Assets	0	0
Liabilities, fair value	122,675	552,035
Public Warrants [Member]
Warrant liabilities	60,375	271,686
Private Placement Warrants [Member]
Warrant liabilities	62,300	280,349
Fair Value, Inputs, Level 1 [Member]
Investments held in Trust Account - money market funds	0	0
Total Assets	0	0
Liabilities, fair value	60,375	271,686
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Warrant liabilities	60,375	271,686
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]
Warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Investments held in Trust Account - money market funds	0	0
Total Assets	0	0
Liabilities, fair value	62,300	280,349
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Warrant liabilities	0	0
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]
Warrant liabilities	62,300	280,349
Fair Value, Inputs, Level 3 [Member]
Investments held in Trust Account - money market funds	0	0
Total Assets	0	0
Liabilities, fair value	0	0
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Warrant liabilities	0	0
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]
Warrant liabilities	$ 0	$ 0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Jan. 17, 2025	Jan. 13, 2025
Class B Ordinary Shares [Member]
Deposite		$ 15,000
Share price		$ 0.033
LEADING [Member]
Unsecured promissory note	$ 100,000	$ 52,692