| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“ U.S. GAAP Emerging Growth Company The Company
is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could differ significantly from those estimates.
Cash 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 did not have any cash equivalents as of June 30, 2024 and December 31, 2023. Cash held in Trust Account At June 30, 2024 and December 31, 2023, all of the assets held in the Trust Account were in an interest bearing demand deposit account. Gains and losses resulting from the change in fair value of
these securities are recorded to net income each period. At June 30, 2024 and December 31, 2023, the cash held in the Trust Account totaled $38,785,075
and $108,901,049, respectively. Class A Ordinary Shares subject to Possible Redemption The Company’s Class A ordinary shares subject to possible redemption contain certain redemption rights that are considered by the Company to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, the Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’
deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the
end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional capital, in accumulated deficit, in the statements of changes in shareholders’ deficit. At June 30,
2024 and December 31, 2023, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table:
Number of Shares Amount
Balance, December 31, 2022
34,500,000
$
350,168,339
Redemption of 24,301,795
(24,301,795
)
(255,934,080
)
Remeasurement adjustment of carrying value to redemption value
-
14,666,790
Balance, December 31, 2023
10,198,205
$
108,901,049
Redemption of 6,669,512
(6,669,512
)
(72,177,170
)
Remeasurement adjustment of carrying value to redemption value
-
2,061,196
Balance, June 30, 2024
3,528,693
$
38,785,075 Income Taxes The Company follows the
asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and 2023. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not
levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income per Share Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company
applies the two-class method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per ordinary share does not consider the effect of the warrants
issued in connection with the (i) Public Offering and (ii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings and losses per ordinary share is the same as basic earnings and
losses per ordinary share for the periods presented. The warrants are exercisable to purchase 26,150,000 Class A ordinary shares in the
aggregate. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended June 30,
2024:
For the Three Months Ended June 30, 2024
Net income
$
1,033,595
Accretion of temporary equity to redemption value
(874,154
)
Net income including accretion of temporary equity to redemption value
$
159,441
For the Three Months Ended June 30, 2024
Class A Redeemable
Class A Non-Redeemable
Class B Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity
$
62,139
$
76,855
$ 20,447
Allocation of accretion of temporary equity to Class A Ordinary shares
874,154
— —
Allocation of net income
$
936,293
$
76,855
$ 20,447
Denominator:
Weighted-average shares outstanding
5,508,039
6,812,500 1,812,500
Basic and diluted net income per ordinary share
$
0.17
$
0.01
$ 0.01 The following table reflects the calculation of
basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2024:
For the Six Months Ended June 30, 2024
Net income
$
1,581,132
Accretion of temporary equity to redemption value
(2,061,196
)
Net loss including accretion of temporary equity to redemption value
$
(480,064
)
For the Six Months Ended June 30, 2024
Class A Redeemable
Class A Non-Redeemable
Class B Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net loss including accretion of temporary equity
$
(208,060
)
$
(214,844
) $ (57,160 )
Allocation of accretion of temporary equity to Class A Ordinary shares
2,061,196
— —
Allocation of net income (loss)
$
1,853,136
$
(214,844
) $ (57,160 )
Denominator:
Weighted-average shares outstanding
6,597,386
6,812,500 1,812,500
Basic and diluted net income (loss) per ordinary share
$
0.28
$
(0.03
) $ (0.03 ) The following table reflects the calculation of basic and diluted net income
per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2023:
For the Three Months Ended June 30, 2023
Net income
$
5,785,375
Accretion of temporary equity to redemption value
(4,138,987
)
Net income including accretion of temporary equity to redemption value
$
1,646,388
For the Three Months Ended
June 30, 2023
Redeemable
Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity
$
1,317,110
$
329,278
Allocation of accretion of temporary equity to Class A Ordinary shares
4,138,987
—
Allocation of net income
$
5,456,097
$
329,278
Denominator:
Weighted-average shares outstanding
34,500,000
8,625,000
Basic and diluted net income per ordinary share
$ 0.16
$
0.04 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30,
2023:
For the Six Months Ended June 30, 2023
Net income
$
8,586,458
Accretion of temporary equity to redemption value
(7,906,500
)
Net loss including accretion of temporary equity to redemption value
$
679,958
For the Six Months Ended
June 30, 2023
Redeemable
Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity
$
543,966
$
135,992
Allocation of accretion of temporary equity to Class A Ordinary shares
7,906,500
—
Allocation of net income
$
8,450,466
$
135,992
Denominator:
Weighted-average shares outstanding 34,500,000
8,625,000
Basic and diluted net income per ordinary share
$
0.24
$
0.02
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 federally insured limits. As of June 30, 2024 and December 31, 2023, the Company has not experienced losses on this account. The Company places its cash with major banks and monitors the credit
ratings of such banks. The concentration of cash in our Trust Account as of June 30, 2024 exposes the Company to increased credit risk with such banks. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an
orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
•
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
•
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices or
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. The fair value of the Company’s financial assets and liabilities, except for derivative warrant liabilities, approximates the carrying amounts represented in the balance
sheets, primarily due to their short-term nature (see Note 8). Derivative Warrant Liabilities The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in
accordance with the guidance contained in ASC 815, “ Derivatives and Hedging
Recent Accounting Standards Management does not believe that any
recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
