| Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31,
2023 as filed with the SEC on April 16, 2024, which contains the audited financial statements and notes thereto. The interim
results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the
year ending December 31, 2024 or for any future interim periods. Immaterial
Error in prior period financial statements On May 20, 2024, the Company converted 1,999,999 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. 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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these unaudited condensed financial statements is in conformity with U.S. GAAP which 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 206,509 30,793 no Cash
and Investments Held in Trust Account At December 31, 2023, the assets held in the Trust Account were held in money market mutual funds which invest in U.S. Treasury securities.
On March 26, 2024, the Company transferred substantially all the assets held in the Trust Account to a demand deposit account held by
the Trustee. At September 30, 2024, the assets held in the Trust Account were held in a demand deposit account held by the Trustee. From inception
through September 30, 2024, the Company did not withdraw any of the interest income from the Trust Account to pay any tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A shares and the Public Warrants based on the relative value of those instruments. Accordingly, on December 17, 2021, offering costs totaling $ 11,712,588 4,000,000 7,000,000 712,588 392,590 11,319,998 Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. Diluted net income per share attributable to ordinary shareholders adjust the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented. With respect to the accretion of Class A ordinary shares subject to possible redemption and consistent with ASC Topic 480-10-S99-3A, the Company treated accretion in the same manner as a dividend, paid to the shareholder in the calculation of the net income per ordinary share. The following table reflects the calculation of basic
and diluted net income/(loss) per ordinary share:
Schedule of basic and diluted net income/(loss) per ordinary share
For the For the
2024 2023 2024 2023
Net (loss) income $ (267,292 ) $ 2,627,225 $ (1,033,795 ) $ 6,871,674
Accretion of temporary equity to redemption value (260,699 ) (2,755,517 ) (820,227 ) (7,405,247 )
Net loss including accretion of temporary equity to redemption value $ (527,991 ) $ (128,292 ) $ (1,854,022 ) $ (533,573 )
Schedule
of earning per share
For the Three Months Ended September 30,
2024 2023
Redeemable Non-Redeemable Non-Redeemable Redeemable Non-Redeemable
Class A Class B Class A Class A Class B
Basic and diluted net loss per
share:
Numerator:
Allocation of net (loss) including accretion of temporary equity $ (159,678 ) $ (0.07 ) $ (368,313 ) $ (102,634 ) $ (25,658 )
Deemed dividend for accretion of temporary equity to redemption value 260,699 - - 2,755,517 -
Allocation of
net (loss) income $ 101,021 $ (0.07 ) $ (368,313 ) $ 2,652,883 $ (25,658 )
Denominator:
Weighted-average shares outstanding 2,167,693 1 4,999,999 20,000,000 5,000,000
Basic and diluted loss per share $ 0.05 $ (0.07 ) $ (0.07 ) $ 0.13 $ (0.01 )
For the Nine Months Ended September 30,
2024 2023
Redeemable Non-Redeemable Non-Redeemable Redeemable Non-Redeemable
Class A Class B Class A Class A Class B
Basic and diluted net loss per share:
Numerator:
Allocation of net loss including accretion of temporary equity $ (560,703 ) $ (277,544 ) $ (1,015,774 ) $ (426,858 ) $ (106,715 )
Deemed dividend for accretion of temporary equity to redemption value 820,227 - - 7,405,247 -
Allocation of net income (loss) $ 259,524 $ (277,544 ) $ (1,015,774 ) $ 6,978,389 $ (106,715 )
Denominator:
Weighted-average shares outstanding 2,167,693 1,072,993 3,927,007 20,000,000 5,000,000
Basic and diluted income (loss) per share $ 0.12 $ (0.26 ) $ (0.26 ) $ 0.35 $ (0.02 ) Fair Value of Financial Instruments FASB ASC 820, “Fair value Measurement,” defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities, which qualify as financial instruments approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to its short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. In addition, management concluded that the Subscription agreement, the Subscription Shares to be issued as part of the bundled transaction are classified and accounted for as equity; whereas the Capital Contributions are to be recognized as a financial liability which will be measured at fair value on a recurring basis. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2024 and December 31, 2023, 2,167,693 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. During the nine months ended September 30, 2024, the Company recorded an accretion of $ 820,227 17,832,307 193.1 23.4 9,889,565 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB 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 statement 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 September 30, 2024 and December 31, 2023, 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 periods presented. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
