| Summary of Significant Accounting Policies | Note
2 – Summary of Significant Accounting Policies Basis
of Presentation The
accompanying unaudited consolidated financial statements of the Company are presented in U.S. dollars in conformity with
accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission (“SEC”), specifically Article 8 of Regulation
S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been
included. Operating results for the three and nine months ended September 30, 2024 are not necessar ily These
unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial
statements and the notes thereto included in the Annual Report for the year ended December 31, 2023, which are included in the Form
10-K filed on July 3, 2024. Basis
of Consolidation The
unaudited consolidated financial statements include the accounts of the Company and PubCo, its wholly owned
subsidiary newly established on September 4, 2024. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging
Growth Company The
Company is an emerging growth company as defined by Section 2(a) of 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 no
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosures obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payment 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 an 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, it has
different application dates than public 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
consolidated financial statements with those of 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 consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. 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 consolidated financial
statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming
events. Cash
in Escrow 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 no Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which at times may exceed the Federal Depository Insurance Coverage of $ 250,000 Marketable
Securities Held in Trust Account The
Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance
sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are included in interest earned and unrealized gain on marketable securities held in Trust Account in the accompanying
statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
The Company had $ 10,962,587 101,590,662 In
January, February, and July, 2024, the total amount of $ 93,299,758 8,160,504 During
the three months ended September 30, 2024 and 2023, interest earned from the Trust Account amounted to $ 320,078 1,337,332 278,247 916,726 41,831 420,606 During
the nine months ended September 30, 2024 and 2023, interest earned from the Trust Account amounted to $ 2,131,683 4,035,277 2,089,852 3,614,671 41,831 420,606 Ordinary
Shares Subject to Possible Redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and
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
stockholders’ equity. The Company’s 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, ordinary shares subject to
possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the
Company’s balance sheets. Offering
Costs Associated with the Initial Public Offering The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”.
Offering costs consisted principally of professional and registration fees incurred that were directly related to the Initial Public
Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued
in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to
the Rights were charged to the shareholders’ equity. Offering costs allocated to the ordinary shares were charged against the carrying
value of ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. All
of the 11,500,000 11,500,000 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. Increases or decreases in the carrying amount of redeemable ordinary
shares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero.
The interest earned by the marketable security held in trust, and the extension fee invested into the marketable security held in trust,
were also recognized in redemption value against additional paid-in capital and accumulated deficit immediately. The proceeds on the
deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $ 50,000 Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets,
primarily due to the short-term nature. Net
Income (Loss) per Share The
Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” In order
to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first
considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed
income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed
income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.
Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be
dividends paid to the public stockholders. The
calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants and rights issued in connection
with the (i) Initial Public Offering, (ii) the private placement since the exercise of the warrants and rights are contingent upon the
occurrence of future events, and (iii) the effect of the rights to receive 1,690,000 5,915,000 The
net income (loss) per share presented in the statements of operations is based on the following: Schedule of Statement of Operations
For the For the For the For the
Net (loss) income $ (139,268 ) $ 1,232,740 $ 1,322,882 $ 3,718,369
Remeasurement to redemption value – interest income earned (320,078 ) (1,337,332 ) (2,131,683 ) (4,035,277 )
Remeasurement to redemption value – extension fee (105,000 ) (906,348 ) (525,000 ) (3,206,347 )
Net loss including accretion of temporary equity to redemption value $ (564,346 ) $ (1,010,940 ) $ (1,333,801 ) $ (3,523,255 ) Schedule
of Net Income (Loss) Per Share
For the For the For the For the
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Non- redeemable shares Redeemable shares Non- redeemable shares Redeemable shares Non- redeemable shares Redeemable shares Non- redeemable shares Redeemable shares
Basic and Diluted net (loss) income per share:
Numerators:
Allocation of net losses $ (378,028 ) $ (186,318 ) $ (253,166 ) $ (757,774 ) $ (558,332 ) $ (775,469 ) $ (802,994 ) $ (2,720,261 )
Accretion of extension fee — 105,000 — 906,348 — 525,000 — 3,206,347
Accretion of temporary equity- interest income earned — 320,078 — 1,337,332 — 2,131,683 — 4,035,277
Allocation of net (loss) income $ (378,028 ) $ 238,760 $ (253,166 ) $ 1,485,906 $ (558,332 ) $ 1,881,214 $ (802,994 ) $ 4,521,363
Denominators:
Weighted-average shares outstanding 3,205,000 1,579,639 3,205,000 9,593,176 3,205,000 4,451,437 3,205,000 10,857,407
Basic and diluted net (loss) income per share $ (0.12 ) $ 0.15 $ (0.08 ) $ 0.15 $ (0.17 ) $ 0.42 $ (0.25 ) $ 0.42 Income
Taxes The
Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax
assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized. ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements
and prescribes a recognition threshold and measurement process for consolidated financial statements recognition and measurement of a
tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim period, disclosure and transition. The Company has identified the Cayman Islands as its only “major”
tax jurisdiction, as defined. Any interest payable in respect of U.S. debt obligations (if any) held by the Trust Account is intended
to qualify for the portfolio interest exemption or otherwise be exempt from U.S. withholding taxes. Based on the Company’s evaluation,
it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated
financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate
any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and
penalties associated with audits is to record such items as a component of income tax expense. On
August 16, 2022, the U.S. Government enacted legislation commonly referred to as the Inflation Reduction Act. The main provision of the
Inflation Reduction Act (the IRA) that we anticipate may impact us is a 1% excise tax on share repurchases. Any redemption or other repurchase
that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise
tax. Because there is possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic
corporation becomes a parent or affiliate to the Company, the Company may become a “covered corporation” as a listed Company
in Nasdaq. On July 13, 2023, January 10, 2024 and July 12, 2024, 2,436,497 3,319,923 4,840,581 The
provision for income taxes was deemed to be immaterial for the nine months ended September 30, 2024 and 2023. Warrants The
Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment
of the warrants’ specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC
480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480 that meet the definition of a liability pursuant to ASC 480, and whether the warrants meet
all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own
ordinary shares, among other conditions for equity classification. Pursuant to such an evaluation, both Public and Private Warrants are
classified as stockholders’ equity. Recently
Issued Accounting Standards Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s consolidated financial statements. |
