Aspen-1 Acquisition 10-Q 6 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 06, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	Aspen-1 Acquisition Inc.
Entity Central Index Key	0001918080
Entity File Number	000-56406
Entity Tax Identification Number	87-4225965
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	55 NE 5th Ave.
Entity Address, Address Line Two	Suite 401
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33432
Entity Phone Fax Numbers [Line Items]
City Area Code	(561)
Local Phone Number	464-2841
Entity Listings [Line Items]
Title of 12(b) Security	None
No Trading Symbol Flag	true
Entity Common Stock, Shares Outstanding		5,000,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 2,236	$ 2,428
Total current assets	2,236	2,428
Total assets	2,236	2,428
Current liabilities
Accounts payable and accrued expenses	10,500	10,500
Note payable - stockholder	132,025	99,525
Total current liabilities	142,525	110,025
Total liabilities	142,525	110,025
Commitments and contingencies
Stockholders’ deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding	500	500
Accumulated deficit	(140,789)	(108,097)
Total stockholders’ deficit	(140,289)	(107,597)
Total liabilities and stockholders’ deficit	$ 2,236	$ 2,428

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	5,000,000	5,000,000
Common stock, shares outstanding	5,000,000	5,000,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue
General and administrative expenses	10,662	10,570	32,692	31,039
Loss from operations	(10,662)	(10,570)	(32,692)	(31,039)
Net loss	$ (10,662)	$ (10,570)	$ (32,692)	$ (31,039)
Weighted average common stock outstanding, basic (in Shares)	5,000,000	5,000,000	5,000,000	5,000,000
Weighted average common stock outstanding, diluted (in Shares)	5,000,000	5,000,000	5,000,000	5,000,000
Net loss per share of common stock, basic (in Dollars per share)	$ 0	$ 0	$ (0.01)	$ (0.01)
Net loss per share of common stock, diluted (in Dollars per share)	$ 0	$ 0	$ (0.01)	$ (0.01)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholder’s Deficit (Unaudited) - USD ($)	Common Stock	Accumulated Deficit	Total
Balances at Dec. 31, 2022	$ 500	$ (66,247)	$ (65,747)
Balances (in Shares) at Dec. 31, 2022	5,000,000
Net loss		(7,816)	(7,816)
Balances at Mar. 31, 2023	$ 500	(74,063)	(73,563)
Balances (in Shares) at Mar. 31, 2023	5,000,000
Balances at Dec. 31, 2022	$ 500	(66,247)	(65,747)
Balances (in Shares) at Dec. 31, 2022	5,000,000
Net loss			(31,039)
Balances at Sep. 30, 2023	$ 500	(97,286)	(96,786)
Balances (in Shares) at Sep. 30, 2023	5,000,000
Balances at Mar. 31, 2023	$ 500	(74,063)	(73,563)
Balances (in Shares) at Mar. 31, 2023	5,000,000
Net loss		(12,653)	(12,653)
Balances at Jun. 30, 2023	$ 500	(86,716)	(86,216)
Balances (in Shares) at Jun. 30, 2023	5,000,000
Net loss		(10,570)	(10,570)
Balances at Sep. 30, 2023	$ 500	(97,286)	(96,786)
Balances (in Shares) at Sep. 30, 2023	5,000,000
Balances at Dec. 31, 2023	$ 500	(108,097)	(107,597)
Balances (in Shares) at Dec. 31, 2023	5,000,000
Net loss		(11,091)	(11,091)
Balances at Mar. 31, 2024	$ 500	(119,188)	(118,688)
Balances (in Shares) at Mar. 31, 2024	5,000,000
Balances at Dec. 31, 2023	$ 500	(108,097)	(107,597)
Balances (in Shares) at Dec. 31, 2023	5,000,000
Net loss			(32,692)
Balances at Sep. 30, 2024	$ 500	(140,789)	(140,289)
Balances (in Shares) at Sep. 30, 2024	5,000,000
Balances at Mar. 31, 2024	$ 500	(119,188)	(118,688)
Balances (in Shares) at Mar. 31, 2024	5,000,000
Net loss		(10,939)	(10,939)
Balances at Jun. 30, 2024	$ 500	(130,127)	(129,627)
Balances (in Shares) at Jun. 30, 2024	5,000,000
Net loss		(10,662)	(10,662)
Balances at Sep. 30, 2024	$ 500	$ (140,789)	$ (140,289)
Balances (in Shares) at Sep. 30, 2024	5,000,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (32,692)	$ (31,039)
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts payable and accrued expenses		(3,367)
Net cash used in operating activities	(32,692)	(34,406)
Cash flows from financing activities:
Repayments of stockholder advances		(518)
Proceeds from note payable - stockholder	32,500	37,500
Net cash provided by financing activities	32,500	36,982
Net change in cash	(192)	2,576
Cash - beginning of period	2,428	563
Cash - end of period	$ 2,236	$ 3,139

Nature of Operations

Nature of Operations	9 Months Ended
	Sep. 30, 2024
Nature of Operations [Abstract]
Nature of Operations	Note 1. Nature of Operations Aspen-1 Acquisition Inc. (the “Company”) was incorporated in the State of Delaware on December 10, 2021. The Company’s management has chosen December 31st for its fiscal year end. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2. Basis of Presentation and 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”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC.”) Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. 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 compete 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 interim unaudited condensed financial statements and notes thereto should be read in conjunction with the audited condensed financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Use of Estimates The preparation of the condensed 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes”, 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 September 30, 2024, and December 31, 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. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of September 30, 2024 and 2023, there were no dilutive instruments. Emerging Growth Company 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, or the “JOBS Act”. As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Capital Stock

Capital Stock	9 Months Ended
	Sep. 30, 2024
Capital Stock [Abstract]
Capital Stock	Note 3. Capital Stock Preferred Stock As of September 30, 2024 and December 31, 2023, the Company has 10,000,000 shares of preferred stock, par value of $0.0001, authorized and none Common Stock As of September 30, 2024 and December 31, 2023, the Company has 50,000,000 shares of common stock, par value of $0.0001, authorized and 5,000,000 shares issued and outstanding.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2024
Income Taxes [Abstract]
Income Taxes	Note 4. Income Taxes As of September 30, 2024 and December 31, 2023, the Company has $29,600 and $22,700 in gross deferred tax assets resulting from net operating loss carry-forwards of $140,800 and $108,100 respectively, available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain. The difference between the tax provision at the statutory federal income tax rate on September 30, 2024, and December 31, 2023, and the tax provisions attributable to loss before income taxes is as follows: September 30, 2024 December 31, Statutory federal income taxes 21.0 % 21.0 % Valuation allowance (21.0 )% (21.0 )% Effective income tax rate, net - % - %

Commitments and Related Party T

Commitments and Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Commitments and Related Party Transactions [Abstract]
Commitments and Related Party Transactions	Note 5. Commitments and Related Party Transactions Office Space The Company utilizes the office space and equipment of its management at no cost. Note Payable - Stockholder On December 10, 2021, the Company issued a promissory note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of September 30, 2024, and December 31, 2023, the amount due under the note payable was $132,025 and $99,525 respectively.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2024
Going Concern [Abstract]
Going Concern	Note 6. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated deficit and total stockholders’ deficit of $140,789 and $140,289, respectively, as of September 30, 2024. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements are issued. Management intends to finance operations over the next twelve months through additional borrowings from the existing Note. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (10,662)	$ (10,939)	$ (11,091)	$ (10,570)	$ (12,653)	$ (7,816)	$ (32,692)	$ (31,039)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2024
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	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”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC.”) Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. 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 compete 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 interim unaudited condensed financial statements and notes thereto should be read in conjunction with the audited condensed financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2023.
Use of Estimates	Use of Estimates The preparation of the condensed 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes”, 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 September 30, 2024, and December 31, 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.
Net Loss per Common Share	Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of September 30, 2024 and 2023, there were no dilutive instruments.
Emerging Growth Company	Emerging Growth Company 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, or the “JOBS Act”. As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2024
Income Taxes [Abstract]
Schedule of Tax Provisions Attributable to Loss Before Income Taxes	The difference between the tax provision at the statutory federal income tax rate on September 30, 2024, and December 31, 2023, and the tax provisions attributable to loss before income taxes is as follows: September 30, 2024 December 31, Statutory federal income taxes 21.0 % 21.0 % Valuation allowance (21.0 )% (21.0 )% Effective income tax rate, net - % - %

Capital Stock (Details)

Capital Stock (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Capital Stock [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,000,000	5,000,000
Common stock, shares outstanding	5,000,000	5,000,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Income Taxes [Abstract]
Gross deferred tax assets	$ 29,600	$ 22,700
Net operating loss carry-forwards	$ 140,800	$ 108,100

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Tax Provisions Attributable to Loss Before Income Taxes	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Schedule of Tax Provisions Attributable to Loss Before Income Taxes [Abstract]
Statutory federal income taxes	21%	21%
Valuation allowance	(21.00%)	(21.00%)
Effective income tax rate, net

Commitments and Related Party_2

Commitments and Related Party Transactions (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Commitments and Related Party Transactions [Line Items]
Note payable	$ 132,025	$ 99,525
Note Payable to Stockholder [Member]
Commitments and Related Party Transactions [Line Items]
Interest rate	18%

Going Concern (Details)

Going Concern (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Going Concern [Abstract]
Accumulated deficit	$ (140,789)			$ (108,097)
Total stockholders’ deficit	$ (140,289)	$ (129,627)	$ (118,688)	$ (107,597)	$ (96,786)	$ (86,216)	$ (73,563)	$ (65,747)