| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF 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 (“ GAAP The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 1, 2024.
The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for
the year ending December 31, 2024 or for any future periods. 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 (the “ JOBS
Act 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 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 the unaudited condensed 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 unaudited condensed financial
statements 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 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 $1,627,992 and $1,879,227 of
cash as of June 30, 2024 and December 31, 2023, respectively, and no cash equivalents. Cash - Restricted Cash that is encumbered or otherwise restricted
as to its use is included in cash – restricted. As of June 30, 2024 and December 31, 2023, the balance was $138,039 and $0 Investments Held in Trust Account At June 30, 2024 and December 31, 2023, all of
the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. treasury securities. The investments
held in Trust Account are classified as trading securities. Trading securities 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 investments held in Trust Account
are included in interest earned on investments held in Trust Account in the accompanying condensed statements of operations. The estimated
fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the condensed balance sheets, 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. Offering Costs Offering costs consisted of legal, accounting,
and other costs incurred through the condensed balance sheet date that were directly related to the IPO. Upon completion of the IPO,
offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared
to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A
common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion
of the IPO. Class A Common Stock Subject to Possible
Redemption The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder
vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control
of the Company. The Public Shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public
Rights), and as such, the initial carrying value of Public Shares classified as temporary equity is the allocated proceeds determined
in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they occurs and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO,
the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable
shares will result in charges against additional paid-in capital and retained earnings. Accordingly, at June 30, 2024 and December 31,
2023, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’
equity section of the Company’s condensed balance sheets. The Company’s Class A common stock features
certain redemption rights that are considered 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, there are 11,500,000 shares of Class A common stock subject to
possible redemption presented as temporary equity, outside of the stockholders’ equity section of the accompanying condensed balance
sheets.
Gross proceeds $ 115,000,000
Less:
Proceeds allocated to Public Rights (1,398,400 )
Class A common stock issuance costs (5,252,889 )
Plus:
Remeasurement of carrying value to redemption value 10,719,859
Class A Common Stock subject to possible redemption, December 31, 2023 119,068,570
Plus:
Remeasurement of carrying value to redemption value 2,540,312
Class A Common Stock subject to possible redemption, June
30, 2024 $ 121,608,882 Derivative Financial Instruments The Company evaluates its equity-linked financial
instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with
ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative
instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each
reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities
or as equity, is evaluated at the end of each reporting period. The Company accounted for the rights issued in connection with the IPO
and the warrants issued in connection with the Private Placement as equity-classified instruments in accordance with ASC 815 as they
did not meet the liability criteria (i.e., cashless exercises). Income Taxes The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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. Deferred tax
assets were deemed de minimis as of June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, the Company’s
deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was (23.89)% and 56.35% for the three months
ended June 30, 2024 and 2023, respectively, the effective tax rate was (18.25)% and 61.52% for the six months ended June 30, 2024 and
2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024,
due to changes in the valuation allowance on the deferred tax assets and prior year true ups from the tax return. ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement 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 recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no The Company has identified the United States
as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax
benefits will materially change over the next twelve months. Net Income Per Share of Common Stock The Company has two classes of shares, which
are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of
shares. The Company has not considered the effect of the rights and warrants sold in the IPO and the Private Placement to purchase an
aggregate of 8,620,000 shares of its Class A common stock in the calculation of diluted net income (loss) per share, since their exercise
is contingent upon future events. The following table presents a reconciliation of the numerator and denominator used to compute basic
and diluted net income (loss) per share for each class of common stock:
For the Three Months Ended For the Six Months Ended
2024 2023 2024 2023
Class A Class B Class A Class B Class A Class B Class A Class B
Basic net income (loss) per share
Numerator:
Allocation of net income (loss) $ 820,038 $ 200,009 $ 6,180 $ 8,716 $ 1,735,786 $ 423,362 $ 3,200 $ 8,829
Denominator:
Basic weighted average shares outstanding 11,787,500 2,875,000 1,813,462 2,557,692 11,787,500 2,875,000 916,806 2,529,167
Basic net income (loss) per share $ 0.07 $ 0.07 $ 0.00 $ 0.00 $ 0.15 $ 0.15 $ 0.00 $ 0.00
For the Three Months Ended For the Six Months Ended
2024 2023 2024 2023
Class A Class B Class A Class B Class A Class B Class A Class B
Diluted net income (loss) per share
Numerator:
Allocation of net income (loss) $ 820,038 $ 200,009 $ 5,762 $ 9,134 $ 1,735,786 $ 423,362 $ 2,908 $ 9,121
Denominator:
Diluted weighted average shares outstanding 11,787,500 2,875,000 1,813,462 2,875,000 11,787,500 2,875,000 916,806 2,875,000
Diluted net income (loss) per share $ 0.07 $ 0.07 $ 0.00 $ 0.00 $ 0.15 $ 0.15 $ 0.00 $ 0.00 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 unaudited
condensed financial statements. |
