| Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed
financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include
all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management,
the accompanying condensed financial statements include all adjustments which are considered necessary for a fair presentation
of the unaudited condensed financial statements of the Company as of September 30, 2024, and for the three months ended September
30, 2024 and for the period from January 30, 2024 (inception) through September 30, 2024. The results of operations for the three months
ended September 30, 2024 and for the period from January 30, 2024 (inception) through September 30, 2024 are not necessarily indicative
of the operating results for the full year ending December 31, 2024 or any other period. These unaudited condensed financial
statements have been derived from the accounting records of the Company and should be read in conjunction with the financial
statements and notes thereto included in the Company ’ 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 (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 not limited to, not being
required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
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 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 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 financial statements in conformity
with GAAP 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 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 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 highly liquid investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 163,591 1,300,712 Marketable Securities Held in Trust Account As of September 30, 2024, all of the assets
held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. All of the Company’s investments held in the
Trust Account are classified as marketable securities. Marketable securities are presented on the condensed balance sheet 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 income earned on marketable securities held in Trust Account in the accompanying condensed statement of operations. The estimated
fair values of marketable securities held in Trust Account are determined using available market information. As of September 30,
2024, the estimated fair value of marketable securities held in Trust Account was $ 57,935,279 Offering Costs Associated with the Initial
Public Offering Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering cost amounted to $ 1,845,513 862,500 522,019 460,994 Fair Value of Financial Instruments ASC Topic 820 “Fair Value
Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair
value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market
approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for
inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined
as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based
on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the
inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the
circumstances. The
fair value hierarchy is categorized into three levels based on the inputs as follows:
● Level
1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability
to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are
readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
● Level
2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that
are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs
that are derived principally from or corroborated by market through correlation or other means.
● Level
3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts
represented in the accompanying balance sheet, primarily due to their short-term nature. The carrying amounts reported in the balance
sheet for cash and cash equivalents, marketable securities held in trust account, accounts
payable and accrued expenses and due to related parties each qualify as financial instruments and are a reasonable estimate of their fair
values because of the short period between the origination of such instruments and their expected realization and their current market
rate of interest. The following table presents information about
the Company ’
Schedule of fair value
on a recurring basis
Description Level September 30,
(Unaudited)
Assets:
Marketable securities held in Trust Account 1 $ 57,935,279 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 and marketable securities held in
Trust Account which, at times may exceed the Federal depository insurance coverage of $ 250,000 Ordinary Shares Subject to Possible Redemption All of the 5,750,000 The Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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) were classified as temporary equity. At all other times, ordinary shares were classified as stockholders’ equity. In accordance with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 5,750,000 For the three months ended September 30, 2024
and for the period from January 30, 2024 (inception) through September 30, 2024, the Company recorded accretion of ordinary share subject
to redemption value of $ 164,962 Ordinary shares subject to possible redemption reflected in the balance
sheet are recorded in the following table:
Schedule of Ordinary
shares subject to possible redemption
Gross proceeds $ 57,500,000
Less:
Proceeds allocated to public rights (5,010,614 )
Plus:
Accretion of carrying value to redemption value 164,962
Ordinary shares subject to possible redemption as of September 30, 2024 (Unaudited) $ 52,654,348 Related Parties Parties, which can be a corporation or individual,
are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are
subject to common control or common significant influence. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”. The unaudited condensed statements of operations include
a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income
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 shares subject to possible redemption was considered to be dividends paid to the public shareholders.
For the three months ended September 30, 2024 and for the period from January 30, 2024 (inception) through September 30, 2024, the Company
did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then
share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the period
presented. The net income (loss) per share presented in the
unaudited condensed statements of operations is based on the following:
Schedule of consolidated statements of operations
For the For the
September 30, September 30,
(Unaudited) (Unaudited)
Net income $ 141,906 $ 137,178
Less: Accretion of redeemable ordinary shares subject to redemption value 164,960 164,960
Net loss including accretion of redeemable ordinary shares to redemption value (23,054 ) (27,782 ) The net income (loss) per share
presented in the unaudited condensed statement of operations is based on the following:
Schedule of Basic and Diluted Net Loss Per Share
For the Three Months Ended For the
September 30, September 30,
Redeemable Non-Redeemable Redeemable Non-Redeemable
(Unaudited) (Unaudited)
Numerators:
Allocation of net loss $ (10,209 ) $ (12,845 ) $ (6,592 ) $ (21,190 )
Accretion of initial measurement of ordinary shares subject to redemption value 164,960 - 164,960 -
Allocation of net income (loss) $ 154,751 $ (12,845 ) $ 158,368 $ (21,190 )
Denominators:
Weighted-average ordinary shares outstanding 1,074,176 1,351,626 400,615 1,287,902
Basic and diluted net income (loss) per share $ 0.14 $ (0.01 ) $ 0.40 $ (0.02 ) 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 financial statement 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 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 no The Company determined that the Cayman Islands
is the Company ’ The Company may be subject to potential examination
by taxing authorities in the areas of income taxes. These potential 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 ’ There is currently no taxation imposed on income
by the Government of the Cayman Islands for the period from January 30, 2024 (inception) through September 30, 2024. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information
within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective
for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company ’ Management does not believe that any recently
issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company ’ |
