| 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”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in 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 final prospectus for its Initial Public Offering as filed with the
SEC on June 11, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 18, 2024. The interim
results for the three months ended September 30, 2024 and for the period from January 18, 2024 (inception) through September 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”), 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
auditor 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 statement 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 condensed financial statement
in conformity with US 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 condensed financial statement 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 condensed financial statement, 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 has $781,921 in cash and no Marketable Securities Held in Trust Account At
September 30, 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The marketable securities
are presented at fair value on the condensed balance sheet. Gains and losses resulting from the change in fair value of marketable securities
held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the condensed statements of
operations. For the three months ended September 30, 2024 for
the period from January 18, 2024 (inception) through September 30, 2024, the Company did not withdraw any interest earned on the Trust
Account. Offering Costs The Company complies with the requirements of
the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred
offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting
Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds
from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public
Offering proceeds from the Units between Class A Ordinary Shares and warrants, using the residual method by allocating Initial Public
Offering proceeds first to assigned value of the warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class
A Ordinary Shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged
to shareholders’ deficit. Fair Value of Financial Instruments The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the condensed balance sheet, primarily due to its short-term nature. Class A Ordinary Shares 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 shareholder
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 deficit as the redemption provisions are not solely within the control
of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments
(i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds
determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it 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 Initial Public Offering, 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 (to the extent available) and accumulated
deficit. Accordingly, at September 30, 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value
as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes
changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value
at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against
additional paid-in capital (to the extent available) and accumulated deficit. At September 30, 2024, the Class A Ordinary Shares
subject to redemption reflected in the condensed balance sheet are reconciled in the following table:
Shares Amount
Gross Proceeds 28,750,000 $ 287,500,000
Less:
Proceeds allocated to Public Warrants — (1,150,000 )
Class A ordinary shares issuance costs — (19,421,389 )
Plus:
Accretion of carrying value to redemption value — 20,571,389
Class A Ordinary Shares subject to possible redemption, June 12, 2024 28,750,000 $ 287,500,000
Plus:
Accretion of carrying value to redemption value — 692,497
Class A Ordinary Shares subject to possible redemption, June 30, 2024 28,750,000 $ 288,192,497
Plus:
Accretion of carrying value to redemption value — 4,234,341
Class A Ordinary Shares subject to possible redemption, September 30, 2024 28,750,000 $ 292,426,838 Income Taxes The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for
income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of
assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized. ASC Topic 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, 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 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. Net Income Per Ordinary Share The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) Class A Ordinary Shares
and (ii) Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares, and together with the Class A Ordinary
Shares, the “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 shares of Ordinary Shares outstanding for the respective period. The calculation of diluted net income does not
consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants
to purchase an aggregate of 28,750,000 shares of Class A Ordinary Shares in the calculation of diluted income per ordinary share, because
their exercise is contingent upon future events. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings
per share as the redemption value approximates fair value. The following table reflects the calculation
of basic and diluted net income per Ordinary Share (in dollars, except per share amounts):
For the Three Months Ended For the Period from January 18,
2024 2024
Redeemable Non-Redeemable Redeemable Non-Redeemable
Class A Class B Class A Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income $ 3,239,383 $ 809,846 $ 3,003,980 $ 1,609,947
Denominator:
Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 12,417,315 6,654,912
Basic and diluted net income per ordinary share $ 0.11 $ 0.11 $ 0.24 $ 0.24 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 Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Company's financial condition, results of operations, and cash flows. Fair Value Measurements The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and
liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities.
An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency
and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level
2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities
in markets that are not active.
Level 3: Unobservable inputs based on our assessment of the assumptions
that market participants would use in pricing the asset or liability. Share-Based Compensation The Company records share-based compensation
in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for
its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument.
The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their
fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments,
excluding restricted shares, are valued using a Monte Carlo simulation. Grants of share-based payment awards issued to non-employees
for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. Warrant Instruments The Company accounts for the Public and Private
Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in
FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments
under equity treatment at its assigned value. Recent Accounting Pronouncements Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed
financial statements. |
