| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The accompanying unaudited
interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”),
and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the
audited financial statements and notes thereto for the period from May 27, 2024 (inception) through May 31, 2024 included in a registration
statement on Form S-1, as amended, declared effective by the SEC on September 19, 2024 and the Company’s Current Report on Form
8-K, as filed with the SEC on September 27, 2024 In the opinion of management, the unaudited financial statements reflect all adjustments,
which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.
The interim results for the three months ended September 30, 2024 and for the period from May 27, 2024 (inception) through September
30, 2024 are not necessarily indicative of the results that may be expected through 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 of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 the 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 financial
statement. 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 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 had a cash balance of $ 575,870 none Investments
held in Trust Account As
of September 30, 2024, the Company had $ 60,056,234 Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Offering
Costs associated with the IPO The
Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff
Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” to allocate offering costs between
public shares and public rights based on the estimated fair value of public shares and public rights at the date of issuance.
Offering costs of $ 3,722,528 300,000 3,974,257 Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under 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. ASC
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 recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no no There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The
Company may be subject to potential examination by foreign taxing authorities in the area 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
foreign tax laws. Any
interest payable in respect to US debt obligations held in the Trust Account is intended to qualify for the portfolio interest exemption
or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company may be subject to tax in their respective
jurisdictions based on applicable laws. For instance, U.S. persons may be subject to tax on the amounts deemed received depending on
whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted
under applicable law. Net
Income (Loss) per Ordinary Share The
Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The 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 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 common 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 May 27, 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 ordinary
shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss)
per share for the period presented. The
net income (loss) per share presented in the statements of operations (unaudited) is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE
Three Months Ended September
30, 2024 (Unaudited) For The Period from May 27, 2024 (Inception) through September 30, 2024 (Unaudited)
Net loss $ (31,278 ) $ (91,197 )
Less:
Remeasurement of the accretion to redemption value of the shares subject to possible redemption (56,234 ) (56,234 )
Net loss including remeasurement of accretion of redeemable value of shares subject to redemption value $ (87,512 ) $ (147,431 ) SCHEDULE
OF NET INCOME LOSS REDEEMABLE AND NON REDEEMABLE SHARES
Redeemable shares Non-Redeemable Shares Redeemable shares Non-Redeemable Shares
Three Months Ended September
30, 2024 (Unaudited) For
The Period from May 27, 2024 (Inception) through September 30, 2024 (Unaudited)
Redeemable shares Non-Redeemable Shares Redeemable shares Non-Redeemable Shares
Numerators:
Allocation of net loss including accretion of temporary equity $ (19,292 ) (68,220 ) (25,468 ) (121,963 )
Accretion of temporary equity to redemption value 56,234 - 56,234 -
Allocation of net income (loss) $ 36,941 $ (68,220 ) $ 30,766 $ (121,963 )
Denominators:
Weighted-average shares outstanding 521,739 1,845,000 377,953 1,809,961
Basic and diluted net income (loss) per share $ 0.07 $ (0.04 ) $ 0.08 $ (0.07 ) Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Ordinary
shares subject to possible redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to
mandatory redemption is classified as a liability instrument and is 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) is classified as temporary equity. At all
other times, ordinary shares are classified as shareholders’ 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, as of September 30, 2024, ordinary shares subject to possible redemption in an amount of $ 60,056,234 are
presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance
sheet. 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 or accumulated deficit if additional
paid-in capital has no outstanding balance at the period end. For
the three months ended September 30, 2024 and for the period from May 27, 2024 (inception) through September 30, 2024, the Company recorded
accretion of ordinary share subject to redemption value of $ 4,750,492 SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Total public offering gross proceeds $ 60,000,000
Less:
Proceeds allocated to public rights (720,000 )
Offering costs allocated to public shares subject to possible redemption (3,974,257 )
Proceeds and Offering costs allocated to public shares
Plus:
Accretion of carrying value to redemption value 4,694,257
Ordinary shares subject to possible redemption $ 60,000,000
Plus:
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account) 56,234
Ordinary shares subject to possible redemption, as of September 30, 2024 $ 60,056,234 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 financial statements. |
