SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - 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 Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 16, 2024. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of June 30, 2024 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

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 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 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 disclosure of contingent assets and liabilities at the date of the financial statements.

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 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 did not have any cash equivalents as of June 30, 2024 and December 31, 2023.

Cash held in Trust Account

At June 30, 2024 and December 31, 2023, all of the assets held in the Trust Account were in an interest bearing demand deposit account. Gains and losses resulting from the change in fair value of these securities are recorded to net income each period. At June 30, 2024 and December 31, 2023, the cash held in the Trust Account totaled $38,785,075 and $108,901,049, respectively.

Class A Ordinary Shares subject to Possible Redemption

The Company’s Class A ordinary shares subject to possible redemption contain certain redemption rights that are considered by the Company 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, the Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

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. Such changes are reflected in additional paid-in-capital, or in the absence of additional capital, in accumulated deficit, in the statements of changes in shareholders’ deficit.

At June 30, 2024 and December 31, 2023, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table:

	Number of Shares			Amount
Balance, December 31, 2022		34,500,000		$	350,168,339
Redemption of 24,301,795 Class A ordinary shares		(24,301,795	)		(255,934,080	)
Remeasurement adjustment of carrying value to redemption value		-			14,666,790
Balance, December 31, 2023		10,198,205		$	108,901,049
Redemption of 6,669,512 Class A ordinary shares		(6,669,512	)		(72,177,170	)
Remeasurement adjustment of carrying value to redemption value		-			2,061,196
Balance, June 30, 2024		3,528,693		$	38,785,075

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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and 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.

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 statements.

Net Income per Share

Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings and losses per ordinary share is the same as basic earnings and losses per ordinary share for the periods presented. The warrants are exercisable to purchase 26,150,000 Class A ordinary shares in the aggregate.

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 June 30, 2024:

	For the Three Months Ended June 30, 2024
Net income	$	1,033,595
Accretion of temporary equity to redemption value		(874,154	)
Net income including accretion of temporary equity to redemption value	$	159,441

	For the Three Months Ended June 30, 2024
	Class A Redeemable		Class A Non-Redeemable		Class B Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity	$	62,139	$	76,855	$	20,447
Allocation of accretion of temporary equity to Class A Ordinary shares		874,154		—		—
Allocation of net income	$	936,293	$	76,855	$	20,447
Denominator:
Weighted-average shares outstanding		5,508,039		6,812,500		1,812,500
Basic and diluted net income per ordinary share	$	0.17	$	0.01	$	0.01

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2024:

	For the Six Months Ended June 30, 2024
Net income	$	1,581,132
Accretion of temporary equity to redemption value		(2,061,196	)
Net loss including accretion of temporary equity to redemption value	$	(480,064	)

	For the Six Months Ended June 30, 2024
	Class A Redeemable			Class A Non-Redeemable			Class B Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net loss including accretion of temporary equity	$	(208,060	)	$	(214,844	)	$	(57,160	)
Allocation of accretion of temporary equity to Class A Ordinary shares		2,061,196			—			—
Allocation of net income (loss)	$	1,853,136		$	(214,844	)	$	(57,160	)
Denominator:
Weighted-average shares outstanding		6,597,386			6,812,500			1,812,500
Basic and diluted net income (loss) per ordinary share	$	0.28		$	(0.03	)	$	(0.03	)

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 June 30, 2023:

	For the Three Months Ended June 30, 2023
Net income	$	5,785,375
Accretion of temporary equity to redemption value		(4,138,987	)
Net income including accretion of temporary equity to redemption value	$	1,646,388

	For the Three Months Ended
	June 30, 2023
	Redeemable		Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity	$	1,317,110	$	329,278
Allocation of accretion of temporary equity to Class A Ordinary shares		4,138,987		—
Allocation of net income	$	5,456,097	$	329,278
Denominator:
Weighted-average shares outstanding		34,500,000		8,625,000
Basic and diluted net income per ordinary share	$	0.16	$	0.04

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2023:

	For the Six Months Ended June 30, 2023
Net income	$	8,586,458
Accretion of temporary equity to redemption value		(7,906,500	)
Net loss including accretion of temporary equity to redemption value	$	679,958

	For the Six Months Ended
	June 30, 2023
	Redeemable		Non-Redeemable
Basic and diluted net income per share:
Numerator:
Allocation of net income including accretion of temporary equity	$	543,966	$	135,992
Allocation of accretion of temporary equity to Class A Ordinary shares		7,906,500		—
Allocation of net income	$	8,450,466	$	135,992
Denominator:
Weighted-average shares outstanding		34,500,000		8,625,000
Basic and diluted net income per ordinary share	$	0.24	$	0.02

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. As of June 30, 2024 and December 31, 2023, the Company has not experienced losses on this account. The Company places its cash with major banks and monitors the credit ratings of such banks. The concentration of cash in our Trust Account as of June 30, 2024 exposes the Company to increased credit risk with such banks.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. 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). 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 or 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.

The fair value of the Company’s financial assets and liabilities, except for derivative warrant liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature (see Note 8).

Derivative Warrant Liabilities

The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the balance to fair value at each reporting date. This liability is re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. Such warrant classification is also subject to re-evaluation at each reporting period.

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.