Iris Acquisition (IRAA) 10-Q23 Aug 242024 Q2 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 22, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-40167
Entity Registrant Name	IRIS ACQUISITION CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3901431
Entity Address, Address Line One	3rd Floor Zephyr House
Entity Address, Address Line Two	122 Mary Street
Entity Address, Address Line Three	Grand Cayman KY1-1001
Entity Address, City or Town	George Town
Entity Address State Or Province	KY
Entity Address, Postal Zip Code	10085
City Area Code	971
Local Phone Number	4 3966949
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001831874
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	IRAAU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	IRAA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		7,187,037
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	IRAAW
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		0

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)		Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash	[1]	$ 339,203	$ 156,425
Due from Sponsor		$ 1,256	$ 1,256
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration]		Related party	Related party
Franchise tax receivable		$ 23,200	$ 53,200
Prepaid expenses and other current assets		45,500
Total current assets		409,159	210,881
Cash and Investments held in Trust Account		3,126,546	4,291,332
Total Assets		3,535,705	4,502,213
Current liabilities
Accounts payable and accrued expenses		2,486,477	2,326,918
Due to related party		$ 75,000	$ 75,000
Other Liability, Current, Related Party [Extensible Enumeration]		Related party	Related party
Income taxes payable		$ 18,757	$ 379,965
Excise tax payable		116,244	103,587
Derivative liability			2,202
Total current liabilities		6,468,698	5,158,553
Deferred underwriting fee payable		9,660,000	9,660,000
Warrant liability		476,533	376,444
Total Liabilities		16,605,231	15,194,997
Commitments and Contingencies (Note 7)
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Extension deposits due from Sponsor		(68,888)	0
Additional paid-in capital		71,560	140,000
Accumulated deficit		(15,994,197)	(14,883,124)
Total Stockholders' Deficit		(15,990,835)	(14,742,434)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit		3,535,705	4,502,213
Related party
Current liabilities
Promissory note		$ 1,453,720	$ 1,452,381
Notes Payable, Current, Related Party, Type [Extensible Enumeration]		Related party	Related party
Liminatus
Current liabilities
Promissory note		$ 2,318,500	$ 818,500
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption, 287,037 and 406,609 shares at redemption value of $10.18 and $9.96 at June 30, 2024 and December 31, 2023, respectively		2,921,309	4,049,650
Class A common stock not subject to possible redemption
Stockholders' Deficit
Common stock		$ 690	$ 690

[1] (1) As of June 30, 2024 and December 31, 2023, includes $36,203 and $85,084 , respectively of the restricted cash to be used for tax payments only.

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Redemption value per share	$ 10.18	$ 9.96
Preferred stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Restricted cash	$ 36,203	$ 85,084
Class A common stock
Common stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	280,000,000	280,000,000
Common stock, shares issued (in shares)	7,187,037	7,306,609
Common stock, shares outstanding (in shares)	7,187,037	7,306,609
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption, outstanding (in shares)	287,037	406,609
Redemption value per share	$ 10.18	$ 9.96
Class A common stock not subject to possible redemption
Common stock, shares issued (in shares)	6,900,000	6,900,000
Common stock, shares outstanding (in shares)	6,900,000	6,900,000
Class B common stock
Common stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Formation and operating costs	$ 642,082	$ 650,699	$ 1,363,836	$ 1,267,191
Forgiveness of unrelated vendor payables		(275,000)		(275,000)
Loss from operations	(642,082)	(375,699)	(1,363,836)	(992,191)
Other income (expense):
Unrealized gain (loss) on change in fair value of warrant liabilities	78,645	598,183	(100,089)	488,548
Unrealized gain on change in fair value of derivative liability			2,202
Interest income on investments held in Trust Account	33,363		80,604	84,697
Accretion of discount on related party loans			(1,339)
Total other income (expense)	112,008	598,183	(18,622)	573,245
Income (loss) before provision for income taxes	(530,074)	222,484	(1,382,458)	(418,946)
Provision for income taxes	(4,780)	10,500	(10,627)	3,214
Net income (loss)	$ (534,854)	$ 232,984	$ (1,393,085)	$ (415,732)
Class A common stock subject to possible redemption
Other income (expense):
Basic weighted average shares outstanding	7,187,037	1,413,104	7,231,055	1,413,104
Diluted weighted average shares outstanding	7,187,037	1,413,104	7,231,055	1,413,104
Basic net loss per share	$ (0.07)	$ 0.03	$ (0.19)	$ (0.05)
Diluted net loss per share	(0.07)	$ 0.03	(0.19)	$ (0.05)
Class B common stock
Other income (expense):
Basic weighted average shares outstanding		6,900,000		6,900,000
Diluted weighted average shares outstanding		6,900,000		6,900,000
Basic net loss per share	0	$ 0.03	0	$ (0.05)
Diluted net loss per share	$ 0	$ 0.03	$ 0	$ (0.05)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Common Stock	Class B Common Stock Common Stock	Extension deposits due form sponsor	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2022		$ 690		$ 140,000	$ (13,974,105)	$ (13,833,415)
Balance at the beginning (in shares) at Dec. 31, 2022		6,900,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock subject to redemption value					298,845	298,845
Net income (loss)					(648,716)	(648,716)
Balance at the end at Mar. 31, 2023		$ 690		140,000	(14,323,976)	(14,183,286)
Balance at the end (in shares) at Mar. 31, 2023		6,900,000
Balance at the beginning at Dec. 31, 2022		$ 690		140,000	(13,974,105)	(13,833,415)
Balance at the beginning (in shares) at Dec. 31, 2022		6,900,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock subject to redemption value						298,845
Net income (loss)						(415,732)
Balance at the end at Jun. 30, 2023		$ 690		140,000	(14,090,992)	(13,950,302)
Balance at the end (in shares) at Jun. 30, 2023		6,900,000
Balance at the beginning at Mar. 31, 2023		$ 690		140,000	(14,323,976)	(14,183,286)
Balance at the beginning (in shares) at Mar. 31, 2023		6,900,000
Increase (Decrease) in Stockholders' Equity
Net income (loss)					232,984	232,984
Balance at the end at Jun. 30, 2023		$ 690		140,000	(14,090,992)	(13,950,302)
Balance at the end (in shares) at Jun. 30, 2023		6,900,000
Balance at the beginning at Dec. 31, 2023	$ 690			140,000	(14,883,124)	(14,742,434)
Balance at the beginning (in shares) at Dec. 31, 2023	6,900,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock subject to redemption value				86,389		86,389
Excise tax payable attributable to redemption of Class A common stock					(12,657)	(12,657)
Tax claim adjustment from redeeming stockholders					294,669	294,669
Net income (loss)					(858,231)	(858,231)
Balance at the end at Mar. 31, 2024	$ 690			53,611	(15,459,343)	(15,405,042)
Balance at the end (in shares) at Mar. 31, 2024	6,900,000
Balance at the beginning at Dec. 31, 2023	$ 690			140,000	(14,883,124)	(14,742,434)
Balance at the beginning (in shares) at Dec. 31, 2023	6,900,000
Increase (Decrease) in Stockholders' Equity
Remeasurement of Class A common stock subject to redemption value						137,328
Net income (loss)						(1,393,085)
Balance at the end at Jun. 30, 2024	$ 690		$ (68,888)	71,560	(15,994,197)	(15,990,835)
Balance at the end (in shares) at Jun. 30, 2024	6,900,000
Balance at the beginning at Mar. 31, 2024	$ 690			53,611	(15,459,343)	(15,405,042)
Balance at the beginning (in shares) at Mar. 31, 2024	6,900,000
Increase (Decrease) in Stockholders' Equity
Deemed contribution for extension deposit from related party			(68,888)	68,888
Remeasurement of Class A common stock subject to redemption value				50,939		50,939
Net income (loss)					(534,854)	(534,854)
Balance at the end at Jun. 30, 2024	$ 690		$ (68,888)	$ 71,560	$ (15,994,197)	$ (15,990,835)
Balance at the end (in shares) at Jun. 30, 2024	6,900,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities:
Net loss	$ (1,393,085)	$ (415,732)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain (loss) on change in fair value of warrant liabilities	100,089	(488,548)
Unrealized gain on change in fair value of derivative liability	(2,202)
Forgiveness of unrelated vendor payables		(275,000)
Interest income on investments held in Trust Account	(80,604)	(84,697)
Accretion of discount on related party loans	1,339
Deferred taxes		(3,214)
Changes in operating assets and liabilities:
Franchise tax receivable	30,000
Prepaid expenses and other current assets	(45,500)	12,083
Franchise taxes payable		(347,133)
Income taxes payable	(361,208)
Accounts payable and accrued expenses	159,559	679,515
Net cash used in operating activities	(1,591,612)	(922,726)
Cash Flows from Investing Activities:
Proceeds from Trust Account for redemptions	1,265,669
Proceeds from Trust Account for tax payments	354,519	745,563
Extension deposits to Trust Account	(80,129)	(63,590)
Net cash provided by investing activities	1,540,059	681,973
Cash Flows from Financing Activities:
Redemption of Class A common stock	(1,265,669)	(298,431)
Proceeds from related party loan		400,000
Repayment of related party loan		(400,000)
Net cash provided by financing activities	234,331	75,289
Net Change in Cash	182,778	(165,464)
Cash, beginning of period	156,425	280,640
Cash, end of period	339,203	115,176
Supplemental disclosure of non - cash operating and financing activities:
Excise tax paid	12,657
Income taxes paid	371,835
Deemed contribution for extension deposit from related party	68,888
Related party
Cash Flows from Financing Activities:
Proceeds from promissory note		$ 373,720
Liminatus
Cash Flows from Financing Activities:
Proceeds from promissory note	$ 1,500,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Jun. 30, 2024
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Iris Acquisition Corp (the “Company”) formally known as Tribe Capital Growth Corp I (name of the Company changed on July 27, 2022), is a blank check company incorporated in Delaware on November 5, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2024, the Company had not commenced any operations. All activity for the period from November 5, 2020 (inception) through June 30, 2024 relates to the Company’s formation and the initial public offering described below (the “IPO”), and subsequent to the IPO identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and unrealized gains and losses and the change in fair value of its warrants. The Company’s sponsor is Iris Acquisition Holdings LLC (formerly known as Tribe Arrow Holdings I LLC), a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 4, 2021 (the “Effective Date”). On March 9, 2021, the Company consummated the IPO of 27,600,000 units (the “Units”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO, at a price of $1.50 per Private Warrant, generating gross proceeds of $7,520,000, which is discussed in Note 4. Each warrant (including the Private Warrants and the warrants included as part of the Units) entitles the holder to purchase one share of common stock at a price of $11.50 per share. Transaction costs for the IPO amounting to $15,627,893 (consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $447,893 of other offering costs ) were recognized, of which $606,622 was (i) allocated to the public warrants and Private Warrants and (ii) included in the statements of operations, and $15,021,271 was charged directly to stockholders’ equity. Following the closing of the IPO on March 9, 2021, $276,000,000 (approximately $10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including the proceeds from the sale of the Private Warrants, was deposited in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee (the “Trustee”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. In December 2022, the Company instructed the Trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing cash account. In September 2023, the Company further instructed the Trustee to move the funds held in the Trust Account to an interest bearing bank deposit program until the earlier of the consummation of a business combination or the liquidation of the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay franchise taxes, the proceeds from the IPO and the sale of the Private Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within 42 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 42 months from the closing of the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters. As of June 30, 2024 and December 31, 2023, the income taxes payable of $222,459 and $241,682 represents the difference between the Class A common stock subject to possible redemption and the Cash and Investments held in Trust Account and an outstanding extension deposit due from Sponsor presented on the condensed balance sheets. The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company has extended the time to complete the initial Business Combination to September 9, 2024 as described below (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any Founder Shares held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share, due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Business Combination Agreement On November 30, 2022, Iris Acquisition Corp, a Delaware corporation (“we,” “our,” or “Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“SPAC Merger Sub” and together with Liminatus Merger Sub, the “Merger Subs”), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”): (a) Liminatus Merger Sub will merge with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of ParentCo, and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub will merge with and into Iris (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving the SPAC Merger (the “SPAC Surviving Subsidiary”) as a direct wholly-owned subsidiary of ParentCo (the transactions contemplated by the foregoing clauses (a) and (b) the “Business Combination,” and together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”). Liminatus is an early stage single-asset biotech company focused on oncology. The company is looking to develop a next generation CD 47 checkpoint inhibitor targeting various solid tumors. CD 47 is a potent ‘do not eat me’ signal that enables cancer cells to evade detection by the immune system. The CD 47 next generation antibody has shown to preferentially bind to immune cells, but negligibly to red blood cells and platelets without inducing destruction of red blood cells which is a key differentiating feature. The next generation of anti CD 47 monoclonal antibodies have catalysed a resurgence of interest in the field. Currently IND enabling studies are underway to progress the asset into clinical trials. Liminatus is actively reviewing opportunities to in-license or acquire other clinical candidates that match the area of expertise of the company. The aggregate consideration to be paid in the Transactions to the direct or indirect owners of Liminatus will consist of 25.0 million shares of ParentCo’s common stock. The number of shares of the equity consideration was determined based on $10.00 per share value for ParentCo’s common stock. Concurrently with the execution of the Business Combination Agreement, ParentCo and Iris have entered into an equity subscription agreement (the “PIPE Equity Subscription Agreement”) with one accredited investor (the “PIPE Investor”) pursuant to which the PIPE Investor has committed to purchase 1,500,000 shares of ParentCo Common Stock at a purchase price per share of $10.00 (the “PIPE Shares”), for an aggregate purchase price of $15,000,000 (the “PIPE Equity Investment”). The obligations to consummate the transaction contemplated by the PIPE Equity Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. Simultaneously with the PIPE Equity Subscription Agreement, ParentCo and Iris have entered into a convertible note subscription agreement (the “Convertible Note Subscription Agreement”) with one accredited investor (the “PIPE Subscriber”) pursuant to which the PIPE Subscriber has committed to subscribe for and purchase 8% convertible notes (the “Convertible Notes”) of and from ParentCo in an aggregate principal amount of $25,000,000 (the “Convertible Notes Investment”) due three years after the Closing of the Business Combination, with an initial conversion price of $11.50 per share of ParentCo Common Stock, which is subject to future downward adjustment based upon the market price of the publicly traded ParentCo Common Stock. The obligations to consummate the transactions contemplated by the Convertible Note Subscription Agreement are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. From time to time, the Company has amended and restated the certificate of incorporation to change the date by which the Company must consummate a business combination, which is September 9, 2024. From time to time, the parties to the Business Combination Agreement amended the Business Combination Agreement to extend the date by which the parties thereto can terminate the Business Combination Agreement, which is September 3, 2024. Concurrently with the Fourth Amendment to the Business Combination Agreement on July 19, 2024, the PIPE Equity Subscription Agreement was amended to extend the date by which the PIPE Subscriber can terminate the agreement to September 3, 2024. The parties to the Convertible Note Subscription Agreement terminated the Convertible Note Subscription Agreement on July 23, 2024. On December 20, 2022, stockholders holding 26,186,896 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.08 per share, for an aggregate redemption amount of $263,963,913. Following such redemptions, 1,413,104 Public Shares remained outstanding in the Trust Account. During the year ended December 31, 2023, the redemption price was adjusted due to tax deductions which resulted in the net payment of $298,431 of the second tranche redemption payment. On September 7, 2023, stockholders holding 1,006,495 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.29 per share, subject to adjustment for applicable taxes, including, but not limited to, franchise tax, excise tax and income tax, for an aggregate redemption amount of $10,358,754. Following such redemptions, 406,609 Public Shares remained outstanding. On March 7, 2024, stockholders holding 119,572 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.58 per share, adjusted for applicable taxes in the amount of $60,000, including, but not limited to, franchise tax, excise tax and income tax, for an aggregate redemption amount of $1,265,669. Following such redemptions, 287,037 Public Shares remained outstanding. The redemptions were settled on April 2, 2024. Nasdaq Delisting Notice On May 2, 2024, the Company received a written notice from the Listing Qualifications Department of Nasdaq, notifying the Company that because it no longer meets the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market, pursuant to Listing Rule 5810(d)(2) of the Rules this deficiency now becomes an additional basis for delisting and the Company must address this deficiency. The Company timely requested a hearing before the Nasdaq Hearings Panel (the “Hearing”). On May 21, 2024, the Company received a response from the Nasdaq Hearings Panel granting the Company’s request for continued listing on the Nasdaq Capital Market. The Company has until September 3, 2024 to demonstrate compliance with all applicable requirements for initial listing on the Nasdaq Global Market. Liquidity, Capital Resources and Going Concern The Company consummated its IPO on March 9, 2021. As of June 30, 2024, the Company had $339,203 of cash in our operating bank account, which includes $36,203 of restricted cash to be used for tax payments only in its operating bank account, and working capital deficit of approximately $6,059,539, respectively. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 5). As of June 30, 2024 and December 31, 2023, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements—Going Concern Management has determined that if the Company is unable to complete a Business Combination by September 9, 2024, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Business Combination Agreement provides that if the transaction is not closed by September 3, 2024, either party can terminate the Business Combination Agreement.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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 10 of Regulation S-X. 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 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 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 17, 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 interim periods. Emerging Growth Company Status 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 stockholder 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 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 condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Class A ordinary shares subject to possible redemption and the valuation of the Private Placement Warrants required management to exercise significant judgement in its estimates. Cash 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. As of June 30, 2024 and December 31, 2023, the Company had operating cash (i.e., cash held outside the Trust Account) of $339,203 and $156,425, respectively. As of June 30, 2024 and December 31, 2023, there were certain amounts that are restricted as they were withdrawn from the trust account for income tax payments, which totaled $36,203 and $85,084, respectively. Cash and Cash Equivalents held in Trust Account As of June 30, 2024 and December 31, 2023, the Company had a total of $3,126,546 and $4,291,332, respectively in the Trust Account held in money market funds cash equivalents. 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 coverage of $250,000. As of June 30, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Forgiveness of Unrelated Vendor Payables During the three and six months ended June 30, 2023, the Company negotiated and a certain vendor agreed to forgive outstanding payables, which totaled $350,000 for cash payments totaling $75,000. As the Company was unable to provide payment in full, a compromise for a one-time lump-payment was agreed upon. For the three and six months ended June 30, 2023, the net unpaid amount of the outstanding payables totaling $275,000 was recorded in the statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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 a component of temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value of $10.18 and $9.96 as of June 30, 2024 and December 31, 2023, respectively, as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Net Loss Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Net loss $ (534,854) $ — $ 39,604 $ 193,380 $ (1,393,085) $ — $ (70,668) $ (345,064) Denominator: Basic and diluted weighted average shares outstanding 7,187,037 — 1,413,104 6,900,000 7,231,055 — 1,413,104 6,900,000 Basic and diluted net loss per share $ (0.07) $ 0.00 $ 0.03 $ 0.03 $ (0.19) $ 0.00 $ (0.05) $ (0.05) Debt Discount The Company presents the debt discount in the balance sheets as a direct reduction from the carrying amount of debt and are amortized over the term of the related debt using the effective yield method. For the three and six months ended June 30, 2024, the Company accreted the debt discount for $0 and $1,339, respectively, which is included in interest expense on the accompanying condensed statements of operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures Derivative Financial Instruments The Company evaluates its 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 The Company evaluates all of its financial instruments, including notes payable, to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. The Company has determined that the promissory note - related party included an embedded derivative for the redemption feature for the amount equal to 150% of the principal amount upon the consummation of a business combination. See Note 5. ASC Topic 470-20, Debt with Conversion and Other Options, Fair Value Measurements 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). 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. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 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 carryforwards. 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. Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance. 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. There were no tax accruals relating to uncertain tax positions. 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 December 31, 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. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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. Advances due from Sponsor The Company accounts for advances due from the Sponsor as a contra equity balance unless payment has been received subsequent to period end. As of June 30, 2024 and December 31, 2023, the Company has $68,888 and $0 of extension deposit advances due from the Sponsor. See Note 5. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. For purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. In April 2024, the Treasury issued proposed regulations providing guidance with respect to the excise tax. Taxpayers must rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by publicly traded domestic corporations are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. On June 28, 2024, the Treasury finalized certain of the proposed regulations (those relating to procedures for reporting and paying the Excise Tax). The remaining regulations (largely relating to the computation of the Excise Tax) remain in proposed form. The Treasury intends to finalize these proposed regulations at a later date and, until such time, taxpayers may continue to rely on the proposed regulations. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by us, in connection with a business combination, extension vote, or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the trust account could be used to pay any excise tax owed by us in the event we are unable to complete a business combination in the required time and redeem 100% of our remaining Class A common stock in accordance with our amended and restated certificate of incorporation, in which case the amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced. On September 7, 2023, the Company’s stockholders redeemed 1,006,495 shares of Class A shares of common stock for a total of $10,358,754. As of December 31, 2023, the Company recorded $103,587 of excise tax liability calculated as 1% of the fair market value of the shares redeemed on September 7, 2023. The liability does not impact the accompanying unaudited condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. On March 7, 2024 the Company stockholders holding 119,572 shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.58 per share, for an aggregate redemption amount of $1,265,669. As of June 30, 2024, the Company recorded $12,657 of excise tax liability calculated as 1% of the fair market value of the shares redeemed on March 7, 2024. The liability does not impact the accompanying unaudited condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or a portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024, until paid in full.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
INITIAL PUBLIC OFFERING	Jun. 30, 2024
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On March 9, 2021, the Company sold 27,600,000 units, which includes 3,600,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one share of Class A common stock, and one The Company paid an underwriting fee at the closing of the IPO of $5,520,000. As of March 9, 2021, an additional fee of $9,660,000 (see Note 7) was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. All of the 27,600,000 shares of Class A common stock sold as part of the units in the IPO contain a redemption feature which allows for the redemption of such shares of Class A common stock in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. 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 common stock resulted in charges against additional paid-in capital and accumulated deficit. During the year ended December 31, 2023, with respect to the December 20, 2022 redemption discussed in Note 1 to the unaudited condensed financial statements, the Company had not finalized its calculation of taxes required to be withheld and had inadvertently distributed $294,669 of funds to redeeming stockholders. Upon completion of the tax calculation, the redemption price was adjusted and funds in the amount of $294,669 were paid back into the Trust Account from the redeeming stockholders during the three months ended March 31, 2024. As of June 30, 2024 and December 31, 2023, the common stock reflected on the condensed balance sheets are reconciled in the following table: Class A common stock subject to possible redemption as December 31, 2023 $ 4,049,650 Less: Shares redeemed in March 2024 (1,265,669) Plus: Remeasurement of carrying value to redemption value 86,389 Class A common stock subject to possible redemption as March 31, 2024 2,870,370 Plus: Remeasurement of carrying value to redemption value 50,939 Class A common stock subject to possible redemption as June 30, 2024 $ 2,921,309 Warrants The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder (the “ 30-day redemption period”); and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

PRIVATE PLACEMENT

PRIVATE PLACEMENT	6 Months Ended
PRIVATE PLACEMENT	Jun. 30, 2024
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor and Cantor purchased an aggregate of 5,013,333 Private Warrants at a price of $1.50 per Private Warrant, for an aggregate purchase price of $7,520,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the public warrants included as part of the Units sold in the IPO except that they will be non-redeemable and exercisable on a cashless basis for as long as the Private Warrants are held by the Sponsor or Cantor, the representative of the underwriters, or its permitted transferees. Additionally, for so long as the Private Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the commencement of sales of the IPO. On November 30, 2022, the Sponsor entered into a Sponsor Forfeiture Agreement (the “Sponsor Forfeiture Agreement”) with the Company and Liminatus, pursuant to which, contingent upon the closing of the Business Combination, the Sponsor agreed to forfeit all 4,177,778 of its Private Placement Warrants to purchase shares of the Company’s Class A common stock, exercisable at $11.50 per share (the “Forfeited Private Placement Warrants”), acquired by the Sponsor in March 2021 in connection with the Initial Public Offering. At the closing of the Business Combination, the Forfeited Private Placement Warrants shall be transferred from the Sponsor to the Company for cancellation in exchange for no consideration and the Company shall retire and cancel all of the Forfeited Private Placement Warrants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 2024
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B common stock, par value $0.0001 (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.2 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 6,900,000 Founder Shares (up to an aggregate of 900,000 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). All shares and associated amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, the 900,000 shares were no longer subject to forfeiture. On September 20, 2023, the Sponsor converted all of its Class B common stock on a one-for-one basis into Class A common stock. The Sponsor will not have any redemption rights in connection with the Converted Shares, and the Converted Shares will be subject to the restrictions on transfer entered into by the Sponsor in connection with the IPO. The Sponsor has agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of its stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On May 27, 2022, the Sponsor agreed to loan the Company up to $300,000 for working capital purposes. These loans are non-interest bearing, unsecured and are due on demand. As of June 30, 2024 and December 31, 2023, the outstanding note is due on demand. On October 10, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $550,000 to Iris Acquisition Holdings LLC, the Company’s Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $550,000 payable on demand. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the Note will be used by the Company for working capital purposes.As of June 30, 2024 and December 31, 2023, the Company’s outstanding balance was $540,000 under this loan. On December 20, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $750,000 to the Company’s Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $750,000, which was due the earlier of six months or the consummation of a business combination. As of June 30, 2024 and December 31, 2023, the Note is due and payable on demand. The Note does not bear interest. Upon the closing of a business combination, the Company shall pay an amount equal to 150% of the principal amount. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the Note will be used by the Company for working capital purposes. As of June 30, 2024 and December 31, 2023, the Company’s outstanding balance was $613,720 under this loan. As of June 30, 2024, and December 31, 2023, $28,463 and $120,515 of the total $613,720 outstanding balance was used for extension payments to the trust account, and the remaining balance was advanced for working capital purposes. In accordance with ASC 815, the premium for the 150% of the principal upon a business combination was determined to be an embedded feature that is bifurcated from the notes and is recorded as derivative liability. Management used a probability weighted expected return model to estimate the fair value of the redemption features at issuance of the promissory note – related party and as of June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, the fair value of the derivative liability was $0 and $2,202 respectively. The Company recorded a decrease in fair value of the derivative liability of $2,202 and $0 for the six months ended June 30, 2024 and June 30, 2023, respectively. At issuance the debt discount for derivative liability was $104,428. As of June 30, 2024 and December 31, 2023, the debt discount for derivative liability was $0 and $1,339, respectively. For the three and six months ended June 30, 2024, the Company recorded accretion of the debt discount of $1,339 and $0, respectively, which is included in interest expense on the accompanying condensed statements of operations. In March 2023, during the United States banking crisis, the Company held cash in First Republic Bank and transferred $120,000 to the Sponsor to avoid delays in receiving funds from the bank in the event of collapse. In June 2023, this amount was still held by the Sponsor and used as a repayment of the outstanding principal balance. On March 13, 2024, the December 2022 unsecured promissory note with the Sponsor was amended and restated to eliminate the 150% that would have been due upon the closing of a business combination. The total balance outstanding on the promissory notes - related party amounted to $1,453,720, net of the debt discount of $0 and $1,452,381, net of the debt discount of $1,339, at June 30, 2024 and December 31, 2023, respectively. Related Party Loans In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. During the year ended December 31, 2023, the Company obtained proceeds of $400,000 from the Sponsor to use for the payment of vendors. Before these proceeds were disbursed to vendors, Management decided to repay the outstanding balance in full. As of June 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans. In addition, in order to fund the extension payments, the Sponsor or its designees has agreed to loan to the Company the lesser of: (x) $30,000 and (y) $0.06 per month for each public share that is not redeemed (the “Extension Payments Loan”). The Extension Payments Loan will only be made on a month - to - month basis at the end of every month and until the consummation of the business combination transaction. The amount of the Extension Payments Loan will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of an initial business combination, in cash, at the option of the Sponsor. As of June 30, 2024, the Company had $34,444 recorded as Due from Sponsor and Due to Related Party Administrative Support Agreement On March 11, 2024, the Company entered into an administrative support agreement (the “Agreement”) with Arrow Capital Management LLC (“Arrow”). Pursuant to the Agreement, Arrow will provide certain office space, utilities and secretarial and administrative support (the “Services”) to the Company. In exchange for the Services, the Company will pay to Arrow $10,000 per month, beginning January 1, 2024, and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. For the three and six months ended June 30, 2024, the Company incurred $30,000 and $60,000, respectively, for the administrative support agreement, which is included in formation and operating costs on the condensed statements of operations. Advances due from Sponsor The Company accounts for advances due from the Sponsor as a contra equity balance unless payment has been received subsequent to period end. As of June 30, 2024 and December 31, 2023, the Company has $68,888 and $0 of extension deposit advances due from the Sponsor.

LOAN PAYABLE - LIMINATUS

LOAN PAYABLE - LIMINATUS	6 Months Ended
LOAN PAYABLE - LIMINATUS	Jun. 30, 2024
LOAN PAYABLE - LIMINATUS
LOAN PAYABLE - LIMINATUS	NOTE 6. LOAN PAYABLE - LIMINATUS On October 4, 2023, the Company issued an unsecured promissory note in the aggregate principal amount up to $1,500,000 to Liminatus. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $1,500,000 payable following the earlier of (i) closing of the Business Combination, as defined in the Business Combination Agreement dated November 30, 2022, or (ii) thirty (30) days following the termination of the Business Combination Agreement; provided, however, in the event the Company commences liquidation proceedings, this Note shall be cancelled and all amounts due, including all principal and accrued interest, shall be forgiven. Interest on the Note compounds annually and accrues on each unpaid Advance made under this Note at the rate of 5% per annum. On February 28, 2024, the Liminatus unsecured promissory note was amended and restated to increase the aggregate principal amount to up to $2,500,000, and add advances that occurred under the note. As of June 30, 2024 and December 31, 2023, the Company’s outstanding balance was $2,318,500 and $818,500 from the advances. For the three and six months ended June 30, 2024, the Company recorded interest expense of $28,902 and 47,352, respectively, which is included within formation and operating costs on the condensed statements of operations.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the shares of Class A common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the Effective Date. The holders of these securities are entitled to make up to three demands, excluding Form S-3 demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to an underwriting discount of 2% (or $5,520,000) of the gross proceeds of the IPO and deferred underwriting discount of 3.5% (or 9,660,000) of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. On October 11, 2023, the Company executed a Fee Reduction Agreement with the underwriters to reduce the deferred underwriting discount of $9,660,000 to $8,000,000 in the event that the business combination with Liminatus is consummated. Pursuant to the terms of the agreement, the reduced deferred underwriting discount shall be payable by the Company to the underwriters in amount $1,000,000 in cash and $7,000,000 of the common equity securities of the public entity that survives the transaction. As of June 30, 2024, the deferred underwriting discount of $9,660,000 hasn’t been reduced to $8,000,000 because the release of the payable will occur upon the consummation of the business combination with Liminatus.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	6 Months Ended
STOCKHOLDERS' DEFICIT	Jun. 30, 2024
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock Class A common stock Class B common stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock is convertible at any time and from time to time at the option of the holder thereof and will automatically convert into Class A common stock upon the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 83% of the total number of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (i) any shares of Class A common stock redeemed by public stockholders in connection with the initial Business Combination and (ii) any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. On September 20, 2023, the Sponsor converted all of its Class B common stock on a one - for - one basis into Class A common stock (such shares, the “Converted Shares”). The Sponsor will not have any redemption rights in connection with the Converted Shares, and the Converted Shares will be subject to the restrictions on transfer entered into by the Sponsor in connection with the IPO.

INCOME TAXES

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2024
INCOME TAXES
INCOME TAXES	NOTE 9. INCOME TAXES The Company’s effective tax rate for the six months ended June 30, 2024 and 2023 was (0.8)% and 0.8%, respectively. The Company’s effective tax rate for the three months ended June 30, 2024 and 2023 was (0.9)% and (4.7)%, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the changes in the fair value of warrant liabilities, transaction costs and change in the valuation allowance. The Company has used a discrete effective tax rate method to calculate taxes for the six months ended June 30, 2024. The Company believes that the use of the discrete method is more appropriate than the estimated effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings.

RECURRING FAIR VALUE MEASUREMEN

RECURRING FAIR VALUE MEASUREMENTS	6 Months Ended
RECURRING FAIR VALUE MEASUREMENTS	Jun. 30, 2024
RECURRING FAIR VALUE MEASUREMENTS
RECURRING FAIR VALUE MEASUREMENTS	NOTE 10. RECURRING FAIR VALUE MEASUREMENTS As of June 30, 2024 and December 31, 2023, the Company’s warrant liabilities were valued at $476,533 and $376,444, respectively. Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the condensed balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. All of the Company’s permitted investments are held in a money market fund. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following table presents fair value information as of June 30, 2024 and December 31, 2023 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Amount at Description Fair Value Level 1 Level 2 Level 3 June 30, 2024 (Unaudited) Assets: Cash equivalents held in Trust Account: $ 3,126,546 $ 3,126,546 $ — $ — Liabilities: Public Warrants 276,000 276,000 — — Private Warrants 200,533 — — 200,533 December 31, 2023 Assets: Cash equivalents held in Trust 4,291,332 4,291,332 — — Liabilities: Public Warrants 207,690 207,690 — — Private Warrants 168,754 — — 168,754 Derivative liability $ 2,202 $ — $ — $ 2,202 Measurement - The key inputs into the Monte Carlo simulation model for the Warrants were as follows at initial measurement, June 30, 2024 and December 31, 2023: June 30, 2024 (Unaudited) December 31, 2023 Risk-free interest rate 5.16 % 4.91 % Expected term (years) 0.86 0.87 Expected volatility de minimis 5.7 % Stock Price $ 11.67 $ 10.33 Exercise Price $ 11.50 $ 11.50 The change in the fair value of the warrant liabilities classified as Level 3 for the three months ended June 30, 2024 and the year ended December 31, 2023 is summarized as follows: Fair value at January 1, 2024 $ 168,754 Change in fair value 82,824 Fair value at March 31, 2024 251,578 Change in fair value (51,045) Fair value at June 30, 2024 $ 200,533

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than the below that would have required adjustment or disclosure in the financial statements. On July 19, 2024, the Company entered into the Fourth Amendment to the Business Combination Agreement to amend the Outside Date to September 3, 2024. On July 19, 2024, the Company entered into a capital markets advisory agreement with Benjamin Securities, Inc. and Liminatus Pharma, LLC to perform certain services for the Company and Liminatus Pharma, LLC. On July 23, 2024, the PIPE Equity Subscription Agreement was amended to increase the PIPE Investor’s committed purchase of PIPE Shares from 1,500,000 to 2,500,000, increase the PIPE Equity Investment from $15,000,000 to $25,000,000, and extend the date by which the PIPE Subscriber can terminate the agreement to September 3, 2024. On July 23, 2024, the Convertible Note Subscription Agreement was terminated. On August 2, 2024, the parties to the unsecured promissory note amended such promissory note to increase the principal amount from $2,500,000 to $3,500,000. On August 5, 2024, $17,222 was deposited into the Trust Account representing an Extension Payment. The Extension Payment was deposited from the Company’s operating account and is Due from Sponsor.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (534,854)	$ (858,231)	$ 232,984	$ (648,716)	$ (1,393,085)	$ (415,732)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying 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 10 of Regulation S-X. 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 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 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 17, 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 interim periods.
Emerging Growth Company Status	Emerging Growth Company Status 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 stockholder 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 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	Use of Estimates The preparation of condensed 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Class A ordinary shares subject to possible redemption and the valuation of the Private Placement Warrants required management to exercise significant judgement in its estimates.
Cash	Cash 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. As of June 30, 2024 and December 31, 2023, the Company had operating cash (i.e., cash held outside the Trust Account) of $339,203 and $156,425, respectively. As of June 30, 2024 and December 31, 2023, there were certain amounts that are restricted as they were withdrawn from the trust account for income tax payments, which totaled $36,203 and $85,084, respectively.
Cash and Investments held in Trust Account, and Restricted cash - held in Trust Account	Cash and Cash Equivalents held in Trust Account As of June 30, 2024 and December 31, 2023, the Company had a total of $3,126,546 and $4,291,332, respectively in the Trust Account held in money market funds cash equivalents.
Concentration of Credit Risk	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 coverage of $250,000. As of June 30, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Forgiveness of Unrelated Vendor Payables	Forgiveness of Unrelated Vendor Payables During the three and six months ended June 30, 2023, the Company negotiated and a certain vendor agreed to forgive outstanding payables, which totaled $350,000 for cash payments totaling $75,000. As the Company was unable to provide payment in full, a compromise for a one-time lump-payment was agreed upon. For the three and six months ended June 30, 2023, the net unpaid amount of the outstanding payables totaling $275,000 was recorded in the statements of operations.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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 a component of temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s 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, common stock subject to possible redemption is presented at redemption value of $10.18 and $9.96 as of June 30, 2024 and December 31, 2023, respectively, as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
Net Loss Per Common Stock	Net Loss Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Net loss $ (534,854) $ — $ 39,604 $ 193,380 $ (1,393,085) $ — $ (70,668) $ (345,064) Denominator: Basic and diluted weighted average shares outstanding 7,187,037 — 1,413,104 6,900,000 7,231,055 — 1,413,104 6,900,000 Basic and diluted net loss per share $ (0.07) $ 0.00 $ 0.03 $ 0.03 $ (0.19) $ 0.00 $ (0.05) $ (0.05)
Debt Discount	Debt Discount The Company presents the debt discount in the balance sheets as a direct reduction from the carrying amount of debt and are amortized over the term of the related debt using the effective yield method. For the three and six months ended June 30, 2024, the Company accreted the debt discount for $0 and $1,339, respectively, which is included in interest expense on the accompanying condensed statements of operations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its 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 The Company evaluates all of its financial instruments, including notes payable, to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. The Company has determined that the promissory note - related party included an embedded derivative for the redemption feature for the amount equal to 150% of the principal amount upon the consummation of a business combination. See Note 5. ASC Topic 470-20, Debt with Conversion and Other Options,
Fair Value Measurements	Fair Value Measurements 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). 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.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC Topic 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 carryforwards. 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. Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance. 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. There were no tax accruals relating to uncertain tax positions. 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 December 31, 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. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations 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.
Advances due from Sponsor	Advances due from Sponsor The Company accounts for advances due from the Sponsor as a contra equity balance unless payment has been received subsequent to period end. As of June 30, 2024 and December 31, 2023, the Company has $68,888 and $0 of extension deposit advances due from the Sponsor. See Note 5.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.
Risks and Uncertainties	Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. For purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. In April 2024, the Treasury issued proposed regulations providing guidance with respect to the excise tax. Taxpayers must rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by publicly traded domestic corporations are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. On June 28, 2024, the Treasury finalized certain of the proposed regulations (those relating to procedures for reporting and paying the Excise Tax). The remaining regulations (largely relating to the computation of the Excise Tax) remain in proposed form. The Treasury intends to finalize these proposed regulations at a later date and, until such time, taxpayers may continue to rely on the proposed regulations. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by us, in connection with a business combination, extension vote, or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the trust account could be used to pay any excise tax owed by us in the event we are unable to complete a business combination in the required time and redeem 100% of our remaining Class A common stock in accordance with our amended and restated certificate of incorporation, in which case the amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced. On September 7, 2023, the Company’s stockholders redeemed 1,006,495 shares of Class A shares of common stock for a total of $10,358,754. As of December 31, 2023, the Company recorded $103,587 of excise tax liability calculated as 1% of the fair market value of the shares redeemed on September 7, 2023. The liability does not impact the accompanying unaudited condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. On March 7, 2024 the Company stockholders holding 119,572 shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.58 per share, for an aggregate redemption amount of $1,265,669. As of June 30, 2024, the Company recorded $12,657 of excise tax liability calculated as 1% of the fair market value of the shares redeemed on March 7, 2024. The liability does not impact the accompanying unaudited condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or a portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024, until paid in full.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reconciliation of basic and diluted net income per share for each class of common stock	Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income Numerator: Net loss $ (534,854) $ — $ 39,604 $ 193,380 $ (1,393,085) $ — $ (70,668) $ (345,064) Denominator: Basic and diluted weighted average shares outstanding 7,187,037 — 1,413,104 6,900,000 7,231,055 — 1,413,104 6,900,000 Basic and diluted net loss per share $ (0.07) $ 0.00 $ 0.03 $ 0.03 $ (0.19) $ 0.00 $ (0.05) $ (0.05)

INITIAL PUBLIC OFFERING (Tables

INITIAL PUBLIC OFFERING (Tables)	6 Months Ended
INITIAL PUBLIC OFFERING (Tables)	Jun. 30, 2024
INITIAL PUBLIC OFFERING
Schedule of common stock reflected on the condensed balance sheets are reconciled	Class A common stock subject to possible redemption as December 31, 2023 $ 4,049,650 Less: Shares redeemed in March 2024 (1,265,669) Plus: Remeasurement of carrying value to redemption value 86,389 Class A common stock subject to possible redemption as March 31, 2024 2,870,370 Plus: Remeasurement of carrying value to redemption value 50,939 Class A common stock subject to possible redemption as June 30, 2024 $ 2,921,309

RECURRING FAIR VALUE MEASUREM_2

RECURRING FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
RECURRING FAIR VALUE MEASUREMENTS (Tables)	Jun. 30, 2024
RECURRING FAIR VALUE MEASUREMENTS
Schedule of company's financial assets and liabilities that were accounted for at fair value on a recurring basis	Amount at Description Fair Value Level 1 Level 2 Level 3 June 30, 2024 (Unaudited) Assets: Cash equivalents held in Trust Account: $ 3,126,546 $ 3,126,546 $ — $ — Liabilities: Public Warrants 276,000 276,000 — — Private Warrants 200,533 — — 200,533 December 31, 2023 Assets: Cash equivalents held in Trust 4,291,332 4,291,332 — — Liabilities: Public Warrants 207,690 207,690 — — Private Warrants 168,754 — — 168,754 Derivative liability $ 2,202 $ — $ — $ 2,202
Schedule of key inputs into the monte carlo simulation model for the warrants	June 30, 2024 (Unaudited) December 31, 2023 Risk-free interest rate 5.16 % 4.91 % Expected term (years) 0.86 0.87 Expected volatility de minimis 5.7 % Stock Price $ 11.67 $ 10.33 Exercise Price $ 11.50 $ 11.50
Schedule of change in the fair value of the warrant liabilities classified as level 3	Fair value at January 1, 2024 $ 168,754 Change in fair value 82,824 Fair value at March 31, 2024 251,578 Change in fair value (51,045) Fair value at June 30, 2024 $ 200,533

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)			1 Months Ended	6 Months Ended
	May 02, 2024	Mar. 09, 2021	Nov. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Mar. 07, 2024	Dec. 31, 2023	Sep. 07, 2023	Dec. 20, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deferred underwriting fee payable				$ 9,660,000			$ 9,660,000
Investment of cash into trust account				$ 80,129	$ 63,590
Obligation to redeem public shares if entity does not complete a business combination (as a percent)		100%
Redemption of shares calculated based on business days prior to consummation of business combination (in days)		2 days
Minimum net tangible assets upon consummation of the business combination		$ 5,000,001
Threshold business days for redemption of public shares		10 days
Maximum net interest to pay dissolution expenses		$ 100,000
Cash redemption price				$ 10.18			$ 9.96
Publicly held threshold shares requirement	500,000
Operating bank account				$ 339,203
Restricted cash				36,203			$ 85,084
Working capital				6,059,539
Working capital loans outstanding				$ 0			$ 0
Class A common stock subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cash redemption price				$ 10.18			$ 9.96
Stock subject to possible redemption				287,037			406,609
Applicable tax amount				$ 222,459			$ 241,682
Liminatus
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate consideration to be paid transactions			25,000,000
Aggregate equity consideration price			$ 10
Equity subscription agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Percentage of purchase convertible notes			8%
Aggregate principal amount			$ 25,000,000
After closing term of business combination			3 years
Initial conversion price			$ 11.50
Temporary equity of redemption payment							$ 298,431
Common stock exercised						119,572			26,186,896
Cash redemption price						$ 10.58			$ 10.08
Aggregate redemption amount									$ 263,963,913
Stock subject to possible redemption						287,037			1,413,104
Applicable tax amount						$ 60,000
Redemptions left in trust						$ 1,265,669
Second extension amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Common stock exercised								1,006,495
Cash redemption price								$ 10.29
Aggregate redemption amount								$ 10,358,754
Stock subject to possible redemption								406,609
IPO
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued		27,600,000
Unit price per unit		$ 10
Gross proceeds from sale of units		$ 276,000,000
Transaction costs		15,627,893
Underwriting discount		5,520,000
Deferred underwriting fee payable		9,660,000
Other offering costs		447,893
Transaction costs allocated to warrants		606,622
Transaction costs included in equity		15,021,271
Investment of cash into trust account		$ 276,000,000
Redemption period upon closure		42 months
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued		5,013,333
Price of warrant		$ 1.50
Gross proceeds from issuance of warrants		$ 7,520,000
Private Placement \| Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued		1
Price of warrant		$ 11.50
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued		3,600,000
PIPE Equity Subscription Agreement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Capital shares reserve for issuance			1,500,000
Aggregate Purchase Price of Shares, Subscription Agreement			$ 15,000,000
Stock purchase price per share			$ 10

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 07, 2024	Sep. 07, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 20, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash held outside the trust account			$ 339,203		$ 339,203		$ 156,425
Restricted cash			36,203		36,203		85,084
Investments held in trust account			$ 3,126,546		$ 3,126,546		$ 4,291,332
Redemption value per share			$ 10.18		$ 10.18		$ 9.96
Class A common stocks in the calculation of diluted income per share					11,913,333
Interest expense			$ 0		$ 1,339
Embedded derivative for the redemption feature for the amount					150%
Unrecognized tax benefits			0		$ 0		$ 0
Unrecognized tax benefits accrued for interest and penalties			0		0		0
Extension deposits due from Sponsor			68,888		68,888		0
Excise tax payable			$ 12,657		$ 12,657		$ 103,587
Percentage of excise tax on fair market value of shares redeemed					1%		1%
Vendors agreed to forgive outstanding payables				$ 350,000		$ 350,000
Forgive of cash payments				75,000		75,000
Forgiveness of unrelated vendor payables				$ 275,000		$ 275,000
Percentage of interest on additional interest and penalties					10%
Percentage of underpayment penalty					5%
Maximum underpayment penalty percentage of the total liability					25%
Equity subscription agreement
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Common stock exercised	119,572							26,186,896
Redemption value per share	$ 10.58							$ 10.08
Vendors agreed to forgive outstanding payables	$ 119,572
Redemptions left in trust	$ 1,265,669
Class A common stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Common stock redeemed (in shares)		1,006,495
Common stock redeemed amount		$ 10,358,754
Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Redemption value per share			$ 10.18		$ 10.18		$ 9.96

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of net income (loss) per common stock (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Class A common stock
Numerator:
Net loss	$ (534,854)	$ 39,604	$ (1,393,085)	$ (70,668)
Denominator:
Basic weighted average shares outstanding	7,187,037	1,413,104	7,231,055	1,413,104
Diluted weighted average shares outstanding	7,187,037	1,413,104	7,231,055	1,413,104
Basic net (loss) income per share	$ (0.07)	$ 0.03	$ (0.19)	$ (0.05)
Diluted net (loss) income per share	(0.07)	$ 0.03	(0.19)	$ (0.05)
Class B common stock
Numerator:
Net loss		$ 193,380		$ (345,064)
Denominator:
Basic weighted average shares outstanding		6,900,000		6,900,000
Diluted weighted average shares outstanding		6,900,000		6,900,000
Basic net (loss) income per share	0	$ 0.03	0	$ (0.05)
Diluted net (loss) income per share	$ 0	$ 0.03	$ 0	$ (0.05)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)		3 Months Ended	12 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Mar. 09, 2021	Mar. 31, 2024	Dec. 31, 2023
INITIAL PUBLIC OFFERING
Purchase price, per unit	$ 10
Number of warrants in a unit	0.25
Distributed of funds			$ 294,669
Adjustment deposited into cash in trust account		$ 294,669
Warrants expiration term	5 years
Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Number of shares issuable per warrant	1
Public warrants
INITIAL PUBLIC OFFERING
Exercise price of warrants	$ 0.01
Warrants expiration term	5 years
Public warrants \| Class A common stock
INITIAL PUBLIC OFFERING
Exercise price of warrants	$ 11.50
Warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the public offering	12 months
IPO
INITIAL PUBLIC OFFERING
Number of units issued	27,600,000
Gross proceeds from sale of units	$ 276,000,000
Underwriting fee	5,520,000
Additional fee	$ 9,660,000
IPO \| Class A common stock
INITIAL PUBLIC OFFERING
Number of units issued	27,600,000
IPO \| Public warrants
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued	3,600,000

INITIAL PUBLIC OFFERING - Commo

INITIAL PUBLIC OFFERING - Common stock reflected on the condensed balance sheets are reconciled (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
INITIAL PUBLIC OFFERING
Plus: Remeasurement of carrying value to redemption value	$ 50,939	$ 86,389	$ 298,845	$ 137,328	$ 298,845
Class A common stock subject to possible redemption
INITIAL PUBLIC OFFERING
Class A common stock subject to possible redemption	2,870,370	4,049,650		4,049,650
Less: Shares redeemed in March 2024		(1,265,669)
Plus: Remeasurement of carrying value to redemption value	50,939	86,389
Class A common stock subject to possible redemption	$ 2,921,309	$ 2,870,370		$ 2,921,309

INITIAL PUBLIC OFFERING - Warra

INITIAL PUBLIC OFFERING - Warrants (Details)	Mar. 09, 2021 period D $ / shares shares
INITIAL PUBLIC OFFERING
Percentage of gross proceeds on total equity proceeds	60%
Warrants expiration term	5 years
Class A common stock
INITIAL PUBLIC OFFERING
Number of shares per warrant \| shares	1
Number of trading days on which fair market value of shares is reported \| D	20
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115%
Class A common stock \| Maximum
INITIAL PUBLIC OFFERING
Exercise price of warrants	$ 9.20
Redemption of warrants when price per share of class common stock equals or exceeds $18.00
INITIAL PUBLIC OFFERING
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%
Share trigger price	$ 18
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants \| period	30
Threshold number of business days before sending notice of redemption to warrant holders \| D	3
Public Warrants
INITIAL PUBLIC OFFERING
Exercise price of warrants	$ 0.01
Warrants expiration term	5 years
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption period	30 days
Public Warrants \| Class A common stock
INITIAL PUBLIC OFFERING
Exercise price of warrants	$ 11.50
Warrants exercisable term from the closing of the public offering	12 months
Warrants exercisable term after the completion of a business combination	30 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Public Warrants \| Redemption of warrants when price per share of class common stock equals or exceeds $18.00
INITIAL PUBLIC OFFERING
Maximum period after business combination in which to file registration statement	15 days

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Nov. 30, 2022	Mar. 09, 2021
PRIVATE PLACEMENT
Warrants expiration term		5 years
Private Warrants
PRIVATE PLACEMENT
Price of warrant		$ 1.50
Exercise price of warrants	$ 11.50
Warrants forfeited	4,177,778
Value of forfeited warrants	$ 0
Private Placement
PRIVATE PLACEMENT
Number of warrants to purchase shares issued		5,013,333
Exercise price of warrants		$ 1.50
Private Placement \| Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued		1
Exercise price of warrants		$ 11.50
Private Placement \| Private Warrants
PRIVATE PLACEMENT
Number of warrants to purchase shares issued		5,013,333
Proceeds from issuance of warrants		$ 7,520,000
Number of shares per warrant		1
Exercise price of warrants		$ 11.50
Warrants expiration term		5 years

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		1 Months Ended	6 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Sep. 20, 2023	Feb. 28, 2021 shares	Jun. 30, 2024 USD ($) D $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares shares
Class B common stock
RELATED PARTY TRANSACTIONS
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Ratio to be applied to the stock in the conversion	1
Related Party [Member]
RELATED PARTY TRANSACTIONS
Promissory note \| $			$ 1,453,720	$ 1,452,381
Founder Shares \| Class B common stock
RELATED PARTY TRANSACTIONS
Ratio to be applied to the stock in the conversion	1
Founder Shares \| Sponsor \| Class B common stock
RELATED PARTY TRANSACTIONS
Consideration received \| $					$ 25,000
Consideration received, per share \| $ / shares					$ 0.004
Consideration received in shares \| shares					5,750,000
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001
Share dividend \| shares		0.2
Aggregate number of shares owned \| shares		6,900,000
Restrictions on transfer period of time after business combination completion			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days
Founder Shares \| Sponsor \| Class B common stock \| Over-allotment option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture \| shares		900,000
Shares no longer subject to forfeiture \| shares			900,000
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Promissory note \| $			$ 613,720	613,720
Extension payments to the trust account \| $			28,463	120,515
Promissory Note with Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Promissory note \| $			$ 540,000	$ 540,000

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)			3 Months Ended	6 Months Ended
		Dec. 20, 2022	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Mar. 13, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Oct. 10, 2022	May 27, 2022
RELATED PARTY TRANSACTIONS
Embedded derivative for the redemption feature for the amount				150%
Unrealized gain on change in fair value of derivative liability				$ 2,202
Interest expense			$ 0	1,339
Cash	[1]		339,203	339,203			$ 156,425
Other liabilities current			75,000	75,000			75,000
Unfunded extension deposit			34,444	34,444
Extension deposits due from Sponsor			68,888	68,888			0
Related party
RELATED PARTY TRANSACTIONS
Promissory note			$ 1,453,720	1,453,720			1,452,381
Sponsor
RELATED PARTY TRANSACTIONS
Related party extension payment loans				$ 30,000
Non redeemed shares for extension payment loans			$ 0.06	$ 0.06
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Promissory note			$ 613,720	$ 613,720			613,720
Embedded derivative for the redemption feature for the amount				150%
Derivative liability			0	$ 0			2,202
Unrealized gain on change in fair value of derivative liability				2,202	$ 0
Debt discount for derivative liability			0	0			1,339		$ 104,428
Interest expense			1,339	0
Percentage of principal removed						150%
Outstanding balance of related party note			1,453,720	1,453,720			1,453,720
Net of the debt discount			1,339	1,339			1,339
Promissory Note with Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note		$ 750,000								$ 550,000	$ 300,000
Aggregate principal amount		$ 750,000								$ 550,000
Promissory note			540,000	540,000			540,000
Percentage of purchase convertible notes		150%
Cash								$ 120,000
Promissory Note with Related Party \| Other affiliates
RELATED PARTY TRANSACTIONS
Net of the debt discount			$ 0	$ 0			1,452,381
Related Party Loans
RELATED PARTY TRANSACTIONS
Initial conversion price			$ 1.50	$ 1.50
Related Party Loans \| Sponsor
RELATED PARTY TRANSACTIONS
Proceeds from issuance of debt to payment of vendors				$ 400,000
Related Party Loans \| Sponsor \| Working Capital Loans Warrant
RELATED PARTY TRANSACTIONS
Maximum number of loans convertible into warrants				1,500,000
Other liabilities current			$ 0	$ 0			$ 0
Administrative Support Agreement \| Sponsor
RELATED PARTY TRANSACTIONS
Expenses per month				10,000
Administrative Support Agreement \| Sponsor \| Operating costs
RELATED PARTY TRANSACTIONS
Administrative fees expense			30,000	60,000
Unfunded Extension Payment from Sponsor
RELATED PARTY TRANSACTIONS
Other liabilities current			$ 34,444	$ 34,444

[1] (1) As of June 30, 2024 and December 31, 2023, includes $36,203 and $85,084 , respectively of the restricted cash to be used for tax payments only.

LOAN PAYABLE - LIMINATUS (Detai

LOAN PAYABLE - LIMINATUS (Details) - USD ($)		3 Months Ended	6 Months Ended
LOAN PAYABLE - LIMINATUS (Details) - USD ($)	Oct. 04, 2023	Jun. 30, 2024	Jun. 30, 2024	Feb. 28, 2024	Dec. 31, 2023
Related party
LOAN PAYABLE - LIMINATUS
Promissory note		$ 1,453,720	$ 1,453,720		$ 1,452,381
Liminatus
LOAN PAYABLE - LIMINATUS
Promissory note		2,318,500	2,318,500		818,500
Promissory Note with Related Party
LOAN PAYABLE - LIMINATUS
Promissory note		613,720	613,720		613,720
Promissory Note with Related Party \| Liminatus
LOAN PAYABLE - LIMINATUS
Aggregate principal amount	$ 1,500,000			$ 2,500,000
Maximum borrowing capacity of related party promissory note	$ 1,500,000
Period to repay debt in case of termination of agreement	30 days
Debt instrument, interest rate during the period	5%
Promissory note		2,318,500	2,318,500		$ 818,500
Interest expense		$ 28,902	$ 47,352

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Jun. 30, 2024 USD ($) item	Dec. 31, 2023 USD ($)	Oct. 11, 2023 USD ($)	Oct. 10, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item	3
Underwriting discount (in percentage)	2%
Underwriting discount	$ 5,520,000
Deferred underwriting discount (in percentage)	3.50%
Deferred underwriting discount	$ 9,660,000	$ 9,660,000
Fee Reduction Agreement
COMMITMENTS AND CONTINGENCIES
Deferred underwriting discount	$ 8,000,000		$ 8,000,000	$ 9,660,000
Underwriting discount paid in cash			1,000,000
Underwriting discount paid in securities			$ 7,000,000

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred stock (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
STOCKHOLDERS' DEFICIT
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common stock (Details)		6 Months Ended
STOCKHOLDERS' DEFICIT - Common stock (Details)	Sep. 20, 2023	Jun. 30, 2024 Vote $ / shares shares	Dec. 31, 2023 $ / shares shares
STOCKHOLDERS' DEFICIT
Common shares, votes per share \| Vote		1
Class A common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized (in shares)		280,000,000	280,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)		7,187,037	7,306,609
Common stock, shares outstanding (in shares)		7,187,037	7,306,609
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Class A common stock subject to possible redemption, issued (in shares)		287,037	406,609
Class A common stock subject to possible redemption, outstanding (in shares)		287,037	406,609
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized (in shares)		20,000,000	20,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)		0	0
Common stock, shares outstanding (in shares)		0	0
Ratio to be applied to the stock in the conversion	1
Conversion of shares upon business combination		1
Aggregated shares issued upon converted basis (in percent)		83%

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended		6 Months Ended
INCOME TAXES (Details)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
INCOME TAXES
Effective tax rate	(0.90%)	(4.70%)	(0.80%)	0.80%
Statutory income tax rate			21%

RECURRING FAIR VALUE MEASUREM_3

RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Assets:
Cash and Investments held in Trust Account	$ 3,126,546	$ 4,291,332
Liabilities:
Warrant liability	476,533	376,444
Recurring
Assets:
Cash and Investments held in Trust Account	3,126,546	4,291,332
Liabilities:
Derivative liability		2,202
Recurring \| Public Warrants
Liabilities:
Warrant liability	276,000	207,690
Recurring \| Private Warrants
Liabilities:
Warrant liability	200,533	168,754
Level 1 \| Recurring
Assets:
Cash and Investments held in Trust Account	3,126,546	4,291,332
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liability	276,000	207,690
Level 3 \| Recurring
Liabilities:
Derivative liability		2,202
Level 3 \| Recurring \| Private Warrants
Liabilities:
Warrant liability	$ 200,533	$ 168,754

RECURRING FAIR VALUE MEASUREM_4

RECURRING FAIR VALUE MEASUREMENTS - Key inputs into the Monte Carlo simulation model for the Warrants (Details)	Jun. 30, 2024 $ / shares Y	Dec. 31, 2023 Y $ / shares
Risk-free interest rate
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input	0.0516	0.0491
Expected term (years)
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input \| Y	0.86	0.87
Expected volatility
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input		0.057
Stock Price
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input \| $ / shares	11.67	10.33
Exercise Price
RECURRING FAIR VALUE MEASUREMENTS
Derivative warrants liability, measurement input	0.1150	0.1150

RECURRING FAIR VALUE MEASUREM_5

RECURRING FAIR VALUE MEASUREMENTS - Change in the fair value of the warrant liabilities classified as Level 3 (Details) - Level 3 - USD ($)	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Fair value at beginning of period	$ 251,578	$ 168,754
Change in fair value	(51,045)	82,824
Fair value at end of period	$ 200,533	$ 251,578

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)				1 Months Ended	6 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Aug. 05, 2024	Jul. 23, 2024	Jul. 22, 2024	Nov. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Aug. 02, 2024	Aug. 01, 2024
SUBSEQUENT EVENTS
Disbursal of payments to trust account					$ 80,129	$ 63,590
PIPE Equity Subscription Agreement
SUBSEQUENT EVENTS
Capital shares reserve for issuance				1,500,000
Aggregate Purchase Price of Shares, Subscription Agreement				$ 15,000,000
Subsequent Events \| PIPE Equity Subscription Agreement
SUBSEQUENT EVENTS
Capital shares reserve for issuance		2,500,000	1,500,000
Aggregate Purchase Price of Shares, Subscription Agreement		$ 25,000,000	$ 15,000,000
Subsequent Events \| Liminatus
SUBSEQUENT EVENTS
Disbursal of payments to trust account	$ 17,222
Subsequent Events \| Promissory Note with Related Party
SUBSEQUENT EVENTS
Maximum borrowing capacity of related party promissory note							$ 3,500,000	$ 2,500,000