Finnovate Acquisition (FNVTF) 10-Q10 Dec 242024 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Dec. 10, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41012
Entity Registrant Name	FINNOVATE ACQUISITION CORP.
Entity Central Index Key	0001857855
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	265 Franklin Street
Entity Address, Address Line Two	Suite 1702
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02110
City Area Code	+1 424
Local Phone Number	253-0908
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one Class A ordinary share and three-quarters of one warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and three-quarters of one warrant
Trading Symbol	FNVTU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	FNVT
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	FNVTW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		5,327,791
Entity Listing, Par Value Per Share	$ 0.0001
Common Class B [Member]
Entity Common Stock, Shares Outstanding		1
Entity Listing, Par Value Per Share	$ 0.0001

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 7,555	$ 37
Prepaid expenses	38,424	37,389
Total Current Assets	45,979	37,426
Investments held in Trust Account	26,126,773	51,200,344
Total Assets	26,172,752	51,237,770
Current liabilities
Accounts payable and accrued expenses	1,817,014	1,435,205
Working Capital Loan – related party	1,193,961	542,503
Promissory Note payable	200,000
Promissory Note payable – related party	1,287,500	800,000
Due to related party	83,600	56,600
Total Liabilities	4,582,075	2,834,308
Commitments and Contingencies
Class A Ordinary Shares subject to possible redemption, 2,248,506 and 4,623,332 shares at redemption value of $11.62 and $11.07 at September 30, 2024 and December 31, 2023, respectively	26,126,773	51,200,344
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
Accumulated deficit	(4,536,542)	(2,797,328)
Total Shareholders’ Deficit	(4,536,096)	(2,796,882)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	26,172,752	51,237,770
Common Class A [Member]
Shareholders’ Deficit
Common stock, value	446	446
Common Class B [Member]
Shareholders’ Deficit
Common stock, value

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, shares outstanding	2,248,506	4,623,332
Temporary equity, redemption price per share	$ 11.62	$ 11.07
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	4,462,499	4,462,499
Common stock, shares outstanding	4,462,499	4,462,499
Shares subject to possible redemption	2,248,506	4,623,332
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	1	1
Common stock, shares outstanding	1	1

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating, general and administrative expenses	$ 375,172	$ 635,563	$ 1,152,138	$ 1,481,694
Loss from operations	(375,172)	(635,563)	(1,152,138)	(1,481,694)
Other income
Interest earned on Investments held in Trust Account	277,794	641,496	1,246,905	3,892,315
Interest earned on Bank Account	93	136	424	1,807
Total other income	277,887	641,632	1,247,329	3,894,122
Net (Loss) Income	$ (97,285)	$ 6,069	$ 95,191	$ 2,412,428
Non-Redeemable Ordinary Shares [Member]
Other income
Basic net (loss) income per ordinary share	$ (0.01)	$ 0	$ 0.01	$ 0.16
Diluted net (loss) income per ordinary share	$ (0.01)	$ 0	$ 0.01	$ 0.16
Common Class A [Member]
Other income
Basic weighted average shares outstanding	2,248,506	4,623,332	3,305,910	10,451,025
Diluted weighted average shares outstanding	2,248,506	4,623,332	3,305,910	10,451,025
Redeemable Ordinary Shares [Member]
Other income
Basic weighted average shares outstanding	2,248,506	4,623,332	3,305,910	10,451,025
Diluted weighted average shares outstanding	2,248,506	4,623,332	3,305,910	10,451,025
Basic net (loss) income per ordinary share	$ (0.01)	$ 0	$ 0.01	$ 0.16
Diluted net (loss) income per ordinary share	$ (0.01)	$ 0	$ 0.01	$ 0.16
Common Class B [Member]
Other income
Basic weighted average shares outstanding	4,462,500	4,462,500	4,462,500	4,462,500
Diluted weighted average shares outstanding	4,462,500	4,462,500	4,462,500	4,462,500

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 15	$ 431		$ (455,795)	$ (455,349)
Balance, shares at Dec. 31, 2022	150,000	4,312,500
Remeasurement of Class A Ordinary Shares to redemption value				(1,908,881)	(1,908,881)
Net income (loss)				1,608,034	1,608,034
Balance at Mar. 31, 2023	$ 15	$ 431		(756,642)	(756,196)
Balance, shares at Mar. 31, 2023	150,000	4,312,500
Balance at Dec. 31, 2022	$ 15	$ 431		(455,795)	(455,349)
Balance, shares at Dec. 31, 2022	150,000	4,312,500
Net income (loss)					2,412,428
Balance at Sep. 30, 2023	$ 446			(1,985,917)	(1,985,417)
Balance, shares at Sep. 30, 2023	4,462,499	1
Balance at Mar. 31, 2023	$ 15	$ 431		(756,642)	(756,196)
Balance, shares at Mar. 31, 2023	150,000	4,312,500
Remeasurement of Class A Ordinary Shares to redemption value			(449,765)	(892,173)	(1,341,938)
Extension Contribution				(300,000)	(300,000)
Net income (loss)				798,325	798,325
Conversion of Sponsor Shares	$ 431	$ (431)
Conversion of Sponsor Shares, shares	4,312,499	(4,312,499)
Promissory Note forgiveness			449,765		449,765
Balance at Jun. 30, 2023	$ 446			(1,150,490)	(1,150,044)
Balance, shares at Jun. 30, 2023	4,462,499	1
Remeasurement of Class A Ordinary Shares to redemption value				(641,496)	(641,496)
Extension Contribution				(200,000)	(200,000)
Net income (loss)				6,069	6,069
Balance at Sep. 30, 2023	$ 446			(1,985,917)	(1,985,417)
Balance, shares at Sep. 30, 2023	4,462,499	1
Balance at Dec. 31, 2023	$ 446			(2,797,328)	(2,796,882)
Balance, shares at Dec. 31, 2023	4,462,499	1
Remeasurement of Class A Ordinary Shares to redemption value				(563,129)	(563,129)
Extension Contribution				(300,000)	(300,000)
Net income (loss)				242,095	242,095
Balance at Mar. 31, 2024	$ 446			(3,418,362)	(3,417,916)
Balance, shares at Mar. 31, 2024	4,462,499	1
Balance at Dec. 31, 2023	$ 446			(2,797,328)	(2,796,882)
Balance, shares at Dec. 31, 2023	4,462,499	1
Net income (loss)					95,191
Balance at Sep. 30, 2024	$ 446			(4,536,542)	(4,536,096)
Balance, shares at Sep. 30, 2024	4,462,499	1
Balance at Mar. 31, 2024	$ 446			(3,418,362)	(3,417,916)
Balance, shares at Mar. 31, 2024	4,462,499	1
Remeasurement of Class A Ordinary Shares to redemption value				(405,982)	(405,982)
Extension Contribution				(175,000)	(175,000)
Net income (loss)				(49,619)	(49,619)
Balance at Jun. 30, 2024	$ 446			(4,048,963)	(4,048,517)
Balance, shares at Jun. 30, 2024	4,462,499	1
Remeasurement of Class A Ordinary Shares to redemption value				(277,794)	(277,794)
Extension Contribution				(112,500)	(112,500)
Net income (loss)				(97,285)	(97,285)
Balance at Sep. 30, 2024	$ 446			$ (4,536,542)	$ (4,536,096)
Balance, shares at Sep. 30, 2024	4,462,499	1

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Condensed Statements of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income	$ 95,191	$ 2,412,428
Interest earned on Investments held in Trust Account	(1,246,905)	(3,892,315)
Changes in operating assets and liabilities:
Prepaid expenses	(1,035)	248,267
Accounts payable and accrued expenses	381,809	719,401
Due to related party	27,000	268,907
Net cash used by operating activities	(743,940)	(243,312)
Cash flows from investing activities:
Cash withdrawn from Trust Account in connection with redemption	26,907,976	132,616,922
Extension contribution	(587,500)	(500,000)
Net cash provided by investing activities	26,320,476	132,116,922
Cash flows from financing activities:
Redemption of Class A Ordinary Shares	(26,907,976)	(132,616,922)
Proceeds from Promissory Note	651,458
Proceeds from affiliate Promissory Note	200,000
Proceeds from Promissory Note – related party	487,500	500,000
Net cash provided used in financing activities	(25,569,018)	(132,116,922)
Net change in cash	7,518	(243,312)
Cash at beginning of period	37	244,179
Cash at end of period	7,555	867
Supplemental disclosure of cash flow information:
Remeasurement of redeemable Class A Ordinary Shares to redemption value	1,246,905	3,892,315
Promissory Note forgiveness		$ 449,765

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (97,285)	$ (49,619)	$ 242,095	$ 6,069	$ 798,325	$ 1,608,034	$ 95,191	$ 2,412,428

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
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

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	9 Months Ended
ORGANIZATION AND BUSINESS BACKGROUND	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Organization and General Finnovate Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 15, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early-stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of September 30, 2024, the Company had not commenced any operations. All activity for the period from March 15, 2021 (inception) through September 30, 2024 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) described below, and, since the IPO, the search for a target for its Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. IPO On November 8, 2021, the Company completed the sale of 15,000,000 0.0001 10.00 2,250,000 172,500,000 Simultaneously with the closing of the IPO, the Company completed the sale of 7,900,000 1.00 900,000 8,800,000 Following the closing of the IPO on November 8, 2021 and the subsequent exercise of the over-allotment option, $ 175,950,000 10.20 Initial Business Combination The Company’s executive officers and directors (“Management” or “Management Team”) has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80 50 The Company will provide its holders of its Public Shares, including the holders of its Founder Shares (as defined below) prior to the Initial Public Offering (the “Initial Shareholders”) and Management Team to the extent its Initial Shareholders and/or the members of the Management Team purchase Public Shares, provided that each Initial Shareholder’s and member of its Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is approximately $ 11.62 4,312,500 0.0001 The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders rights or pre-Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until May 8, 2025 to complete a Business Combination (the “Combination Period”), unless being extended by the Company’s shareholder approval. If the Company is unable to complete a 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $ 100,000 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its right to its underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.20 Liquidity, Capital Resources and Going Concern As of September 30, 2024, the Company had $ 7,555 4,536,096 250,000 In order to finance transaction costs in connection with a 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 with funds as may be required (the “Working Capital Loan”, as described in more detail in Note 5). As of September 30, 2024 and December 31, 2023, the Company had no On June 2, 2023, the Company issued a promissory note (the “June 2023 Promissory Note”) in the aggregate principal amount of up to $ 1,200,000 100,000 1,200,000 1.00 1,100,000 800,000 If the Company is not able to consummate a Business Combination before May 8, 2025, the Company will commence an automatic winding up, dissolution and liquidation. Management has determined that automatic liquidation, should a Business Combination not occur, and potential subsequent dissolution also raises substantial doubt about the Company’s ability to continue as a going concern. While Management intends to complete a Business Combination on or before May 8, 2025, it is uncertain whether the Company will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 8, 2025. On November 8, 2023, the Company issued a promissory note in the principal amount of up to $ 1,500,000 1,193,961 542,503 On January 26, 2024, the Company issued an unsecured promissory note (the “January 2024 Promissory Note”) in the aggregate principal amount of up to $ 1,500,000 200,000 On May 15, 2024, the Company issued an unsecured promissory note (the “May 2024 Promissory Note”) in the aggregate principal amount of up to $ 225,000 The Sponsor agreed to pay $ 37,500 187,500 0 On November 11, 2024, the Company issued an unsecured promissory note (the “November 2024 Note”) in the aggregate principal amount of up to $ 259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the November 2024 Extension. The Sponsor agreed to pay $ 43,264.60 per month until the completion of an initial Business Combination, commencing on November 8, 2024 and continuing through May 8, 2025. The November 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. As of November 29, 2024, the Company had deposited $ 43,320 (including $ 55.40 of applicable interest) into the Company’s Trust Account. These conditions, involving liquidity concerns and mandatory liquidation, raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying unaudited condensed financial statements are issued. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the Combination Period. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Sunorange Investment On April 27, 2023, the Company entered into an agreement (the “Investment Agreement”) with the Sponsor and Sunorange Limited (the “Sunorange”), pursuant to which Sunorange and its designees acquired partnership interests in the Sponsor and Class B Ordinary Shares directly held by certain Company directors, which combined interests entitled Sunorange to receive, in the aggregate, 3,557,813 6,160,000 On May 8, 2023, the Company completed the closing of the Sunorange Investment after the Company’s shareholders approved certain proposals discussed below, and after certain closing conditions were met, including but not limited to: (i) a minimum of $30 million remaining in the Company’s Trust Account after accounting for all redemptions in connection with the Company’s extraordinary general meeting of shareholders on May 8, 2023 (the “2023 EGM”); (ii) the Company obtaining or extending a D&O insurance policy on terms satisfactory to the parties; (iii) the conversion of Class B Ordinary Shares into Class A Ordinary Shares as needed to retain shareholders and meet continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) in the event that the 2023 Extension is approved; (iv) the amendment of the Sponsor’s existing limited partnership agreement; (v) the transfer of 61,875 Class B Ordinary Shares from certain Company directors to Sunorange or its designees and (vi) the cancellation of the outstanding Working Capital Loan from the Sponsor and the reduction of certain advisory fees to be due upon the closing of an initial Business Combination. In connection with the closing of the Sunorange Investment, on May 8, 2023, Sunorange caused $ 300,000 100,000 As of September 30, 2024, $ 1,387,500 Business Combination Agreement On August 21, 2023, the Company and Scage International Limited (“Scage”) entered into the Scage Business Combination Agreement. Scage is a zero-emission solution provider in China, focusing on the development and commercialization of heavy-duty NEV trucks and e-fuel solutions. Upon consummation of the two mergers and the other transaction contemplated by the Business Combination Agreement (the “Scage Business Combination”), Scage Future, a newly formed holding company (“Pubco”) will seek to be listed on Nasdaq. The outstanding securities of Scage and the Company will be converted into the right to receive securities of Pubco. The transaction represents a post-Business Combination valuation of $1.0 billion ($ 1,000,000,000 On August 29, 2023, the Company engaged a third-party consultant to provide the Company with introduction to potential targets for its Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of 0.5 0.05 Lock-Up Agreements Simultaneously with the execution of the Business Combination Agreement, Pubco, Scage, the Company and certain shareholders of Scage (“Key Scage Shareholders”), as shareholders holding shares of Scage sufficient to constitute the Required Company Shareholder Approval (as that term is defined in the Business Combination Agreement) as the holder of record or the beneficial owner within the meaning of Rule 135-3 of the Exchange Act, each entered into Lock-Up Agreements (each, a “Key Seller Lock-Up Agreement”). It is a condition to the Closing that all stockholders of Scage between signing and Closing enter into a Lock-Up Agreement (each, a “Seller Lock-Up Agreement”). Pursuant to each Key Seller Lock-Up Agreement, each Key Scage Shareholder agreed not to, during the period commencing from the date and time at which the Closing is actually held (the “Closing Date”) and ending on (A) the 6-month anniversary of the Closing Date with respect to 40% of the restricted securities and (B) the 36-month anniversary of the Closing Date with respect to the remaining 60% of the restricted securities, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities (as that term is defined in the Business Combination Agreement), whether any such transaction is to be settled by delivery of such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (subject to early release if Pubco consummates a Change of Control (as that term is defined in the Business Combination Agreement)). Pursuant to each Seller Lock-Up Agreement, the remaining Scage shareholders agreed not to make a Prohibited Transfer during the period commencing from the Closing Date and ending on the 6-month anniversary of the Closing Date (subject to early release if Pubco consummates a Change of Control). Shareholder Support Agreement Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, and Key Scage Shareholders entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, Key Scage Shareholders have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the transactions contemplated therein, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions. Sponsor Support Agreement Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, Pubco and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote all of its shares of the Company in favor of the Business Combination Agreement and the transactions contemplated therein. The Sponsor Support Agreement also prevents transfers of securities of the Company held by the Sponsor between the date of the Sponsor Support Agreement and the termination of the Sponsor Support Agreement. Insider Letter Amendment Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, the Sponsor, Pubco, Calvin Kung, Wang Chiu Wong, Chunyi Hao, Tiemei Li, and Sanjay Prasad entered into an amendment (the “Insider Letter Amendment”) to that certain letter agreement, dated November 8, 2021 (the “Insider Letter”), by and among the Company, the Sponsor and the directors, officers or other initial shareholders of the Company named therein, pursuant to which Pubco and Scage are added as parties to the Insider Letter. Non-Competition and Non-Solicitation Agreement Simultaneously with the execution of the Business Combination Agreement, certain shareholders and officers (each, a “Subject Party”) of the Company each entered into a noncompetition and non-solicitation agreement with the Company, Pubco, Scage, and the Sponsor (collectively, the “Non-Competition and Non-Solicitation Agreement”). Under the Non-Competition and Non-Solicitation Agreement, the Subject Party agrees not to compete with Pubco, the Sponsor, the Company, Scage, and their respective affiliates during the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of such entities. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions. Assignment, Assumption, and Amendment to Warrant Agreement Prior to the Closing, the Company, Pubco and Continental, as warrant agent (the “Warrant Agent”), will enter the Assignment, Assumption, and Amendment to Warrant Agreement (the “Warrant Amendment”), which will amend that certain Warrant Agreement, dated as of November 8, 2021, relating to the Company warrants (the “Warrant Agreement”), filed with the SEC on November 8, 2021. Pursuant to the Warrant Amendment: (i) Pubco will assume the obligations of the Company under the Warrant Agreement, such that, among other things, Pubco will be added as a party thereto and (ii) references to the Company’s Class A Ordinary Shares in the Warrant Agreement shall mean Pubco ordinary shares. First Amendment to the BCA On June 18, 2024, the parties to the Business Combination Agreement entered into the First Amendment to Scage Business Combination Agreement (the “First Amendment”). The First Amendment provides for, among other things, the: ● reduction of the aggregate consideration to the shareholders of the Company from $ 1,000,000,000 800,000,000 ● correction of a scrivener’s error to clarify that the Company is not an investment company; ● the establishment of an American depositary share (“ADS”) facility by the Pubco so that the ordinary shares to be issued by Pubco pursuant to the Business Combination Agreement may be represented by ADSs; ● extension of the deadline for the Reorganization (as defined in the Scage Business Combination Agreement) from September 30, 2023 to July 20, 2024; and ● extend the Outside Date (as defined in the Scage Business Combination Agreement) from February 29, 2024 to October 31, 2024. Second Amendment to the BCA On October 31, 2024, the parties to the Business Combination Agreement entered into the Second Amendment to Business Combination Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the Scage Business Combination Agreement) from October 31, 2024 to March 31, 2025. Risks and Uncertainties Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. Management is currently evaluating the impact of such risks and has concluded that while it is reasonably possible that they could have a negative effect on the Company’s financial position, results of its operations, close of the IPO and/or search for a target company, the specific impact is not readily determinable as of the date of the accompanying unaudited condensed financial statements. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024 (the “2023 Annual Report”). The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited 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 financial statements in conformity with GAAP requires the Company’s Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 7,555 37 Investment Held in Trust Account As of September 30, 2024 and December 31, 2023, the assets held in the Trust Account consisted of cash equivalents in the amount of $ 26,126,773 51,200,344 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the accompanying condensed balance sheets date that are related to the IPO. Offering costs were charged to Shareholder’s Equity upon completion of the IPO and subsequent exercise of the over-allotment. Accordingly, following the IPO on November 8, 2021 and subsequent exercise of the over-allotment on November 12, 2021, offering costs totaling $ 4,171,912 3,450,000 721,912 Fair Value Measurements The fair value of the Company’s assets and liabilities which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares and Class B Ordinary Shares (collectively, “Ordinary Shares”) (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Ordinary Shares are classified as shareholder’s equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the accompanying balance sheets. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable Ordinary Shares are affected by charges against additional paid-in capital and accumulated deficit. As a result of the shareholder vote held on May 8, 2023, 12,626,668 4,623,332 132,616,922 10.50 As a result of the shareholder vote held on May 2, 2024, 2,374,826 2,248,506 26,907,976 11.33 As of September 30, 2024 and December 31, 2023, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying condensed balance sheets is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION September 30, 2024 December 31, 2023 As of beginning of the period $ 51,200,344 $ 178,531,059 Plus: Remeasurement of carrying value to redemption value 1,246,905 4,486,207 Extension Contributions 587,500 800,000 Less: Redemptions of Class A Ordinary Shares subject to possible redemption (26,907,976 ) (132,616,922 ) $ 26,126,773 $ 51,200,344 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480 and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the accompanying unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the accompanying unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the accompanying unaudited condensed financial statements. The Company’s Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of the FASB ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding during the period. The Company has two classes of shares, redeemable Ordinary Shares and non-redeemable Ordinary Shares. The Company’s redeemable Ordinary Shares are comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor which were converted into Class A shares with their original legend in May 2023. Earnings and losses are shared pro rata between the two classes of shares. The accompanying unaudited condensed statements of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per share for redeemable Ordinary Shares and non-redeemable Ordinary Shares is calculated by dividing net income (loss), allocated proportionally to each class of Ordinary Shares, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable Ordinary Shares outstanding. The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A Ordinary Shares to redemption value is excluded from net income (loss) per redeemable share because the redemption value approximates fair value. As a result, diluted income (loss) per share is the same as basic income per share for the period presented. Accordingly, basic and diluted income (loss) per Ordinary Share for the three months ended September 30, 2024 and September 30, 2023 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares For the three months ended For the three months ended Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (32,595 ) $ (64,690 ) $ 3,088 $ 2,981 Denominator: Weighted-average shares outstanding 2,248,506 4,462,500 4,623,332 4,462,500 Basic and diluted net (loss) income per share $ (0.01 ) $ (0.01 ) $ 0.00 $ 0.00 Basic and diluted income per Ordinary Share for the nine months ended September 30, 2024 and the period from September 30, 2023 is calculated as follows: Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares For the nine months ended For the nine months ended Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Basic and diluted net income per share Numerator: Allocation of net income $ 40,509 $ 54,682 $ 1,690,569 $ 721,859 Denominator: Weighted-average shares outstanding 3,305,910 4,462,500 10,451,025 4,462,500 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.16 $ 0.16 Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The update simplifies the accounting for convertible instruments by removing certain separation models in FASB ASU Subtopic 470-20, “Debt—Debt with Conversion and Other Options” (“ASU 470-20”) for convertible instruments and introducing other changes. As a result of ASU 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preference shares will be accounted for as a single-equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 on January 1, 2024. There was no material impact on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU Topic 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and Equity-Linked Securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company in fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2022-03 on January 1, 2024. There was no material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU Topic 2023-09, “Income Taxes (Topic 740) — Improvements to Income Tax Disclosures” (“ASU 2023-09”) in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax, and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-09 on its financial position, results of operations or financial statement disclosure. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
INITIAL PUBLIC OFFERING	Sep. 30, 2024
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 – INITIAL PUBLIC OFFERING On November 8, 2021, the Company completed its IPO of 15,000,000 10.00 2,250,000 2,250,000 172,500,000 Each Unit consists of one share of Class A Ordinary Shares and three-quarters of one redeemable Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Ordinary Shares at a price of $ 11.50 Following the closing of the IPO on November 8, 2021 and subsequent exercise of the over-allotment, an aggregate of $ 175,950,000 10.20

PRIVATE PLACEMENT WARRANTS

PRIVATE PLACEMENT WARRANTS	9 Months Ended
PRIVATE PLACEMENT WARRANTS	Sep. 30, 2024
Private Placement Warrants
PRIVATE PLACEMENT WARRANTS	NOTE 4 – PRIVATE PLACEMENT WARRANTS The Sponsor and EarlyBirdCapital agreed to purchase an aggregate of 7,900,000 7,400,000 500,000 1.00 900,000 843,038 56,962 8,800,000 8,243,038 556,962 8,800,000 Each whole Private Placement Warrant is exercisable for one whole share of Class A Ordinary Shares at a price of $ 11.50

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor paid $ 25,000 0.006 4,312,500 0.0001 562,500 20% 562,500 The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $ 12.00 On May 8, 2023, the Company issued an aggregate of 4,237,499 one EarlyBirdCapital Founder Shares In March 2021, the Company issued to EarlyBirdCapital and its designees an aggregate of 150,000 0.0001 870 The EBC Founder Shares have been deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the IPO except to any underwriter and selected dealer participating in the IPO and their officers or partners, associated persons or affiliates. Director Shares In October 2021, the Sponsor transferred 75,000 0.0001 450,676 On May 8, 2023, the Company issued an aggregate of 75,000 75,000 61,875 The conversion of these Director Shares from Class B to Class A was not the result of a Business Combination, and the Company has previously recognized $ 450,676 Related Party Loans In March 2021, the Sponsor issued an unsecured Promissory Note to the Company, pursuant to which the Company was permitted to borrow an aggregate principal amount of $ 250,000 In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, provide the Company with a Working Capital Loans. Any such loans would be on an interest-free basis. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At the lender’s discretion, up to $ 1,500,000 1.00 no On June 2, 2023, the Company issued the June 2023 Promissory Note in the aggregate principal amount of up to $ 1,200,000 100,000 The June 2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective 1,200,000 1.00 1,100,000 800,000 On November 8, 2023, the Company issued the November 2023 Promissory Note the amount of $ 1,500,000 1,193,961 542,503 On May 15, 2024, the Company issued the May 2024 Promissory Note in the aggregate principal amount of up to $ 225,000 37,500 187,500 0 On November 11, 2024, the Company issued the November 2024 Note in the aggregate principal amount of up to $ 259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the November 2024 Extension. The Sponsor agreed to pay $ 43,264.60 per month until the completion of an initial Business Combination, commencing on November 8, 2024 and continuing through May 8, 2025. The November 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. As of November 29, 2024, the Company had deposited $ 43,320 (including $ 55.40 of applicable interest) into the Company’s Trust Account. Administrative Services Agreement Commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange, the Company has committed to pay a total of $ 3,000 83,600 9,000 27,000 56,600

PROMISSORY NOTE

PROMISSORY NOTE	9 Months Ended
PROMISSORY NOTE	Sep. 30, 2024
Promissory Note
PROMISSORY NOTE	NOTE 6 — PROMISSORY NOTE On January 26, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $ 1,500,000 200,000

INVESTMENTS HELD IN TRUST ACCOU

INVESTMENTS HELD IN TRUST ACCOUNT	9 Months Ended
INVESTMENTS HELD IN TRUST ACCOUNT	Sep. 30, 2024
Investments Held In Trust Account
INVESTMENTS HELD IN TRUST ACCOUNT	NOTE 7 — INVESTMENTS HELD IN TRUST ACCOUNT As of September 30, 2024, investments in the Company’s Trust Account consisted of $ 26,126,773

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A Ordinary Shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 2,250,000 EarlyBirdCapital earned an underwriting discount of $ 0.20 3,450,000 Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist in holding meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services solely in the event of consummation of the Business Combination in an amount equal to 1.75% 3,018,750 Consulting Agreement The Company has engaged a third-party consultant to provide the Company with assistance in various aspects of any potential Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of at least $ 3,500,000 On August 29, 2023, the Company engaged a third-party consultant to provide the Company with introduction to potential targets for its Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of 0.5% 0.05 Legal Agreement The Company has engaged a third-party legal firm to provide the Company with assistance in various aspects of any potential Business Combination. Pursuant to the terms of the agreement, the Company has agreed to contingent payments upon the achievement of certain milestones. As of September 30, 2024, the Company has incurred and paid roughly $ 20,000 90,000

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	9 Months Ended
SHAREHOLDERS’ DEFICIT	Sep. 30, 2024
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 9 – SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue 5,000,000 0.0001 no Class A Ordinary Shares The Company is authorized to issue 500,000,000 0.0001 one vote for each share 4,462,499 2,248,506 4,623,332 Class B Ordinary Shares The Company is authorized to issue 50,000,000 0.0001 one Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. Under the terms of the Sunorange Investment, the Class B Ordinary Shares were converted to Class A Ordinary Shares although the Sponsor will retain at least one Class B Ordinary Share Any Founder Shares outstanding at the time of the Business Combination will automatically convert into shares of Class A Ordinary Shares on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Ordinary Shares, or Equity-Linked Securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of Class B Ordinary Shares shall convert into shares of Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Ordinary Shares issuable upon conversion of all shares of Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20% Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the IPO and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A Ordinary Shares upon exercise of a warrant unless the share of Class A Ordinary Shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Ordinary Shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A Ordinary Shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60 th Redemption of Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional Class A Ordinary Shares or Equity-Linked Securities for capital raising purposes in connection with the closing of the Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheets date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than those described below, that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements. On October 31, 2024, the parties to the Business Combination Agreement entered into the Second Amendment to Business Combination Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the Business Combination Agreement) from October 31, 2024 to March 31, 2025. On October 13, 2024, the Company’s third-party agreement with 3A Partners Limited, initially entered into on August 29, 2023, was amended and restated to, among other things, reduce the contingent fee to 0.05% On November 8, 2024, the Company received written notice (the “Notice Letter”) from the Nasdaq Hearings Panel (the “Hearing Panel”) indicating that the Hearing Panel had determined to delist its securities from The Nasdaq Stock Market LLC (“Nasdaq”) and that trading in the Company’s securities would be suspended at the open of trading on November 12, 2024 due to its failure to satisfy the terms of the Hearing Panel’s July 3, 2024 decision (the “Decision”). Pursuant to the terms of the Decision, amongst other things, the Company was required to close its initial business combination (the “Business Combination”) with an operating entity and the combined entity was required to evidence compliance with the criteria for initial listing on Nasdaq, including the applicable holders requirement, by November 4, 2024. On November 6, 2024, the Company notified the Hearing Panel that it would not be able to close its Business Combination by the Hearing Panel’s November 4, 2024 deadline. Accordingly, the Hearing Panel has determined to delist the Company’s securities from Nasdaq as set forth in the Notice Letter. Following suspension of trading on Nasdaq, the Company’s units, Class A ordinary shares and warrants are eligible to trade on the OTC Markets under the tickers “FNVUF,” “FNVTF,” and “FNVWF,” respectively. On November 5, 2024, the Company announced that it has agreed to waive its right to withdraw $ 50,000 100,000 50,000 100,000 50,000 On November 6, 2024, the Company held an extraordinary general meeting of shareholders (the “November 2024 EGM”) to amend its Amended and Restated Memorandum to approve an extension of its termination date from November 8, 2024 to May 8, 2025 (the “November 2024 Extension”). Shareholders holding 1,383,214 16.16 11.68 On November 11, 2024, the Company issued the November 2024 Note in the aggregate principal amount of up to $ 259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the November 2024 Extension. The Sponsor agreed to pay $ 43,264.60 43,320 55.40

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024 (the “2023 Annual Report”). The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited 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 financial statements in conformity with GAAP requires the Company’s Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 7,555 37
Investment Held in Trust Account	Investment Held in Trust Account As of September 30, 2024 and December 31, 2023, the assets held in the Trust Account consisted of cash equivalents in the amount of $ 26,126,773 51,200,344
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the accompanying condensed balance sheets date that are related to the IPO. Offering costs were charged to Shareholder’s Equity upon completion of the IPO and subsequent exercise of the over-allotment. Accordingly, following the IPO on November 8, 2021 and subsequent exercise of the over-allotment on November 12, 2021, offering costs totaling $ 4,171,912 3,450,000 721,912
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares and Class B Ordinary Shares (collectively, “Ordinary Shares”) (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Ordinary Shares are classified as shareholder’s equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the accompanying balance sheets. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable Ordinary Shares are affected by charges against additional paid-in capital and accumulated deficit. As a result of the shareholder vote held on May 8, 2023, 12,626,668 4,623,332 132,616,922 10.50 As a result of the shareholder vote held on May 2, 2024, 2,374,826 2,248,506 26,907,976 11.33 As of September 30, 2024 and December 31, 2023, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying condensed balance sheets is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION September 30, 2024 December 31, 2023 As of beginning of the period $ 51,200,344 $ 178,531,059 Plus: Remeasurement of carrying value to redemption value 1,246,905 4,486,207 Extension Contributions 587,500 800,000 Less: Redemptions of Class A Ordinary Shares subject to possible redemption (26,907,976 ) (132,616,922 ) $ 26,126,773 $ 51,200,344
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480 and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the accompanying unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the accompanying unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the accompanying unaudited condensed financial statements. The Company’s Management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of the FASB ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding during the period. The Company has two classes of shares, redeemable Ordinary Shares and non-redeemable Ordinary Shares. The Company’s redeemable Ordinary Shares are comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor which were converted into Class A shares with their original legend in May 2023. Earnings and losses are shared pro rata between the two classes of shares. The accompanying unaudited condensed statements of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per share for redeemable Ordinary Shares and non-redeemable Ordinary Shares is calculated by dividing net income (loss), allocated proportionally to each class of Ordinary Shares, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable Ordinary Shares outstanding. The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A Ordinary Shares to redemption value is excluded from net income (loss) per redeemable share because the redemption value approximates fair value. As a result, diluted income (loss) per share is the same as basic income per share for the period presented. Accordingly, basic and diluted income (loss) per Ordinary Share for the three months ended September 30, 2024 and September 30, 2023 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares For the three months ended For the three months ended Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (32,595 ) $ (64,690 ) $ 3,088 $ 2,981 Denominator: Weighted-average shares outstanding 2,248,506 4,462,500 4,623,332 4,462,500 Basic and diluted net (loss) income per share $ (0.01 ) $ (0.01 ) $ 0.00 $ 0.00 Basic and diluted income per Ordinary Share for the nine months ended September 30, 2024 and the period from September 30, 2023 is calculated as follows: Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares For the nine months ended For the nine months ended Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Basic and diluted net income per share Numerator: Allocation of net income $ 40,509 $ 54,682 $ 1,690,569 $ 721,859 Denominator: Weighted-average shares outstanding 3,305,910 4,462,500 10,451,025 4,462,500 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.16 $ 0.16
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The update simplifies the accounting for convertible instruments by removing certain separation models in FASB ASU Subtopic 470-20, “Debt—Debt with Conversion and Other Options” (“ASU 470-20”) for convertible instruments and introducing other changes. As a result of ASU 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preference shares will be accounted for as a single-equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 on January 1, 2024. There was no material impact on its financial position, results of operations or cash flows. In June 2022, the FASB issued ASU Topic 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and Equity-Linked Securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company in fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2022-03 on January 1, 2024. There was no material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU Topic 2023-09, “Income Taxes (Topic 740) — Improvements to Income Tax Disclosures” (“ASU 2023-09”) in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax, and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-09 on its financial position, results of operations or financial statement disclosure. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Sep. 30, 2024
Accounting Policies [Abstract]
SCHEDULE OF POSSIBLE REDEMPTION	As of September 30, 2024 and December 31, 2023, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying condensed balance sheets is reconciled in the following table: SCHEDULE OF POSSIBLE REDEMPTION September 30, 2024 December 31, 2023 As of beginning of the period $ 51,200,344 $ 178,531,059 Plus: Remeasurement of carrying value to redemption value 1,246,905 4,486,207 Extension Contributions 587,500 800,000 Less: Redemptions of Class A Ordinary Shares subject to possible redemption (26,907,976 ) (132,616,922 ) $ 26,126,773 $ 51,200,344
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE	Accordingly, basic and diluted income (loss) per Ordinary Share for the three months ended September 30, 2024 and September 30, 2023 is calculated as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares For the three months ended For the three months ended Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (32,595 ) $ (64,690 ) $ 3,088 $ 2,981 Denominator: Weighted-average shares outstanding 2,248,506 4,462,500 4,623,332 4,462,500 Basic and diluted net (loss) income per share $ (0.01 ) $ (0.01 ) $ 0.00 $ 0.00 Basic and diluted income per Ordinary Share for the nine months ended September 30, 2024 and the period from September 30, 2023 is calculated as follows: Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares For the nine months ended For the nine months ended Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Redeemable Ordinary Shares Non-Redeemable Ordinary Shares Basic and diluted net income per share Numerator: Allocation of net income $ 40,509 $ 54,682 $ 1,690,569 $ 721,859 Denominator: Weighted-average shares outstanding 3,305,910 4,462,500 10,451,025 4,462,500 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.16 $ 0.16

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)

1 Months Ended

9 Months Ended

Nov. 11, 2024

Nov. 06, 2024

Jun. 18, 2024

May 15, 2024

Aug. 21, 2023

Jun. 02, 2023

May 08, 2023

Apr. 27, 2023

Nov. 12, 2021

Nov. 08, 2021

Mar. 31, 2021

Sep. 30, 2024

Oct. 13, 2024

May 02, 2024

Jan. 26, 2024

Dec. 31, 2023

Nov. 08, 2023

Aug. 29, 2023

May 18, 2023

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Purchase price, per unit

$ 10.20

Issuance or sale of equity

$ 172,500,000

Proceeds deposited into trust account

$ 175,950,000

$ 26,126,773

$ 51,200,344

Fair value of a target business rate

80%

Percentage of voting interests acquired

50%

Share price

$ 11.62

Net intangible assets

$ 5,000,001

Redemption price percentage

15%

Business combination interest to pay dissolution expenses

$ 100,000

Share price per unit

$ 10.20

Cash in bank

$ 7,555

Working capital

4,536,096

Working capital loan outstanding

Monthly payments of sponsor

$ 100,000

Extension note payable - related party

1,100,000

800,000

Scage International Limited [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Business combination valuation

$ 1,000,000,000

Business combination contingent fee percentage

0.50%

Trust Account [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Deposits

$ 1,387,500

Investment Agreemet [Member] | Investor [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Monthly payments of sponsor

$ 100,000

Closing investment description

the Company’s shareholders approved certain proposals
discussed below, and after certain closing conditions were met, including but not limited to: (i) a minimum of $30 million remaining
in the Company’s Trust Account after accounting for all redemptions in connection with the Company’s extraordinary general
meeting of shareholders on May 8, 2023 (the “2023 EGM”); (ii) the Company obtaining or extending a D&O insurance policy
on terms satisfactory to the parties; (iii) the conversion of Class B Ordinary Shares into Class A Ordinary Shares as needed to retain
shareholders and meet continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) in the event that the 2023
Extension is approved; (iv) the amendment of the Sponsor’s existing limited partnership agreement; (v) the transfer of 61,875 Class
B Ordinary Shares from certain Company directors to Sunorange or its designees and (vi) the cancellation of the outstanding Working Capital
Loan from the Sponsor and the reduction of certain advisory fees to be due upon the closing of an initial Business Combination.

Deposits

$ 300,000

Key Seller Lock Up Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Bussiness combination control obtained description

(A) the 6-month anniversary of the Closing Date with
respect to 40% of the restricted securities and (B) the 36-month anniversary of the Closing Date with respect to the remaining 60% of
the restricted securities, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to
sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations
of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the
Lock-up Securities (as that term is defined in the Business Combination Agreement), whether any such transaction is to be settled by
delivery of such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether
any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities,
in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (subject to
early release if Pubco consummates a Change of Control (as that term is defined in the Business Combination Agreement)).

Business Combination Agreement [Member] | Scage International Limited [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Business combination valuation

$ 800,000,000

$ 1,000,000,000

Subsequent Event [Member] | Scage International Limited [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Business combination contingent fee percentage

0.05%

Sponsor [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 187,500

March 2021 Promissory Note [Member] | Maximum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

250,000

Promissory Note [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 1,200,000

$ 250,000

November 2023 Promissory Note [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 1,500,000

November 2023 Promissory Note [Member] | Sunorange [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 1,500,000

Working capital notes for advances by affiliates

1,193,961

542,503

January 2024 Promissory Note [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

200,000

$ 1,500,000

May 2024 Promissory Note [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 187,500

$ 0

Monthly payments of sponsor

$ 37,500

May 2024 Promissory Note [Member] | Sponsor [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

225,000

Monthly payments of sponsor

$ 37,500

Promissory note description

The Sponsor agreed to pay $37,500 per month until the completion
of an initial Business Combination, commencing on May 8, 2024 and continuing through November 8, 2024. The May 2024 Promissory
Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination
and (ii) the date that our winding up is effective.

May 2024 Promissory Note [Member] | Maximum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 225,000

November Two Thousand Twenty Four Promissory Note [Member] | Subsequent Event [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Purchase price, per unit

$ 11.68

Common stock shares issues

1,383,214

Principal amount

$ 43,320

[custom:DebtInstrumentInterest-0]

$ 55.40

November Two Thousand Twenty Four Promissory Note [Member] | Sponsor [Member] | Subsequent Event [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Principal amount

$ 259,588

Monthly payments of sponsor

$ 43,264.60

Private Placement Warrants [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Warrants issued

8,800,000

7,900,000

Share price

$ 1

Private Placement Warrants [Member] | Investment Agreemet [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Warrants issued

6,160,000

Warrant [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Purchase price, per unit

$ 1

Warrant [Member] | Promissory Note [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Conversion price

$ 1

Common Class A [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common stock, par value

$ 0.0001

Purchase price, per unit

$ 12

Common stock shares issues

4,237,499

Share price

$ 11.50

$ 11.33

$ 10.50

Common stock shares outstanding

4,462,499

Common Class B [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common stock, par value

$ 0.0001

Common stock shares outstanding

4,312,500

Common Class B [Member] | Investment Agreemet [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common stock shares issues

3,557,813

Common Class B [Member] | Sponsor [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common stock, par value

$ 0.0001

Purchase price, per unit

$ 0.006

Common stock shares issues

4,312,500

IPO [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Number of shares sold

2,250,000

15,000,000

Purchase price, per unit

$ 10

Share price per unit

$ 10

IPO [Member] | Private Placement Warrants [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Purchase price, per unit

$ 1

Common stock shares issues

7,900,000

IPO [Member] | Common Class A [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Common stock, par value

$ 0.0001

Over-Allotment Option [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Number of shares sold

2,250,000

Over-Allotment Option [Member] | Maximum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Number of shares sold

2,250,000

Over-Allotment Option [Member] | Private Placement Warrants [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Warrants issued

900,000

Private Placement Warrants [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Proceeds from sale of private placement

$ 8,800,000

SCHEDULE OF POSSIBLE REDEMPTION

SCHEDULE OF POSSIBLE REDEMPTION (Details) - USD ($)	9 Months Ended	12 Months Ended
SCHEDULE OF POSSIBLE REDEMPTION (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Beginning of the period	$ 51,200,344	$ 178,531,059
Remeasurement of carrying value to redemption value	1,246,905	4,486,207
Extension contribution	587,500	800,000
Redemptions of Class A ordinary shares subject to possible redemption	(26,907,976)	(132,616,922)
Ending of the period	$ 26,126,773	$ 51,200,344

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Redeemable Ordinary Shares [Member]
Allocation of net income	$ (32,595)	$ 3,088	$ 40,509	$ 1,690,569
Weighted average shares outstanding - basic	2,248,506	4,623,332	3,305,910	10,451,025
Weighted average shares outstanding - diluted	2,248,506	4,623,332	3,305,910	10,451,025
Basic net (loss) income per share	$ (0.01)	$ 0	$ 0.01	$ 0.16
Diluted net (loss) income per share	$ (0.01)	$ 0	$ 0.01	$ 0.16
Non-Redeemable Ordinary Shares [Member]
Allocation of net income	$ (64,690)	$ 2,981	$ 54,682	$ 721,859
Weighted average shares outstanding - basic	4,462,500	4,462,500	4,462,500	4,462,500
Weighted average shares outstanding - diluted	4,462,500	4,462,500	4,462,500	4,462,500
Basic net (loss) income per share	$ (0.01)	$ 0	$ 0.01	$ 0.16
Diluted net (loss) income per share	$ (0.01)	$ 0	$ 0.01	$ 0.16

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	May 02, 2024	May 08, 2023	Nov. 12, 2021	Sep. 30, 2024	Dec. 31, 2023	May 18, 2023	Nov. 08, 2021
Cash				$ 7,555	$ 37
Cash equivalents				26,126,773	51,200,344
Cash FDIC insured amount				$ 250,000
Deferred offering costs			$ 4,171,912
Underwriting fee			3,450,000
Other offering costs			$ 721,912
Share price				$ 11.62
Unrecognized tax benefits				$ 0	0
Accrued for interest and penalties				$ 0	$ 0
Common Class A [Member]
Ordinary shares redeemed	2,374,826	12,626,668
Shares subject to possible redemption	2,248,506	4,623,332		2,248,506	4,623,332
Ordinary shares redemption value	$ 26,907,976					$ 132,616,922
Share price	$ 11.33					$ 10.50	$ 11.50

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Nov. 12, 2021	Nov. 08, 2021	Sep. 30, 2024	May 02, 2024	Dec. 31, 2023	May 18, 2023	Mar. 31, 2021
Shares issued, price per share	$ 10.20
Proceeds from sale of units	$ 172,500,000	$ 172,500,000
Share price			$ 11.62
Proceeds deposited into trust account	$ 175,950,000		$ 26,126,773		$ 51,200,344
Common Class A [Member]
Shares issued, price per share							$ 12
Share price		$ 11.50		$ 11.33		$ 10.50
IPO [Member]
Sale of stock, number of shares issued in transaction	2,250,000	15,000,000
Shares issued, price per share		$ 10
Over-Allotment Option [Member]
Sale of stock, number of shares issued in transaction	2,250,000
Over-Allotment Option [Member] \| Maximum [Member]
Sale of stock, number of shares issued in transaction		2,250,000

PRIVATE PLACEMENT WARRANTS (Det

PRIVATE PLACEMENT WARRANTS (Details Narrative) - USD ($)	Nov. 12, 2021	Sep. 30, 2024	Nov. 08, 2021
Share price		$ 11.62
Private Placement [Member]
Proceeds from private placement	$ 8,800,000
Private Placement [Member] \| Early Bird Capital [Member]
Warrants purchased	556,962		500,000
Warrants exercisable price per share		$ 11.50
Private Placement Warrants [Member]
Warrants purchased	8,800,000		7,900,000
Share price			$ 1
Private Placement Warrants [Member] \| Over-Allotment Option [Member]
Warrants purchased	900,000
Private Placement Warrants [Member] \| Sponsor [Member]
Warrants purchased	8,243,038		7,400,000
Private Placement Warrants [Member] \| Sponsor [Member] \| Over-Allotment Option [Member]
Warrants purchased	843,038
Private Placement Warrants [Member] \| Underwriter [Member] \| Over-Allotment Option [Member]
Warrants purchased	56,962

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)							1 Months Ended		3 Months Ended		9 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Nov. 11, 2024	Nov. 06, 2024	May 15, 2024	Jun. 02, 2023	May 08, 2023	Nov. 12, 2021	Oct. 31, 2021	Mar. 31, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Nov. 08, 2023
Shares issued price, per share						$ 10.20
Percentage of issued and outstanding shares after IPO								20%
Share price per unit									$ 10.20		$ 10.20
Working capital loan									$ 0		$ 0		$ 0
Monthly payments of sponsor				$ 100,000
Operating, general and administrative expenses									375,172	$ 635,563	1,152,138	$ 1,481,694
Due to related party									83,600		83,600		56,600
Administrative Services Agreement [Member]
Operating, general and administrative expenses									9,000		27,000
Subsequent Event [Member]
Debt Instrument, Issued, Principal	$ 259,588
Promissory Note [Member]
Debt instrument face amount				$ 1,200,000				$ 250,000
June 2023 Promissory Note [Member]
Promissory note description				The June 2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective
November 2023 Promissory Note [Member]
Debt instrument face amount														$ 1,500,000
May 2024 Promissory Note [Member]
Debt instrument face amount									$ 187,500		187,500		0
Monthly payments of sponsor			$ 37,500
November Two Thousand Twenty Four Promissory Note [Member] \| Subsequent Event [Member]
Issuance of shares of founder shares to sponsor		$ 16,160,000
Shares issued price, per share		$ 11.68
Issuance of ordinary shares to founder, shares		1,383,214
Debt instrument face amount	$ 43,320
[custom:DebtInstrumentInterest-0]	$ 55.40
Director [Member]
Issuance of shares of founder shares to sponsor							$ 450,676
Issuance of ordinary shares to founder, shares							75,000
Share price per unit							$ 0.0001
Sponsor [Member] \| Administrative Services Agreement [Member]
Payment for office space											$ 3,000
Warrant [Member]
Shares issued price, per share									$ 1		$ 1
Warrant [Member] \| Promissory Note [Member]
Conversion price				$ 1
Maximum [Member]
Shares forfeited								562,500
Debt conversion original debt amount											$ 1,500,000
Maximum [Member] \| May 2024 Promissory Note [Member]
Debt instrument face amount			225,000
Sponsor [Member]
Debt instrument face amount									$ 187,500		187,500		0
Sponsor [Member] \| June 2023 Promissory Note [Member]
Debt instrument face amount				$ 1,200,000					1,100,000		1,100,000		800,000
Monthly payments of sponsor				$ 100,000
Sponsor [Member] \| May 2024 Promissory Note [Member]
Debt instrument face amount			225,000
Monthly payments of sponsor			$ 37,500
Promissory note description			The Sponsor agreed to pay $37,500 per month until the completion of an initial Business Combination, commencing on May 8, 2024 and continuing through November 8, 2024. The May 2024 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective.
Sponsor [Member] \| November Two Thousand Twenty Four Promissory Note [Member] \| Subsequent Event [Member]
Debt instrument face amount	$ 259,588
Monthly payments of sponsor	$ 43,264.60
Sponsor [Member] \| Warrant [Member] \| June 2023 Promissory Note [Member]
Conversion price				$ 1
Underwriter [Member]
Number of options exercised						562,500
Related Party [Member]
Working capital loan									0		0		0
Due to related party									1,193,961		1,193,961		542,503
Related Party [Member] \| Administrative Services Agreement [Member]
Due to related party									$ 83,600		$ 83,600
Due to related party													$ 56,600
Common Class B [Member]
Common stock, par value									$ 0.0001		$ 0.0001		$ 0.0001
Common Class B [Member] \| Director [Member]
Issuance of ordinary shares to founder, shares					75,000
Closing balance, shares					61,875
Common Class B [Member] \| Sponsor [Member]
Issuance of shares of founder shares to sponsor								$ 25,000
Shares issued price, per share								$ 0.006
Issuance of ordinary shares to founder, shares								4,312,500
Common stock, par value								$ 0.0001
Common Class A [Member]
Shares issued price, per share								12
Issuance of ordinary shares to founder, shares					4,237,499
Common stock, par value									$ 0.0001		$ 0.0001		$ 0.0001
Common Class A [Member] \| Director [Member]
Issuance of ordinary shares to founder, shares					75,000
Common Class A [Member] \| EBC Founder Shares [Member]
Common stock, par value								$ 0.0001
Issuance of shares of class A ordinary shares to sponsor, shares								150,000
Estimated the fair value of EBC founder shares								$ 870

PROMISSORY NOTE (Details Narrat

PROMISSORY NOTE (Details Narrative) - USD ($)	Sep. 30, 2024	Jan. 26, 2024
Unsecured Promissory Note [Member]
Short-Term Debt [Line Items]
Unsecured promissory note principal amount		$ 1,500,000
January 2024 Promissory Note [Member]
Short-Term Debt [Line Items]
Unsecured promissory note principal amount	$ 200,000	$ 1,500,000
Outstanding promissory note	$ 200,000

INVESTMENTS HELD IN TRUST ACC_2

INVESTMENTS HELD IN TRUST ACCOUNT (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Nov. 12, 2021
Schedule of Investments [Line Items]
Asset, Held-in-Trust, Noncurrent	$ 26,126,773	$ 51,200,344	$ 175,950,000
Money Market Funds [Member]
Schedule of Investments [Line Items]
Asset, Held-in-Trust, Noncurrent	$ 26,126,773

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Nov. 08, 2021	Sep. 30, 2024	Oct. 13, 2024	Aug. 29, 2023	Nov. 12, 2021
Loss Contingencies [Line Items]
Cash fee percentage		1.75%
Cash fee for services		$ 3,018,750
Payment for legal agreement		20,000
Contractual milestones		90,000
Scage International Limited [Member]
Loss Contingencies [Line Items]
Business combination contingent fee percentage				0.50%
Scage International Limited [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Business combination contingent fee percentage			0.05%
Early Bird Capital [Member]
Loss Contingencies [Line Items]
Underwritting discount per unit					$ 0.20
Underwritting discount on shares					$ 3,450,000
Minimum [Member] \| Third Party Consultant [Member]
Loss Contingencies [Line Items]
Business combination contingent fee		$ 3,500,000
Over-Allotment Option [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Options to purchase units	2,250,000

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares	9 Months Ended
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares	Sep. 30, 2024	May 02, 2024	Dec. 31, 2023	May 08, 2023	Mar. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000		5,000,000
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Warrant [Member]
Class of Stock [Line Items]
Warrants exercise price per share	$ 0.01
Warrants description	the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders
Public Warrants [Member]
Class of Stock [Line Items]
Warrants description	In addition, if (x) the Company issues additional Class A Ordinary Shares or Equity-Linked Securities for capital raising purposes in connection with the closing of the Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000		500,000,000
Ordinary shares, par value	$ 0.0001		$ 0.0001
Description of common stock voting rights	one vote for each share
Ordinary shares, shares issued	4,462,499		4,462,499
Ordinary shares, shares outstanding	4,462,499		4,462,499
Shares subject to possible redemption	2,248,506	2,248,506	4,623,332	4,623,332
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000		50,000,000
Ordinary shares, par value	$ 0.0001		$ 0.0001
Description of common stock voting rights	Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. Under the terms of the Sunorange Investment, the Class B Ordinary Shares were converted to Class A Ordinary Shares although the Sponsor will retain at least one Class B Ordinary Share
Ordinary shares, shares issued	1		1
Ordinary shares, shares outstanding	1		1		4,312,500
Conversion of stock percentage	20%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Nov. 11, 2024	Nov. 06, 2024	Nov. 05, 2024	Jun. 02, 2023	Oct. 13, 2024	Sep. 30, 2024	Dec. 31, 2023	Nov. 12, 2021
Subsequent Event [Line Items]
Purchase price, per unit								$ 10.20
Monthly payments of sponsor				$ 100,000
Sponsor [Member]
Subsequent Event [Line Items]
Principal amount						$ 187,500	$ 0
Subsequent Event [Member]
Subsequent Event [Line Items]
Contingent fee percent					0.05%
Withdraw			$ 50,000
Interest accrued			100,000
Interest			50,000
Subsequent Event [Member] \| November Two Thousand Twenty Four Promissory Note [Member]
Subsequent Event [Line Items]
Number of shares issued		1,383,214
Number of shares issued, value		$ 16,160,000
Purchase price, per unit		$ 11.68
Principal amount	$ 43,320
Applicable interest	$ 55.40
Subsequent Event [Member] \| November Two Thousand Twenty Four Promissory Note [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Principal amount	$ 259,588
Monthly payments of sponsor	$ 43,264.60
Subsequent Event [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Interest accrued			$ 100,000