SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US 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 unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the period ended September 30, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024. All intercompany accounts and transactions are eliminated upon consolidation. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 12, 2024. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 a cash balance of $ 89,180 46,778 no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. Deferred offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - “Expenses of Offering” to allocate offering costs between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance. Offering costs were $ 3,868,701 3,868,701 3,781,346 Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in income earned on investment held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Convertible Notes The Company had issued multiple convertible notes to its sponsor – Ms. Xiaozhen Li and Elong, in order to finance its transaction costs in relation to its initial business combination and the extension of the business combination period. Below is a summary of all the convertible notes issued as of September 30, 2024: SCHEDULE OF CONVERTIBLE DEBT No. Date Holder Amount Outstanding 1 2/27/2024 Elong $ 200,000 $ 200,000 2 3/19/2024 Ms. Li $ 300,000 $ 300,000 3 4/1/2024 Elong $ 300,000 $ - 4 5/9/2024 Elong $ 300,000 $ 300,000 5 7/1/2024 Elong $ 200,000 $ 200,000 6 8/2/2024 Ms. Li $ 500,000 $ 500,000 7 8/15/2024 Elong $ 75,000 $ 75,000 8 9/27/2024 Ms. Li $ 250,000 $ 250,000 9 9/30/2024 Ms. Li $ 140,000 $ 140,000 Total Outstanding as of September 30, 2024 $ 1,965,000 All convertible notes bear no interest and are repayable in full upon consummation of the Business Combination. The holder of the notes may, at their election, convert the note, in whole or in part, into the Company’s units, provided that written notice of such intention is given to the Company at least two (2) business days prior to the consummation of the Business Combination. The number of units to be received by the note payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $ 10.00 As of September 30, 2024 and December 31, 2023, $ 1,965,000 0 1,190,000 0 775,000 0 On October 23, 2024, the Company issued an unsecured promissory note with no interest, with the principal amount of $ 140,000 The accounting treatment of convertible notes issued is determined pursuant to the guidance provided by ASC 470, Debt and Accounting Standards Update (“ASU”) ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06)”. The bifurcation of conversion feature from the debt host is not required. Net Income/(Loss) Per Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. As a result, diluted income/(loss) per share is the same as basic income/(loss) per share for the period presented. The net income (loss) per share presented in the unaudited consolidated statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE For the three months ended September 30, 2024 For the three months ended September 30, 2023 For the nine months ended September 30, 2024 For the nine months ended September 30, 2023 Net income $ 493,852 $ 685,420 $ 1,251,902 $ 1,056,943 Income earned on Trust Account (863,959 ) (804,420 ) (2,259,388 ) (1,406,946 ) Accretion of carrying value to redemption value (extension deposit) (740,000 ) - (1,340,000 ) (6,336,146 ) Net loss including accretion of equity into redemption value $ (1,110,107 ) $ (119,000 ) $ (2,347,486 ) $ (6,686,149 ) SCHEDULE OF INCOME (LOSS) BASIC AND DILUTED PER SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable For the three months ended September 30, 2024 For the nine months ended September 30, 2024 For the three months ended September 30, 2023 For the nine months ended September 30, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Particular Shares Shares Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity (818,261 ) (291,846 ) (1,730,334 ) (617,152 ) (87,715 ) (31,285 ) (4,531,184 ) (2,154,966 ) Income earned on trust account 863,959 — 2,259,388 — 804,420 — 1,406,946 — Accretion of temporary equity to redemption value (extension deposit) 740,000 — 1,340,000 — — — 6,336,146 — Allocation of net income/(loss) 785,698 (291,846 ) 1,869,054 (617,152 ) 716,705 (31,285 ) 3,211,908 (2,154,966 ) Denominators: Weighted-average shares outstanding 6,000,000 2,140,000 6,000,000 2,140,000 6,000,000 2,140,000 4,065,934 1,933,700 Basic and diluted net income/(loss) per share 0.13 (0.14 ) 0.31 (0.29 ) 0.12 (0.01 ) 0.79 (1.11 ) Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary share features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2024, ordinary shares subject to possible redemption are presented at redemption value of $ 11.18 At September 30, 2024 and December 31, 2023, the ordinary shares reflected in the unaudited condensed consolidated balance sheets are reconciled in the following table: SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights (1,354,800 ) Allocation of offering costs related to redeemable shares (3,781,346 ) Accretion of carrying value to redemption value 6,336,146 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 2,260,478 Ordinary shares subject to possible redemption - December 31, 2023 $ 63,460,478 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 2,259,388 Subsequent measurement of ordinary shares subject to possible redemption (extension deposit) 1,340,000 Ordinary shares subject to possible redemption - September 30, 2024 $ 67,059,866 Less: Withdrawn in connection with redemption (extension) (1) (19,145,147 ) Withdrawn in connection with redemption (Business Combination) (2) (48,006,288 ) Add: Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) (3) 567,552 Ordinary shares subject to possible redemption - November 19, 2024 $ 475,983 (1) See Note 1 and Note 9 for details (2) See Note 9 for details (3) Represent the estimated subsequent trust income from September 30, 2024 to November 19, 2024 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. Any interest payable in respect to US debt obligations held by the Trust Account is intended to qualify for the portfolio interest exemption or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company may be subject to tax in their respective jurisdictions based on applicable laws, for instances, U.S. persons may be subject to tax on the amounts deemed received depending on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted under applicable law. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the fiscal years beginning after December 15, 2023, and interim periods within those fiscal year for smaller reporting companies. The Company adopted this new guidance on January 1, 2024. The Company has issued convertible notes in 2024, and it did not have any convertible notes before January 1, 2024. There was no impact on the Company’s consolidated financial statements after this adoption. On November 4, 2024, FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities (“PBEs”) to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. ASU 2024-03 will begin effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted as well. The Company assessed the impact of ASU 2024-03 and does not believe that such amendments would have an impact on the Company’s unaudited condensed consolidated financial statements or future financials. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |