| Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting
Policies Basis of Presentation The accompanying unaudited condensed financial
statements of the Company are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to
Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included
in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of
the Securities and Exchange Commission (“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 audited financial statements as of May 28, 2024 and for the period from May 24, 2024
(inception) to May 28, 2024 including in the Company’s prospectus for its initial public offering included in the Company’s
Registration Statement on Form S-1 as filed with the SEC on August 16, 2024 as well as the audited Closing Balance Sheet as of September
9, 2024 and unaudited Pro-Forma Closing Balance Sheet as of September 9, 2024, as filed with the SEC on September 13, 2024 and September
18, 2024, respectively. The interim results for the period from May 24, 2024 (inception) to September 30, 2024 are not necessarily indicative
of the results to be expected for the period ending December 31, 2024 or for any other future periods. Emerging Growth Company As an emerging growth company, the Company may
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. 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
an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. Cash and Cash Equivalents The Company considers all highly liquid instruments
with original maturities of three months or less when acquired, to be cash equivalents. The Company’s cash equivalents included
approximately $1,416,000 invested in a money market fund with a financial institution as of September 30, 2024. 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
Deposit Insurance Corporation coverage of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse
impact on the Company’s financial condition, results of operations and cash flows. Financial Instruments The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be
received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement
date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815,
“Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value
reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded
as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet
as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months
of the balance sheet date. The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed
on the shares subject to redemption and were accounted for as a liability pursuant to ASC 480 since it was not fully exercised at
the time of the Offering. Upon the partial exercise of the over-allotment option to purchase 2,000,000 Units, and the forfeiture of the
remaining option to purchase 1,000,000 Units, this liability was removed and credited to over-allotment liability exercised and expired
in the accompanying condensed statements of operations. Use of Estimates The preparation of financial statements in conformity
with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses
during the reporting period. Making estimates requires management to exercise
significant judgement. 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. Offering Costs The Company complies with the requirements of the
ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering
costs consist principally of professional and registration fees that are related to the Offering. FASB ASC 470-20, “Debt with
Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt
components. The Company applies this guidance to allocate Offering proceeds from the Units between Class A ordinary shares and
warrants, using the residual method by allocating Offering proceeds first to assigned value of the warrants and then to the Class A
ordinary shares. Offering costs allocated to the Class A ordinary shares are charged to temporary equity, offering costs allocated
to the Public and Private Placement Warrants are charged to shareholders’ equity. Offering costs amounted to approximately $10,632,000,
consisting of $4,000,000 of upfront discount to the underwriters, $7,700,000 of deferred underwriting fees, and $932,000 of other offering
costs, offset by a reimbursement from the underwriters of $2,000,000. Approximately $46,000 of such costs were allocated to the Public
Warrants and Private Placement Warrants and the remainder, approximately $10,586,000 was allocated to Class A ordinary shares subject
to redemption. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of
FASB ASC Topic 260, “Earnings Per Share.” Net income per share of ordinary shares is computed by dividing net income or loss
applicable to ordinary shareholders by the weighted average number of shares of ordinary shares outstanding during the period plus, to
the extent dilutive, the incremental number of shares of ordinary shares to settle Warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Warrants sold in the
Offering and Private Placement to purchase an aggregate of 16,500,000 Class A ordinary shares in the calculation of diluted income per
share, since their inclusion would be anti-dilutive under the treasury stock method and are contingent on future events. As a result,
diluted income per share of Class A ordinary shares is the same as basic income per share of ordinary shares for the periods presented. The Company has two classes of ordinary shares, which are referred
to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of ordinary shares.
Net income per share of ordinary shares is calculated by dividing the net income by the weighted average number of shares of ordinary
shares outstanding during the respective period. The changes in redemption value that are accreted to Class A ordinary shares subject
to redemption (see below) are representative of fair value and therefore is not factored into the calculation of earnings per share. The following tables reflect the net income per
share after allocating income between the shares based on outstanding shares:
Three months Period from May 24, 2024
Class A Class B Class A Class B
Numerator:
Basic and diluted net income (loss) per share of ordinary shares:
Allocation of income (loss) –
Basic $ 224,000 $ 294,000 $ 167,000 $ 309,000
Diluted $ — $ 303,000 $ — $ 319,000
Denominator:
Weighted average shares of ordinary shares:
Basic 5,196,000 6,804,000 3,677,000 6,764,000
Diluted 5,196,000 7,333,334 3,677,000 7,430,770
Net income (loss) per share of ordinary shares –
Basic $ 0.04 $ 0.04 $ 0.05 $ 0.05
Diluted $ 0.04 $ 0.04 $ 0.05 $ 0.04 Class A Ordinary Shares Subject to Possible Redemption: As discussed in Note 3, all of the 22,000,000 public
shares sold as part of Units in the Offering (including the partial exercise of the underwriters’ over-allotment option) contain
a redemption feature which allows for the redemption of public shares if the Company holds a shareholder vote or there is a tender offer
for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control
of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption
and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company
did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that
would cause its net tangible assets ( i.e. While redemptions cannot cause the Company’s
net tangible assets to fall below $5,000,000, all Class A ordinary shares are redeemable and classified as such on the Company’s
balance sheet until such time as a redemption event takes place. As of September 30, 2024, the value of Class A ordinary shares that may
be redeemed is equal to approximately $10.08 per share. The Company recognizes changes immediately as they
occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount
of redeemable Class A ordinary shares are affected by adjustments to accumulated deficit. Accordingly, as of September 30, 2024, all of
the 22,000,000 public shares were classified outside of permanent equity. Class A ordinary shares subject to possible redemption consist
of:
Dollars Shares
Gross proceeds of Offering $ 220,000,000 22,000,000
Less: Proceeds allocated to Public Warrants (1,045,000 ) —
Proceeds allocated to over-allotment option (408,000 ) —
Offering costs (10,586,000 ) —
Plus: Accretion of carrying value to redemption value 13,759,000 —
Class A ordinary shares subject to possible redemption as of September 30, 2024 $ 221,720,000 22,000,000 Warrant Instruments The Company has accounted for the Public and Private
Placement Warrants issued in connection with the Offering and the private placement in accordance with the guidance contained in FASB
ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and has classified the warrant instruments
under equity treatment at their assigned values. There are currently Public or Private Placement Warrants currently outstanding to purchase
an aggregate of 16,500,000 ordinary shares as of September 30, 2024. Income Taxes The Company accounts for income taxes under ASC
Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income
taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets
and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods
in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized. ASC Topic 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2024, there
were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Recent Accounting Standards In August 2020, the FASB issued 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 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 fiscal years beginning after December 15,
2023 and should be applied on a full or modified retrospective basis. 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
as of May 24, 2024 (inception). There was no effect to the Company’s presented financial statements. Management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial
statements. |
