Agriculture & Natural Solutions Acquisition Corp 10-Q

Item 1. Financial Statements AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION CONDENSED BA LANCE SHEETS SEPTEMBER 30, 2024 DECEMBER 31, 2023 (Unaudited) ASSETS Current Assets: Cash $ 1 $ 284,783 Prepaid expenses 441,892 480,437 Total current assets 441,893 765,220 Cash held in Trust Account 361,730,565 347,456,838 Total Assets $ 362,172,458 $ 348,222,058 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT Current liabilities: Accounts payable $ 942,981 $ 24,780 Accounts payable - related party 1,583,734 214,323 Accrued expenses 54,201 — Total current liabilities 2,580,916 239,103 Deferred underwriting fees payable 12,075,000 12,075,000 Deferred legal fees 5,322,741 583,967 Total liabilities 19,978,657 12,898,070 Commitments and Contingencies (Note 5) Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 34,500,000 shares at $ 10.48 and 10.07 per share and earnings on cash held in Trust Account at September 30, 2024 and December 31, 2023, respectively 361,730,565 347,456,838 Shareholders' deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at September 30, 2024 and December 31, 2023 — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 34,500,000 shares subject to possible redemption) at September 30, 2024 and December 31, 2023 — — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at September 30, 2024 and December 31, 2023 863 863 Additional paid-in capital — — Accumulated deficit ( 19,537,627 ) ( 12,133,713 ) Total shareholders' deficit ( 19,536,764 ) ( 12,132,850 ) Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit $ 362,172,458 $ 348,222,058 The accompanying notes are an integral part of these condensed financial statements. 1 AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION CONDENSED STATEMENTS OF OPERATIONS (Unaudited) 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 General and administrative $ 4,339,078 $ — $ 7,403,914 $ 698 Loss from operations ( 4,339,078 ) — ( 7,403,914 ) ( 698 ) Interest on Trust Account 4,829,661 — 14,273,727 — Net income (loss) $ 490,583 $ — $ 6,869,813 $ ( 698 ) Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted 34,500,000 — 34,500,000 — Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.01 $ 0.00 $ 0.16 $ ( 0.00 ) Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted 8,625,000 7,500,000 8,625,000 7,500,000 Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares $ 0.01 $ 0.00 $ 0.16 $ ( 0.00 ) The accompanying notes are an integral part of these condensed financial statements. 2 AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION CONDENSED STATEMENTS OF CH ANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS ’ (DEFICIT) Equity FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 (Unaudited) Ordinary Shares Subject to Possible Redemption Ordinary Shares Class A Class B Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Shareholders' Deficit Balance as of January 1, 2024 34,500,000 $ 347,456,838 8,625,000 $ 863 $ — $ ( 12,133,713 ) $ ( 12,132,850 ) Accretion of Class A ordinary shares to redemption value — 4,687,938 — — — ( 4,687,938 ) ( 4,687,938 ) Net income — — — — — 4,136,680 4,136,680 Balance as of March 31, 2024 (unaudited) 34,500,000 352,144,776 8,625,000 863 — ( 12,684,971 ) ( 12,684,108 ) Accretion of Class A ordinary shares to redemption value — 4,756,128 — — — ( 4,756,128 ) ( 4,756,128 ) Net income — — — — — 2,242,550 2,242,550 Balance as of June 30, 2024 (unaudited) 34,500,000 356,900,904 8,625,000 863 — ( 15,198,549 ) ( 15,197,686 ) Remeasurement of Class A ordinary shares to redemption value — 4,829,661 — — — ( 4,829,661 ) ( 4,829,661 ) Net income — — — — — 490,583 490,583 Balance as of September 30, 2024 (unaudited) 34,500,000 $ 361,730,565 8,625,000 $ 863 $ — $ ( 19,537,627 ) $ ( 19,536,764 ) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 (Unaudited) Ordinary Shares Subject to Possible Redemption Ordinary Shares Class A Class B Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Shareholders' Equity Balance as of January 1, 2023 — $ — 8,625,000 $ 863 $ 24,137 $ ( 9,614 ) $ 15,386 Net loss — — — — — ( 698 ) ( 698 ) Balance as of March 31, 2023 (unaudited) — — 8,625,000 863 24,137 ( 10,312 ) 14,688 Net loss — — — — — — — Balance as of June 30, 2023 (unaudited) — — 8,625,000 863 24,137 ( 10,312 ) 14,688 Net loss — — — — — — — Balance as of September 30, 2023 (unaudited) — $ — 8,625,000 $ 863 $ 24,137 $ ( 10,312 ) $ 14,688 The accompanying notes are an integral part of these condensed financial statements. 3 AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION CONDENSED STATEMENTS O F CASH FLOWS (Unaudited) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 Cash Flows from Operating Activities Net income (loss) $ 6,869,813 $ ( 698 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Interest on Trust Account ( 14,273,727 ) — General and administrative expenses funded by note payable through Sponsor 1,654,193 698 Changes in operating assets and liabilities: Prepaid expenses 38,546 — Deferred legal fees 4,738,774 — Accounts payable 918,201 — Accrued expenses 54,201 — Net cash provided by operating activities 1 — Cash Flows from Financing Activities Advances from related party 300,000 ( 20,000 ) Repayment advances from related party ( 584,783 ) — Net cash used in financing activities ( 284,783 ) ( 20,000 ) Net decrease in cash ( 284,782 ) ( 20,000 ) Cash - beginning of period 284,783 20,000 Cash - end of period $ 1 $ — Supplemental disclosure of noncash investing and financing activities: Deferred offering costs incurred during the period and included in accounts payable $ — $ 39,000 Deferred offering costs incurred during the period and included in accrued expenses $ — $ 85,243 Deferred offering costs incurred during the period and included in accounts payable - related party $ — $ 310,592 The accompanying notes are an integral part of these condensed financial statements. 4 AGRICULTURE & NATURAL SOLUTIONS ACQUISITION CORPORATION NOTES TO UNAUDITED CONDENSED F INANCIAL STATEMENTS SEPTEMBER 30, 2024 Note 1 – Description of Organization and Business Operations Organization and General Agriculture & Natural Solutions Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on March 22, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On November 20, 2022, the Company changed its name from Decarbonization Plus Acquisition Corporation V to Energy Opportunities Acquisition Corporation. On September 12, 2023, the Company changed its name to Agriculture & Natural Solutions Acquisition Corporation. The Company’s sponsor is Agriculture & Natural Solutions Acquisition Sponsor LLC (formerly known as Energy Opportunities Acquisition Sponsor LLC and Decarbonization Plus Acquisition Sponsor V LLC), a Cayman Islands limited liability company (the “Sponsor”). As of September 30, 2024, the Company had not yet commenced operations. All activity for the period from March 22, 2021 (inception) through September 30, 2024 relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below, and subsequent to the Public Offering, the Company’s search for a target business with which to complete its Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering. Consummation of Public Offering On November 13, 2023, the Company consummated the Public Offering of 34,500,000 units (the “Units”), including 4,500,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments (the “Over-Allotment Units”). The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 345,000,000 , which is described in Note 3. Simultaneously with the closing of the Public Offering, the Company completed the private sale of 9,400,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00 per Private Placement Warrant (the “Private Placement”), to Agriculture & Natural Solutions Acquisition Warrant Holdings LLC (the “Warrant Holdings Sponsor”) and the Company’s independent directors, generating gross proceeds to the Company of $ 9,400,000 , which is described in Note 4. Transaction costs amounted to $ 20,396,788 , including $ 12,075,000 in deferred underwriting fees, $ 6,900,000 in upfront underwriting fees, and $ 1,421,788 in other offering costs related to the Public Offering. In addition, cash of $ 2,500,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Following the closing of the Public Offering on November 13, 2023, an amount of $ 345,000,000 ($ 10.00 per Unit) of the proceeds from the Public Offering and Private Placement was deposited into a U.S. based trust account, with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering held in the Trust Account will not be released until the earlier of (i) the consummation of the Initial Business Combination and (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Trust Account The proceeds held in the Trust Account are in demand deposit with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations or in an interest bearing demand deposit account. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. 5 The Company’s amended and restated memorandum and articles of association provide that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $ 0.0001 par value, of the Company (the “Public Shares”), that have been properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of its obligation to redeem 100 % of the Public Shares if it does not complete an Initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity; and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ Global Market (“NASDAQ”) rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if it obtains the approval of an ordinary resolution for such Initial Business Combination under Cayman Islands law, or such higher approval threshold as may be required by law. However, in no event will the Company redeem the Public Shares if such redemption would cause the Public Shares to become a “penny stock” as such term is defined in Rule 3a51-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for Public Shares in connection with an Initial Business Combination, a holder of Public Shares will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Public Shares will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 and not previously released to pay the Company’s taxes (less up to $ 100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Public Shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. 6 In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Business Combination Agreement On August 28, 2024, the Company, Agriculture & Natural Solutions Company Limited ACN 680 144 085, an Australian public company limited by shares (“NewCo”), Merino Merger Sub 1 Inc., a Cayman Islands exempted company (“Merger Sub 1”), Merino Merger Sub 2 Inc., a Cayman Islands exempted company (“Merger Sub 2”), Raymond T. Dalio, in his capacity as Trustee of the Raymond T. Dalio Revocable Trust (“Dalio”), Bell Group Holdings Pty Limited ACN 004 845 710, an Australian private company (“Bell Group” and together with Dalio, the “AFA Shareholders”), Australian Food & Agriculture Company Limited ACN 005 858 293, an Australian unlisted public company limited by shares (“AFA”), and, solely with respect to Section 2.07 of the Business Combination Agreement, the Sponsor, entered into a Business Combination Agreement (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (a) NewCo Ordinary Shares (as defined below) will be issued to those AFA Shareholders who have elected to participate in the Contributions (as defined below), (b) Merger Sub 1 will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of NewCo (the “First Surviving Corporation”) and each holder of the warrants to purchase the Public Shares, the Public Shares and the Founder Shares (as defined below, and together with the Public Shares, the “Company Ordinary Shares”) will receive in exchange for such warrants and Company Ordinary Shares an equal number of warrants to purchase fully paid ordinary shares in the capital of NewCo (“NewCo Ordinary Shares”) and NewCo Ordinary Shares, respectively, (c) immediately following the First Merger and as part of the same overall transaction as the First Merger, unless the Sponsor determines not to undertake the Second Merger (as defined below) in accordance with Section 2.07 of the Business Combination Agreement, the First Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of NewCo (the “Second Surviving Corporation”), (d) immediately following the Second Merger (or the First Merger if the Sponsor determines not to undertake the Second Merger in accordance with Section 2.07 of the Business Combination Agreement), if so elected by the AFA Shareholders, the AFA Shareholders will transfer some or all of their shares in the capital of AFA (“AFA Shares”) to NewCo in exchange for a number of NewCo Ordinary Shares they received prior to the First Merger (the “Contributions”), and (e) immediately following the Contributions, AFA will buy back any AFA Shares not owned by NewCo following the Contributions for cash in accordance with the Buy Back Agreement (as defined below). AFA is a large-scale, diversified agricultural business established by the late Colin Bell in 1993 with the acquisition of the historic ‘Burrabogie’ station. AFA now operates one of the largest agricultural portfolios in New South Wales, Australia, consisting of three major freehold title land aggregations within the Deniliquin, Hay and Coonamble districts, which total approximately 550,000 acres, and a water portfolio of approximately 45,000 acre-feet. AFA’s portfolio includes some of Australia’s most iconic properties, including ‘Boonoke’, ‘Burrabogie’, ‘Wanganella’ and ‘Wingadee’. AFA has total livestock carrying capacity of approximately 247,000 dry sheep equivalent across its sheep and cattle operations (excluding the Conargo Feedlot). AFA also operates the historic Wanganella and Poll Boonoke merino sheep studs, amongst the most highly regarded studs in Australia. AFA’s cropping operations are characterized by flexibility amongst crop types, geographies and seasons. Key crops include irrigated cotton, irrigated rice, wheat, barley, canola, corn, chickpeas and faba beans. More recently, AFA has expanded the capacity of its Conargo Feedlot to a licensed capacity of 12,000 standard cattle units. Refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2022 for additional information regarding the Business Combination. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring 7 states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which it may ultimately consummate an initial business combination. Liquidity and Capital Resources As of September 30, 2024, the Company had a cash balance of $ 1 . Following the closing of the Public Offering, the Company’s liquidity needs were satisfied through an amount from net proceeds from the Public Offering and the sale of Private Placement Warrants held outside of the Trust Account for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide it with loans up to $ 1,500,000 as the Company may require (“Working Capital Loans”). As of September 30, 2024, there were no outstanding Working Capital Loans. See Note 4. The Company has incurred and expects to incur additional significant costs in pursuit of its financing and acquisition plans, including the proposed business combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements–Going Concern,” management has determined that the Company has access to funds from the Sponsor, and the Sponsor has the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the business combination and one year from the date of issuance of these unaudited condensed financial statements. The Company intends to complete a business combination before the mandatory liquidation date. 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 (“U.S. GAAP”) for 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 U.S. GAAP have been 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 comprehensive 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 statement of the financial position, operating results and cash flows for the periods presented. 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 8 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 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 the unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, 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 $ 1 and $ 284,783 in cash as of September 30, 2024 and December 31, 2023, respectively. There were no cash equivalents as of September 30, 2024 and December 31, 2023. Cash Held in Trust Account The assets held in the Trust Account were held in demand deposit. Earnings on this deposit are included in interest on Trust Account on the accompanying unaudited condensed statements of operations. Class A Ordinary Shares Subject to Possible Redemption The Company’s Public Shares that were sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies ordinary shares subject to redemption outside of permanent (deficit) equity as the redemption provisions are not solely within the control of the Company. Each Unit consists of one Public Share and one-half of one warrant (“Public Warrant”). As such, the initial carrying value of Public Shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. The Public Shares subject to possible redemption reflected on the condensed balance sheet as of September 30, 2024 are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Class A ordinary shares issuance costs ( 20,230,306 ) Fair value of Public Warrants at issuance ( 2,182,125 ) Plus: Remeasurement of Class A ordinary shares to redemption value 24,869,269 Class A ordinary shares subject to possible redemption at December 31, 2023 347,456,838 Remeasurement of Class A ordinary shares to redemption value 4,687,938 Class A ordinary shares subject to possible redemption at March 31, 2024 (unaudited) 352,144,776 Remeasurement of Class A ordinary shares to redemption value 4,756,128 Class A ordinary shares subject to possible redemption at June 30, 2024 (unaudited) 356,900,904 Remeasurement of Class A ordinary shares to redemption value 4,829,661 Class A ordinary shares subject to possible redemption at September 30, 2024 (unaudited) $ 361,730,565 9 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 condensed balance sheets, 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. There were no investments, assets or liabilities, requiring fair value measurement as of September 30, 2024 and December 31, 2023. Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company accounted for the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the instruments continue to be classified in equity. The over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and would be accounted for as a liability pursuant to ASC 480. The over-allotment option was fully exercised upon the completion of the Public Offering and no liability was recognized. Offering Costs Associated with the Public Offering Offering costs consist of legal, accounting, and other costs incurred through the condensed balance sheet date that are directly related to the Public Offering. Upon completion of the Public Offering, offering costs were allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Public Shares were charged against the carrying value of Public Shares subject to possible redemption. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Weighted average shares for the three and nine months ended September 30, 2023 were reduced for the effect of an aggregate of 1,125,000 Founder Shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (See Note 4). For the three and nine months ended September 30, 2024, the Company did not consider the effect of the warrants sold in the Public Offering and Private Placement to purchase Public Shares in the calculation of diluted income (loss) per ordinary share, since their inclusion is contingent on a future event. For the three and nine months ended September 30, 2023, the Company did no t have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. 10 A reconciliation of the net income (loss) per ordinary share is below: 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 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Redeemable Class A Ordinary Shares Numerator: Net income (loss) allocable to Redeemable Class A Ordinary Shares Net income (loss) allocable to Redeemable Class A Ordinary Shares $ 392,466 $ — $ 5,495,850 $ — Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares Basic and diluted weighted average shares outstanding, Redeemable Class A 34,500,000 — 34,500,000 — Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.01 $ 0.00 $ 0.16 $ ( 0.00 ) Non-Redeemable Class B Ordinary Shares Numerator: Net income (loss) allocable to non-redeemable Class B Ordinary Shares Net income (loss) allocable to non-redeemable Class B Ordinary Shares $ 98,117 $ — $ 1,373,963 $ ( 698 ) Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 8,625,000 7,500,000 8,625,000 7,500,000 Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares $ 0.01 $ 0.00 $ 0.16 $ ( 0.00 ) Income Taxes The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes.” FASB 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. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on its unaudited condensed financial statements. Note 3 – Public Offering The registration statement for the Company’s Public Offering was declared effective on November 8, 2023. On November 13, 2023, the Company consummated the Public Offering of 34,500,000 Units, including 4,500,000 Units issued pursuant to the exercise of the underwriters’ over-allotment option in full, generating gross proceeds of $ 345,000,000 . Each Unit consisted of one Public Share and 11 one-half of one Public Warrant. Each Public Warrant entitles the holder to purchase one Public Share at an exercise price of $ 11.50 per whole share. The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover any over-allotments at the Public Offering price less the underwriting discounts and commissions. The Units that were issued in connection with the over-allotment option were identical to the Units issued in the Public Offering. On November 13, 2023, simultaneously in connection with the Public Offering, the underwriters exercised their over-allotment option in full. Note 4 – Related Party Transactions Founder Shares On March 24, 2021, the Company issued an aggregate of 10,062,500 Class B ordinary shares, $ 0.0001 par value, of the Company (the “Founder Shares”) in exchange for a $ 25,000 payment (approximately $ 0.002 per share) from the Sponsor to cover certain expenses on behalf of the Company. In September 2021, the Sponsor surrendered to the Company for no consideration an aggregate of 2,156,250 Founder Shares, which the Company accepted and cancelled. In November 2022, the Company effected a share dividend with respect to Founder Shares of 2,635,417 shares. In September 2023, the Sponsor surrendered to the Company for no consideration an aggregate of 4,791,667 Founder Shares, which the Company accepted and cancelled. In October 2023, the Company effected a share dividend with respect to the Company’s Founder Shares of 2,875,000 shares. In November 2023, the Sponsor surrendered to the Company for no consideration 400,000 Founder Shares, and an aggregate of 400,000 Founder Shares were issued to the independent directors at their original purchase price. Founder Shares were retroactively restated to the net amount issued and outstanding resulting in 8,625,000 Founder Shares, acquired for approximately $ 0.003 per share and outstanding as of the periods presented. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holders thereof and are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to an aggregate of 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Public Offering. As a result of the underwriters’ exercise of their over-allotment option in full, 1,125,000 Founder Shares are no longer subject to forfeiture. The Sponsor and the Company’s independent directors are not entitled to redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of the Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the Sponsor and the Company’s independent directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them. The Sponsor and the Company’s independent directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Public Shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Warrants On November 13, 2023, the Warrant Holdings Sponsor and the Company’s independent directors purchased an aggregate of 9,400,000 Private Placement Warrants at a price of $ 1.00 per whole Private Placement Warrant in a private placement that occurred simultaneously with the closing of the Public Offering. Each whole Private Placement Warrant is exercisable for one whole Public Share at a price of $ 11.50 per share. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis. The Private Placement Warrants will not expire except upon liquidation. The Warrant Holdings Sponsor and the Company’s independent directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Upon the purchase of the Private Placement Warrants by the Warrant Holdings Sponsor, the Company recorded the proceeds as additional paid-in capital amounting to $ 9,400,000 . 12 Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Public Shares) pursuant to a registration rights agreement signed on the date of the prospectus for the Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company bears the expenses incurred in connection with the filing of any such registration statements. Administrative Support Agreement The Company agreed, commencing on the date the securities of the Company were first listed on NASDAQ, to reimburse the Sponsor or an affiliate thereof in an amount equal to $ 10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2024 and December 31, 2023, the Company incurred $ 90,000 and $ 15,000, respectively, in administrative fees and recorded within “Accounts payable – related party” on the condensed balance sheets. Related Party Loans On March 23, 2021, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $ 300,000 to cover expenses related to the Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on demand. On September 20, 2021, the Note was amended and restated to extend the maturity date to the earlier of December 31, 2022 or the completion of the Public Offering. On December 9, 2022, the Note was further amended and restated to extend the maturity date to the earlier of December 31, 2023 or the completion of the Public Offering. On September 13, 2023, the Note was further amended and restated to extend maturity date to the earlier of March 31, 2024 or the completion of the Public Offering. Upon completion of the Public Offering on November 22, 2023, the Note was repaid. The Note is no longer available to be drawn. Due to Related Party As of September 30, 2024 and December 31, 2023, the Company had $ 1,583,734 and $ 214,323 , respectively, due to related party recorded in “Accounts payable – related party” on the condensed balance sheets. These amounts represent formation, offering, and operating costs paid on behalf of the Company and is due on demand. 13 Working Capital Loans In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company any Working Capital Loans. If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial 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. If the Sponsor or an affiliate of the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be converted into warrants of the post-business combination entity at the price of $ 1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of September 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans. On August 28, 2024, in connection with the execution of the Business Combination Agreement, the Company issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of $ 1,500,000 to Warrant Holdings Sponsor. The Working Capital Note does not bear interest and is repayable in full upon consummation of an Initial Business Combination. If the Company does not complete an Initial Business Combination, the Working Capital Note will not be repaid and all amounts owed under the Working Capital Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. Immediately prior to the consummation of an Initial Business Combination, Warrant Holdings Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Note into that number of warrants, each entitling the holder to purchase one Public Share (the “Working Capital Warrants”) equal to the principal amount of the Working Capital Note so converted divided by $ 1.00 . The Working Capital Warrants will be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. As of September 30, 2024, this Working Capital Note had not been drawn upon. Note 5 – Commitments and Contingencies Underwriting Agreement On November 13, 2023, the Company paid an underwriting discount of 2.0 % of the gross proceeds from the Units sold in the Public Offering (or $ 6,900,000 in aggregate) to the underwriters at the closing of the Public Offering, with an additional fee of 3.5 % of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $ 12,075,000 will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. Note 6 – Shareholders’ Deficit Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024 and December 31, 2023, there were no preference shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 500,000,000 Public Shares with a par value of $ 0.0001 per share and 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Public Shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company Ordinary Shares are entitled to one vote for each ordinary share (except as otherwise expressed in the Company’s amended and restated memorandum and articles of association). As of September 30, 2024 and December 31, 2023, there were 34,500,000 Public Shares issued and outstanding subject to possible redemption. The Sponsor agreed to forfeit up to an aggregate of 1,125,000 Founder Shares depending on the extent to which the over-allotment option was not exercised by the underwriters so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Public Offering. On November 13, 2023, in connection with the consummation of the Public Offering, the underwriters exercised their over-allotment option in full and the 1,125,000 Founder Share are no longer subjected to forfeiture. As of September 30, 2024 and December 31, 2023, there were 8,625,000 Founder Shares issued and outstanding. 14 Warrants As of September 30, 2024 and December 31, 2023, there were 26,650,000 warrants ( 17,250,000 Public Warrants and 9,400,000 Private Placement Warrants) outstanding. Each whole warrant entitles the holder thereof to purchase one Public Share at a price of $ 11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable 30 days after the completion of the Initial Business Combination and the Public Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants will not expire except upon liquidation. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The exercise price of each warrant is $ 11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional Public Shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average last reported trading price of the Public Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “market value”) is below the Newly Issued Price, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the market value and the Newly Issued Price. The warrants will become exercisable 30 days after the completion of the Initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Public Shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the applicable warrant agreement). The Company has not registered the shares of Class A ordinary shares issuable upon exercise of the warrants. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the applicable warrant agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of 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, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants will not expire except upon liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Beginning 120 days after completion of the Initial Business Combination, the Company may redeem the outstanding Public Warrants for cash: • In whole and not in part; • At a price of $ 0.01 per warrant; • Upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30 -day redemption period; and • if, and only if, the last sale price of the Public Shares equals or exceeds $ 18.00 per share (as adjusted for share splits, dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. 15 The Company will not redeem the Public Warrants for cash unless a registration statement under the Securities Act covering the Public Shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Public Shares is available throughout such 30 -trading day period and the 30 -day redemption period. If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. None of the Private Placement Warrants will be redeemable by the Company. No fractional Public Shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Public Shares to be issued to the holder. Note 7 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that would have required adjustment or disclosure in the unaudited condensed financial statements, other than as described below. On August 28, 2024, the Company issued the Working Capital Note in the principal amount of $ 1,500,000 . The Working Capital Note does not bear interest and is repayable in full upon consummation of an Initial Business Combination. If the Company does not complete an Initial Business Combination, the Working Capital Note will not be repaid and all amounts owed under the Working Capital Note will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. Immediately prior to the consummation of an Initial Business Combination, Warrant Holdings Sponsor may elect to convert all or any portion of the unpaid principal balance of the Working Capital Note into Working Capital Warrants equal to the principal amount of the Working Capital Note so converted divided by $ 1.00 . On October 30, 2024, the Company borrowed $ 393,701.70 under the Working Capital Note. 16