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Item 1. Financial Statements

2024-08-19 compared with 2024-05-15 · 190 added, 191 removed, 367 unchanged (51% of the section changed)

Financial Statements

BELLEVUE LIFE SCIENCES

ACQUISITION CORP.

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

CONDENSED BALANCE SHEETS

March 31, 2024

June 30, 2024

December 31, 2023

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Commitments and Contingencies

Common stock subject to possible redemption, 3,467,954 shares issued and outstanding at redemption value of $ 10.60 per share and 3,467,954 shares issued and outstanding at redemption value of $ 10.50 per share at March 31, 2024 and December 31, 2023, respectively

Common stock subject to possible redemption, 1,886,221 shares issued and outstanding at redemption value of $ 10.62 per share and 3,467,954 shares issued and outstanding at redemption value of $ 10.50 per share at June 30, 2024 and December 31, 2023, respectively

Stockholders’ Deficit

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1,000,000 shares authorized;

no ne issued or outstanding at March 31, 2024 and December 31, 2023

Common stock;

$ 0.0001 par value;

no ne issued or outstanding at June 30, 2024 and December 31, 2023

Common stock, $ 0.0001 par value;

100,000,000 shares authorized;

2,155,000 issued and outstanding (excluding 3,467,954 shares subject to possible redemption) at March 31, 2024 and December 31, 2023

2,155,000 issued and outstanding (excluding 1,886,221

shares subject to possible redemption) at June 30, 2024 and 2,155,000 issued and outstanding (excluding 3,467,954 shares subject to possible redemption) at December 31, 2023

Additional paid-in

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For the Three Months Ended

For the Six Months Ended

General and administrative expenses

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Total other income

Income before provision for income taxes

(Loss) Income before provision for income taxes

Provision for income taxes

NET INCOME (LOSS)

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

NET (LOSS) INCOME

WEIGHTED AVERAGE SHARES OUTSTANDING

BASIC AND DILUTED NET (LOSS) INCOME PER SHARE

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2024 and 2023

For the Three and Six Months Ended June 30, 2024 and 2023

Stockholders’

Balance, December 31, 2023

Accretion of common stock to redemption value

Accretion of common stock subject to possible redemption

Balance, March 31, 2024 (unaudited)

Accretion of common stock subject to possible redemption

Excise tax payable attributable to redemption of common stock

Balance, June 30, 2024 (unaudited)

Stockholders’

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Fair value of warrants and rights included in the Units sold in the Initial Public Offering and in the exercise of the over-allotment

Accretion of common stock to redemption value

Accretion of common stock subject to possible redemption

Balance, March 31, 2023 (unaudited)

( 1,830,452 )

Remeasurement of common stock subject to redemption

Balance, June 30, 2023 (unaudited)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONDENSED STATEMENTS OF CASH FLOWS

For the three months ended March 31,

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Interest earned on investments held in the Trust Account

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Income taxes payable

Net cash flows used in operating activities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash withdrawn from Trust Account for payment to redeeming stockholders

Investment of cash in Trust Account

Withdrawal of interest from Trust Account to pay taxes

Cash deposited in Trust Account

Net cash flows used in investing activities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Redemption of common stock

Proceeds from Initial Public Offering, net of underwriters’ fees

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Proceeds from affiliate

Net cash flows provided by financing activities

Net cash (used in) provided by financing activities

NET CHANGE IN CASH

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

JUNE 30, 2024

NOTE 1–DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

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The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31, 2024, the Company had not commenced any operations.

As of June 30, 2024, the Company had not commenced any operations.

All activity since inception relates to the Company’s formation and the initial public offering (“Initial Public Offering”) which is described below.

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In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) may be less than approximately $10.175 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed t o

be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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Extension of Termination Date and Redemptions from the Trust Account

November 2023 Special Meeting

On November 9, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”).

At the Special Meeting, the Company’s stockholders approved an extension of the date by which the Company must consummate a business combination from November 14, 2023 to February 14, 2024 and approved a proposal to give the Board of Directors (the “Board”) the authority in its discretion to amend the Charter to extend the date by which the Company must consummate a business combination from February 14, 2024 to May 14, 2024.

In connection with the Special

Meeting, 3,432,046 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $ 10.49 per share for an aggregate redemption amount of $ 35,995,728 , leaving $ 36,372,335 in the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $ 561,957 .

In connection with the Special Meeting, 3,432,046 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $ 10.49 per share for an aggregate redemption amount of $ 35,995,728 , leaving $ 36,372,335 in the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $ 561,957 .

Additionally, the Company deposited $ 180,000 into the Trust Account on November 13, 2023 in connection with the extension of the date by which the Company must consummate a business combination from November 14, 2023 to February 14, 2024.

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The second Certificate of Amendment to the Charter was filed with the Delaware Secretary of State, with an effective date of February 9, 2024, and extended the date by which the Company must consummate a business combination to the May 14, 2024.

In connection with the extension by which the Company must consummate a business combination to May 14, 2024, the Company deposited $ 60,000 into the Trust Account on each of February 9, 2024 and March 12, 2024.

In connection with the $ 60,000 deposited into the Trust Account on February 9, 2024, the Company issued an unsecured promissory note in the principal amount of $ 75,000 to Jun Chul Whang, a member of the Board.

In connection with the $ 60,000 deposited into the Trust Account on March 12, 2024, the Company issued an unsecured promissory note in the principal amount of $ 60,000 to Josh Pan, an individual member of Bellevue Capital Management, LLC, which wholly owns the Sponsor.

In connection with the extension by which the Company must consummate a business combination to May 14, 2024, the Company deposited an extension payment of $ 60,000 into the Trust Account on each of February 9, 2024, March 12, 2024 and April 9, 2024.

May 2024 Special Meeting

On May 10, 2024, the Company convened a special meeting of its stockholders as scheduled and adjourned without any business being conducted.

The meeting was reconvened on May 14, 2024 (the “May Special Meeting”).

At the May Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must consummate a business combination from May 14, 2024 to November 14, 2024.

Following such approval by the Company’s stockholders, the Company has subsequently amended the Charter to extend the date by which the Company must consummate a business combination to November 14, 2024.

In connection with the May Special Meeting, 1,581,733 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $ 10.78 per share for an aggregate redemption amount of $ 17,045,763 , leaving $ 20,327,120 in the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $ 218,857 .

Additionally, the Company deposited an extension payment of $ 50,000

into the Trust Account on each of May 14, 2024, June 13, 2024, July 12, 2024, and August 13, 2024.

Franchise and Income Tax Withdrawal

In November 2023, the Company withdrew $ 561,957 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

Through March 31, 2024, the Company did not use such funds to pay its tax obligations (which were not yet due and payable) and instead deposited the funds in the Company’s unrestricted general account and they were used for the payment of general operating expenses.

In consultation with counsel and the Company’s Audit Committee, management determined that this use of funds was not in accordance with the Trust Agreement.

As of March 31, 2024, the Company’s obligations for franchise and income tax purposes remain payable.

In November 2023, the Company withdrew

of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

The Company deposited the funds in the Company’s unrestricted general account, and they were used for the payment of general operating expenses.

As of April 16, 2024, the funds have been replaced in full by funds loaned to the Company from the Company’s Sponsor and the Company has paid its federal tax obligations on time.

On April 17, 2024, the Company

of interest income earned in the Trust Account for payment of the Company’s state franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

As of June 30, 2024, the Company’s obligations for franchise and income tax purposes remain payable.

Nasdaq Listing Rules Compliance

As previously reported by the Company on Form 8-K filed

on June 28, 2023, due to the resignation of a director effective on June 21, 2023, the Company notified the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not currently in compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Listing Rule”).

The Listing Rule requires the Audit Committee of the Board of Directors be composed of at least three members, each of whom must meet independence requirements under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.

The Company regained compliance with the Listing Rule on June 23, 2024.

As previously reported by the Company on Form 8-K filed on June 13, 2024, due to the resignation of directors effective on June 7, 2024, the Company notified the Listing Qualifications Department of Nasdaq that the Company was not currently in compliance with Nasdaq’s majority independent board, compensation committee composition and audit committee composition requirements as described in Nasdaq Listing Rules 5605(b)(1), 5605(d)(2)(A) and 5605 (c)(2)(A), respectively (the “Additional Listing Rules”).

The Company regained compliance with the Additional Listing Rules on June 23, 2024.

On February 15, 2024, the Company received a notification from the Listing Qualifications Department of Nasdaq notifying the Company that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Requirement”).

The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.

The Company submitted a plan to regain compliance with the Minimum Public Holders Rule to Nasdaq on April 1, 2024.

On April 17, 2024, the Company received written notice from Nasdaq indicating that the staff of Nasdaq determined, based on its review of the Company’s compliance plan, to grant the Company an extension of time to regain compliance with the Minimum Public Holders Requirement.

The terms of the extension are as follows:

on or before August 13, 2024, the Company must file with Nasdaq documentation from its transfer agent, or an independent source, demonstrating that its common stock has a minimum of 300 public holders.

In the event the Company does not satisfy the terms, the Nasdaq staff will provide written notification that the Company’s securities will be delisted.

At that time, the Company may appeal the Nasdaq staff’s determination to a Listing Qualifications Panel.

Basis of Presentation

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dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP.

Accordingly, the unaudited condensed financial statements do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed 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 three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2023 as filed with SEC on April 17, 2024.

The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K

as of and for the year ended December 31, 2023 as filed with SEC on April 17, 2024.

Liquidity and Going Concern

As of March 31, 2024, the Company had $ 3,637 in its operating bank account and a working capital deficit of $ 2,676,899 .

As of June 30, 2024, the Company had $ 119,116 in its operating bank account and a working capital deficit of $ 3,251,300 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from related party and from the issuance of common stock.

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If the Company is unable to complete a Business Combination by November 14, 2024 (subject to extension by approval of the Company’s stockholders), the Company will cease all operations except for the purpose of liquidating.

This date for mandatory liquidation and subsequent dissolution combined with uncertainty as to whether the Company has sufficient liquidity to fund operations through the liquidation date or thereafter should a deferral occur raise substantial doubt about the Company’s ability to continue as a going concern.

This date for mandatory liquidation and subsequent dissolution combined with uncertainty as to whether the Company has sufficient liquidity to fund operations through the liquidation date or thereafter should a deferral occur raises substantial doubt about the Company’s ability to continue as a going concern.

Management will seek to complete a business combination.

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This may make the comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Nasdaq Listing Rules Compliance

As previously reported by the Company on Form 8-K filed on June 14, 2023, due to the resignation of a director effective on June 21, 2023, the Company notified the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on June 27, 2023 that the Company was not currently in compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Listing Rule”), but that it intends to regain compliance within the cure period provided by section (c)(4)(B) of the Listing Rule.

The Company has until the earlier of its next annual shareholders’ meeting or June 21, 2024 to regain compliance.

The Listing Rule requires the Audit Committee (the “Audit Committee”) of the Board be composed of at least three members, each of whom must meet independence requirements under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.

Upon the effective date of the director’s resignation from the Company’s Board and Audit Committee, the Company’s Audit Committee has been comprised of two independent directors and one vacancy and, therefore, does not currently comply with Nasdaq’s audit committee requirements as set forth in the Listing Rule.

Pursuant to the Listing Rule’s section (c)(4)(B), the Company is entitled to a cure period to regain compliance with the Listing Rule.

The Company is evaluating the appropriate membership and composition of its Board and Board committees and intends to regain compliance with Listing Rule prior to the expiration of the applicable cure period.

The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of securities on the Nasdaq Capital Market.

In accordance with Nasdaq rules, the Company has 45 calendar days, or until April 1, 2024, to submit a plan to regain compliance with the Minimum Public Holders Requirement.

NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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 $ 3,637 and $ 15,419 in cash held in its operating account as of March 31, 2024 and December 31, 2023, respectively.

The Company had no cash equivalents as of March 31, 2024 and December 31, 2023.

The Company had $ 119,116 and $ 15,419 in cash held in its operating account as of June 30, 2024 and December 31, 2023, respectively.

The Company had no cash equivalents as of June 30, 2024 and December 31, 2023.

Fair Value of Financial Instruments

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The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

The fair values of cash and amounts due to related parties are estimated to approximate the carrying values as of March 31, 2024 due to the short maturities of such instruments.

The fair values of cash and amounts due to related parties are estimated to approximate the carrying values as of June 30, 2024 and December 31, 2023 due to the short maturities of such instruments.

Derivative Financial Instruments

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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 unaudited condensed financial statements as current or non-current

based on whether or not net-cash settlement

Derivative liabilities are classified in the unaudited condensed financial statements 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 condensed balance sheet date.

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The Company determined that upon review of the warrant agreement that the Public Warrants (as defined in Note 1) and the Private Placement Warrants (as defined in Note 1) issued in the Initial Public Offering qualify for equity accounting treatment.

In connection with the Initial Public Offering and the exercise of the over-allotment of up to 6,900,000 Public Units, each Public Unit is comprised of one share of common stock, $ 0.0001 par value, a warrant to purchase one share of Common Stock, and one Public Right to receive one-tenth (1/10)

share of Common Stock.

In connection with the Initial Public Offering and the exercise of the over-allotment of up to 6,900,000 Public Units, each Public Unit is comprised of one

share of common stock, $ 0.0001 par value, a warrant to purchase one share of Common Stock, and one Public Right to receive one-tenth (1/10)

of one share of Common Stock.

Simultaneously, with the consummation of the Initial Public Offering, the Company engaged in a private placement and issued placement units that are identical to the Public Unit, which included the issuance and delivery of aggregate of 430,000 Placement Rights underlying Placement Units (the “Placement Rights”, and together with the Public Rights and such other rights as the Company issues from time to time hereunder, the “Rights”).

The Company accounts for the rights issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40.

Such guidance provides that the rights described above are not precluded from equity classification.

guidance provides that the rights described above are not precluded from equity classification.

Equity-classified contracts are initially measured at fair value (or allocated value).

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Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 7,330,000 shares of its common stock in the calculation of diluted net income (loss) per share, since their exercise is contingent upon future events.

As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock.

Net (Loss) Income per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate

of 7,330,000 shares of its common stock in the calculation of diluted net (loss) income per share, since their exercise is contingent upon future events.

As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock.

The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares or require an adjustment to the earnings per share calculation.

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Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ deficit.

At all other times, common stock is classified as stockholders’ equity (deficit).

The Company’s common stock sold in the Initial Public Offering and over-allotment 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 March 31, 2024 and

December 31, 2023, 3,467,954 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

Accordingly, as of June 30, 2024 and

December 31, 2023, 1,886,221 and 3,467,954 , respectively, shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

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Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred tax assets were deemed to be de minimis as of March 31, 2024 and December 31, 2023.

A summary of the Company’s current and deferred tax provision is as follows:

For the three months ended

Income tax expense:

Total provision for income taxes

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate is as follows:

For the three months ended

Income tax expense:

Provision/(benefit) at statutory rate

State tax provision/(benefit) net of federal benefit

Change in fair value of Warrants

Change in valuation

Total income tax expense

Deferred tax assets were deemed to be de minimis as of June 30, 2024 and December 31, 2023.

The Company is subject to franchise tax filing requirements in the State of Delaware.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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 March 31, 2024 and December 31, 2023.

There were no unrecognized tax benefits as of June 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 interest and penalties for the three months ended March 31, 2024.

No amounts were accrued for the payment interest and penalties for the t h

six months ended June 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.

The Company has been subject to income tax examinations by major taxing authorities since inception.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1, SEC

SAB Topic 5A, and SEC SAB Topic 5T, “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”.

Offering costs consist principally of professional and registration fees incurred through the Initial Public Offering that are related to the Initial Public Offering.

Offering costs were charged to temporary equity and permanent equity based on relative fair values, upon the completion of the Initial Public Offering.

Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

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split, resulting in an aggregate of 1,725,000 Founder Shares held by the Company’s sponsor, of which up to 225,000 Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A)

three years after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $

12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any

20 trading days

within any 30 -day trading

period commencing at least

150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Common Stock for cash, securities or other

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) three years after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -day trading

period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

Private Placement Units

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On June 23, 2023, the Sponsor loaned to the Company $ 200,000 to fund working capital requirements and in exchange therefor the Company issued to the Sponsor an unsecured promissory note in the principal amount of $ 200,000 .

note is non-interest bearing and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination.

This note is non-interest-bearing

and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination.

In the event that the Company does not consummate an initial Business Combination, the note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any.

At the Sponsor’s discretion, the principal balance of the note may be converted at any time prior to the consummation of the Business Combination into units identical to the private placement units at a price

of $ 10.00 per Unit.

As of March 31, 2024 and December 31, 2023, the outstanding balance of this note was $ 0 .

As of June 30, 2024 and December 31, 2023, the outstanding balance of this note was $ 0 .

On November 13, 2023, Bellevue Capital Management LLC (“BCM”) loaned to the Company $ 180,000 and in exchange therefor the Company issued to BCM an unsecured promissory note in the principal amount of $ 180,000 .

proceeds of this loan were used to fund the payment to extend the date by which the Company must consummate an initial Business Combination to February 14, 2024.

The note is non-interest bearing and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination.

The proceeds of this loan were used to fund the payment to extend the date by which the Company must consummate an initial Business Combination to February 14, 2024.

The note is non-interest

bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination.

In the event that the Company does not consummate the Business Combination, this note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any.

As of March 31, 2024 and December 31, 2023, the outstanding balance of this

note was $ 0 .

On February 9, 2024, the Company issued an unsecured promissory note (the “JCW Promissory Note”) in the principal amount of $ 75,000 to

Jun Chul Whang, a member of the Company’s Board.

The JCW Promissory Note is not interest bearing and is payable in full on the earlier of (i) August 9, 2024 or (ii) the date on which the Company consummates an initial business combination (the “JCW Maturity Date”).

As of June 30, 2024 and December 31, 2023, the outstanding balance of this note was $ 0 .

On February 9, 2024, the Company issued an unsecured promissory note (the “JCW Promissory Note”) in the principal amount of $ 75,000 to Jun Chul Whang, a member of the Company’s Board.

The JCW Promissory Note is not interest bearing and is payable in full on the earlier of:

(i) August 9, 2024 or (ii) the date on which the Company consummates an initial business combination (the “JCW Maturity Date”).

Whang agrees to forgive the principal balance of the JCW Promissory Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

Whang agrees to forgive the principal balance of

the JCW Promissory Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the JCW Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of March 31, 2024, the outstanding balance of this note was

As of June 30, 2024, the outstanding balance of this note was $ 75,000 .

On March 8, 2024, the Company issued an unsecured promissory note (the “JP Promissory Note”) in the principal amount of $ 60,000 to Josh Pan, a member of Bellevue Capital Management LLC.

The JP Promissory Note is not interest bearing and is payable in full on the earlier of (i) August 8, 2024 or (ii) the date on which the Company consummates an initial business combination (the “JP Maturity Date”).

The JP Promissory Note is not interest bearing and is payable in full on the earlier of:

(i) August 8, 2024 or (ii) the date on which the Company consummates an initial business combination (the “JP Maturity Date”).

2 unchanged sentences

(i) a failure to pay the principal within five business days of the JP Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of March 31, 2024, the outstanding balance of this note

was $ 60,000 .

As of June 30, 2024, the outstanding balance of this note was $ 60,000 .

On April 8, 2024, the Company issued an unsecured promissory note (the “April Sponsor Note”) in the principal amount of $ 1,200,000 to the Sponsor.

The April Sponsor Note is not interest bearing and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination (the “April Sponsor Note Maturity Date”).

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as subject to extension), the Sponsor agrees to forgive the principal balance of the April Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the April Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of June 30, 2024, the outstanding balance of this note was $ 1,200,000 .

On April 17, 2024, the Company issued an unsecured promissory note (the “Second April Sponsor Note”) in the principal amount of $ 50,000 to the Sponsor.

The Second April Sponsor Note is not interest bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination (the “Second April Sponsor Note Maturity Date” )

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as subject to extension), the Sponsor agrees to forgive the principal balance of the Second April Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the Second April Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of June 30, 2024, the outstanding balance of this note was $ 23,000 .

On May 14, 2024, the Company issued an unsecured promissory note (the “May Sponsor Note”) in the principal amount of $ 140,000 to the Sponsor.

The May Sponsor Note is not interest bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination (the “May Sponsor Note Maturity Date” )

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as subject to extension), the Sponsor agrees to forgive the principal balance of the May Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the May Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of June 30, 2024, the outstanding balance of this note was $ 140,000 .

Working Capital Loans

In addition to the loans described above, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Company completes a Business Combination, the Company would repay the Working Capital Loans out of the Trust Account released to the Company.

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the Trust Account

released to the Company.

In the event that a Business Combination does not close, the Company may use a portion of the working capital 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.

3 unchanged sentences

Loans made by Chardan or any of its related persons, if any, will not be convertible into any of the Company’s securities, and Chardan and its related persons will have no recourse with respect to their ability to convert their loans into any of the Company’s securities.

As of March 31, 2024 and December 31, 2023, no Working Capital Loans were outstanding.

As of June 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding.

Administrative Support Agreement

1 unchanged sentence

Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

During the three months ended March 31, 2024 and 2023, the Company

incurred $ 22,500 and $ 7,500 , respectively, of administrative support fees which are included in general and administrative expenses in the accompanying condensed statements

of operations.

As of March 31, 2024 and December 31, 2023, the outstanding balance was $ 30,000 and $ 15,000 , respectively, recorded as due to affiliate.

During the three months ended June 30, 2024 and 2023, the Company incurred $ 22,500 and $ 22,500 , respectively, of administrative support fees which are included in general and administrative expenses in the accompanying statements of operations.

During the six months ended June 30, 2024 and 2023, the Company incurred

$ 45,000 and $ 30,000 , respectively, of administrative support fees which are included in general and administrative expenses in the accompanying condensed statements of operations.

As of June 30, 2024 and December 31, 2023, the outstanding balance was

$ 40,000 and $ 15,000 , respectively, recorded as due to affiliate.

Due to Affiliate

4 unchanged sentences

These advances are due on demand and are non-interest-bearing.

During the year ended

December 31, 2023, the Sponsor advanced $ 180,000 of funds to the Company and Company repaid $ 140,000 .

Beginning on March 1, 2023, the Company agreed to pay an affiliate of members of the Sponsor a total of $ 7,500 per month for office space, utilities, secretarial and administrative support.

Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

The outstanding balance was $ 57,000 as of March 31, 2024 and December 31, 2023, recorded as due to affiliate.

During the year ended December 31, 2023, the Sponsor advanced $ 180,000 of funds to the Company and Company repaid $ 140,000 .

The outstanding balance was $ 57,000 as of June 30, 2024 and December 31, 2023, recorded as due to affiliate.

NOTE 5–COMMITMENTS AND CONTINGENCIES

18 unchanged sentences

Chardan may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion.

The Inflation Reduction Act (“IR Act”) of 2022 imposes a 1 % Excise Tax on the repurchase of corporate stock by a publicly traded U.S.

Excise Tax Liability

The Inflation Reduction Act (“IR Act”) of 2022 imposes a 1 % Excise Tax Liability

on the repurchase of corporate stock by a publicly traded U.S.

corporation following December 31, 2022.

For purposes of the Excise Tax, a repurchase will generally include redemptions, corporate buybacks and other transactions in which the corporation acquires its stock from a shareholder in exchange for cash or property, subject to exceptions for de minimis transactions and certain reorganizations.

As a result, subject to certain rules, the Excise Tax will apply to any redemption by a U.S.-domiciled special purpose acquisition company (“SPAC”) taking place after December 31, 2022, including redemptions (i) by shareholders in connection with the SPAC’s initial

Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction

For purposes of the Excise Tax

, a repurchase will generally include redemptions, corporate buybacks and other transactions in which the corporation acquires its stock from a stockholder in exchange for cash or property, subject to exceptions for de minimis transactions and certain reorganizations.

As a result, subject to certain rules, the Excise Tax Liability

will apply to any redemption by a U.S.-domiciled special purpose acquisition company (“SPAC”) taking place after December 31, 2022, including redemptions (i) by stockholders in connection with the SPAC’s initial Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction

within the required time set forth in its constituent documents, or (iii) in connection with the wind-up and

1 unchanged sentence

The financial responsibility for such Excise Tax resides with the Company and the Sponsor.

This amount of 1 % has been included in these unaudited condensed financial statements.

At this time, it has been determined that the IR Act tax provisions have an impact to the Company’s fiscal 2023 income tax provision as there were redemptions by the public stockholders in November 2023;

as a result, the Company recorded $ 359,957 excise tax liability as of March 31, 2024.

This amount of 1 % has been included in these

unaudited condensed

financial statements.

as a result, the Company recorded $

530,415 and $ 359,957 excise tax liability as of June 30, 2024 and December 31, 2024, respectively.

The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

1 unchanged sentence

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 payment system.

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 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.

2 unchanged sentences

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 the Company may ultimately consummate an initial business combination.

The excise tax included in the IR Act of 2022 may decrease the value of the Company’s securities following its initial business combination, hinder its ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.

The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of the Company’s securities following its initial business combination, hinder its ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.

NOTE 6–COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

1 unchanged sentence

Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The following is a reconciliation of the Company’s common stock subject to possible redemption as of March 31, 2024:

The following is a reconciliation of the Company’s common stock subject to possible redemption as of June 30, 2024:

Gross proceeds from Initial Public Offering

4 unchanged sentences

Balance, December 31, 2023

Redemption of common stock in connection with Trust extension

Accretion on common stock subject to possible redemption

Balance, March 31, 2024

Balance, June 30, 2024

NOTE 7–STOCKHOLDERS’ DEFICIT

1 unchanged sentence

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of December

31, 2024 and March 31, 2023, there were no shares of preferred stock issued or outstanding.

Pursuant to the Amended and Restated Certificate of Incorporation, the Company is authorized to issue 100,000,000 shares of Common Stock at a

$ 0.0001 par value.

As of March 31, 2024 and December 31, 2023, there were 2,155,000 shares of Common

Stock outstanding, excluding 3,467,954 shares of common stock subject to possible redemption that are reflected in temporary equity in the condensed

As of June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Pursuant to the Amended and Restated Certificate of Incorporation, the Company is authorized to issue 100,000,000 shares of Common Stock, $ 0.0001 par value.

As of June 30, 2024 ,

there were 2,155,000 shares of Common Stock outstanding, excluding 1,886,221 shares of common stock subject to possible redemption that are reflected in temporary equity in the

balance sheets.

As of December 31, 2023, there were 2,155,000 shares of Common Stock outstanding, excluding 3,467,954 shares of common stock subject to possible redemption that are reflected in temporary equity in the

balance sheets.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

As of March 31, 2024 and December 31, 2023, there were 7,330,000 Warrants outstanding.

As of June 30, 2024 and December 31, 2023, there were 7,330,000 Warrants outstanding.

The Warrants that are a part of the Units (the “Warrants”) may be exercised at a price of $ 11.50 per share, subject to adjustment as described in this prospectus.

16 unchanged sentences

Accordingly, the warrants may expire worthless.

60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination (net of redemptions), and (z) the Market Value is below $

9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to

115 % of the Market Value, and the $

16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to

165 % of the Market Value.

In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board), (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 (net of redemptions), and (z) the Market Value is below $ 9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the Market Value, and the $ 16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165 % of the Market Value.

Equity Participation Shares

6 unchanged sentences

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of a share of common stock upon consummation of its initial business combination, even if the holder of a public right converted all shares of common stock held by him, her or it in connection with the initial business combination or an amendment to the Company’s certificate of incorporation with respect to its pre-business combination activities.

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10)

of a share of common stock upon consummation of its initial business combination, even if the holder of a public right converted all shares of common stock held by him, her or it in connection with the initial business combination or an amendment to the Company’s certificate of incorporation with respect to its pre-business combination

In the event the Company will not be the surviving company upon completion of its initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10)

2 unchanged sentences

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company enters into a definitive agreement for a business combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis.

common stock basis.

NOTE 8–FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value on June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value on December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

There were no transfers between Levels 1, 2 and 3 during the three months ended March 31, 2024.

There were no transfers between Levels 1, 2 and 3 during the six months ended June 30, 2024 and the year ended December 31, 2023.

NOTE 9–SUBSEQUENT EVENTS

1 unchanged sentence

The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, other than the following:

On April 1, 2024, the Company submitted a plan to regain compliance with the Minimum Public Holders Rule to Nasdaq.

On April 17, 2024, the Company received written notice from Nasdaq indicating that the staff of Nasdaq (the “Staff”) determined, based on its review of the Company’s compliance plan, to grant the Company an extension of time to regain compliance with the Minimum Public Holders Requirement.

The terms of the extension are as follows:

on or before August 13, 2024, the Company must file with Nasdaq documentation from its transfer agent, or an independent source, demonstrating that its common

stock has a minimum of 300 public holders.

In the event the Company does not satisfy the terms, the Staff will provide written notification that the Company’s securities will be delisted.

At that time, the Company may appeal the Staff’s determination to a Listing Qualifications Panel.

On April 8, 2024, the Company issued an unsecured promissory note (the “April Sponsor Note”) in the principal amount of $ 1,200,000 to the Sponsor.

The April Sponsor Note is not interest bearing and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination

(the “April Sponsor Note Maturity Date”).

In the event that the Company does not consummate a Business Combination

on or prior to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as subject to extension), the Sponsor agrees to forgive the principal balance of the April Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the April Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

On April 9, 2024, $ 60,000 was deposited in the Trust Account in connection with the extension of the date by which the Company must consummate a business combination from April 15, 2024 to May 14, 2024 .

In connection with the November 2023 withdrawal of $ 561,957 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account .

of April 16, 2024, the funds have been replaced in full by funds loaned to the Company from the Company’s Sponsor and the Company has paid its federal tax obligations on time.

On April 17, 2024, the Company issued an unsecured promissory note (the “Second April Sponsor Note”) in the principal amount of $ 50,000 to the Sponsor.

The Second April Sponsor Note is not interest bearing and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination (the “Second April Sponsor Notes Maturity Date”).

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as subject to extension), the Sponsor agrees to forgive the principal balance of the Second April Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the Second April Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

On April 17, 2024, the Company withdr ew

$ 100,000 of interest income earned in the Trust Account for payment of the Company’s state franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

On May 10, 2024, the Company convened

a special meeting of its stockholders (the “2024 Special Meeting ”) as scheduled and adjourned the 2024 Special Meeting without any business being conducted.

As announced at the 2024 Special Meeting, it was reconvened on May 14, 2024.

At the 2024 Special Meeting, the Company’s stockholders approved the proposal to extend

the date by which the Company must consummate a Business Combination

from May 14, 2024 to November 14, 2024 .

Following such approval by the Company’s stockholders, the Company subsequently amended its Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a Business Combination to November 14, 2024.

The Company also

deposited $ 50,000 into the Trust Account on May 14, 2024.

In connection with the Special Meeting, 1,581,733

shares of common stock of the Company were tendered for redemption.

On May 14, 2024, the Company issued an unsecured promissory note (the “May Sponsor Note”) in the principal amount of $ 140,000 to the Sponsor.

The May Sponsor Note is no t interest bearing and is payable in full on the earlier of

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination (the “May Sponsor Note Maturity Date”).

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as subject to extension), the Sponsor agrees to forgive the principal balance of the May Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

On July 11, 2024, the Company issued an unsecured promissory note (the “July Sponsor Note”) in the principal amount of $ 300,000 to the Sponsor.

The July Sponsor Note is not interest bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial business combination (the “July Sponsor Note Maturity Date”).

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as subject to extension), the Sponsor agrees to forgive the principal balance of the July Sponsor Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five

business days of the May Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

(i) a failure to pay the principal within five business days of the July Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

On July 12, 2024, $ 50,000 was deposited into the Trust Account in connection with the extension of the date by which the Company must consummate a business combination from July 15, 2024 to August 14, 2024 .

On August 13, 2024, $ 50,000 was deposited into the Trust Account in connection with the extension of the date by which the Company must consummate a business combination from August 14, 2024 to September 16, 2024 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements