What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-14 compared with 2024-08-19 · 206 added, 147 removed, 410 unchanged (46% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

June 30, 2024

September 30, 2024

December 31, 2023

14 unchanged sentences

Commitments and Contingencies

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

Common stock subject to possible redemption, 1,886,221 shares issued and outstanding at redemption value of $ 10.96

per share and 3,467,954 shares issued and outstanding at redemption value of $ 10.50

per share at September 30, 2024 and December 31, 2023, respectively

Stockholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

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

Common stock, $ 0.0001 par value;

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

Common stock;

$ 0.0001 par value;

100,000,000 shares authorized;

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

2,155,000 issued and outstanding (excluding 1,886,221 shares subject to possible redemption) at September 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

6 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

General and administrative expenses

11 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

For the Three and Nine Months Ended September 30, 2024 and 2023

Stockholders’

Balance, December 31, 2023

Accretion of common stock subject to possible redemption

Accretion of common stock to redemption value

Balance, March 31, 2024 (unaudited)

Accretion of common stock subject to possible redemption

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

Balance, June 30, 2024 (unaudited)

Accretion of common stock to redemption value

Balance, September 30, 2024 (unaudited)

Stockholders’

2 unchanged sentences

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 subject to possible redemption

Accretion of common stock to redemption value

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.

Remeasurement of common stock subject to redemption

Balance, September 30, 2023 (unaudited)

The accompanying notes are an integral part of the unaudited condensed financial stat em

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

6 unchanged sentences

Income taxes payable

Net cash used in operating activities

Net cash flows used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

3 unchanged sentences

Cash deposited in Trust Account

Net cash provided by (used in) investing activities

Net cash flows provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

5 unchanged sentences

Payment of offering costs

Proceeds from note payable - Sponsor

Repayments to note payable - Sponsor

Proceeds from affiliate

Net cash (used in) provided by financing activities

Net cash flows (used in) provided by financing activities

NET CHANGE IN CASH

1 unchanged sentence

CASH, END OF PERIOD

Supplemental disclosure of cash flow information Cash paid during the periods for:

Supplemental disclosure of noncash investing and financing activities

Deferred underwriters’ discount payable charged to additional paid-in

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

The accompanying notes are an integral part of the unau dite

d condensed financial statements.

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2024

SEPTEMBER 30, 2024

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

3 unchanged sentences

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

As of September 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.

14 unchanged sentences

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Upon closing of the Initial Public Offering, the Private Placement, the sale of the Over-Allotment Option Units and the additional Trust Account funding, a total of $ 70,207,500 was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment

Company Act 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated

market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act which invest only in direct U.S.

5 unchanged sentences

These Public Shares were recorded at a redemption value and classified as temporary equity upon the closing of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Charter”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

5 unchanged sentences

In addition, the Company’s Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (or their permitted transferees (the “Initial Stockholders”)) have agreed to waive their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, if the Company seeks stockholder approval of its Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15 % of more of the shares of Common Stock sold in the Initial Public Offering without the prior consent of the Company.

The Company’s Initial Stockholders and Chardan Capital Markets, LLC (“Chardan”), the representative of the underwriters, have agreed not to propose or vote in favor of an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination within nine months or such other time period as the stockholders may approve from the closing of the Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business

Notwithstanding the foregoing, if the Company seeks stockholder approval of its Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of

15 % of more of the shares of Common Stock sold in the Initial Public Offering without the prior consent of the Company.

The Company’s Initial Stockholders and Chardan Capital Markets, LLC (“Chardan”), the representative of the underwriters, have agreed not to propose or vote in favor of an amendment to the Company’s Charter (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem

100 % of its Public Shares if the Company does not complete a Business Combination within nine months or such other time period as the stockholders may approve from the closing of the Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business

Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public shares in conjunction with such an amendment.

Pursuant to the Amended and Restated Certificate of Incorporation, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up;

(ii) as promptly and as reasonably possible, but not more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders rights as stockholders (including the right to receive further liquidation distributions, if any);

Pursuant to the Charter, if the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up;

(ii) as promptly and as reasonably possible, but not more than ten business days thereafter, redeem

100 % of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders rights as stockholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

22 unchanged sentences

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.

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, August 13, 2024, September 10, 2024, and October 11, 2024.

Franchise and Income Tax Withdrawal

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.

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.

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

On April 16, 2024, the Company paid $ 461,957 in income taxes.

On April 17, 2024, the Company withdraw of

$ 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.

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

On May 20, 2024, the Company paid $ 193,183 in franchise taxes.

On May 23, 2024, the Company withdrew $ 218,857 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 payment of general operating expenses.

As of September 30, 2024, the Company withdrew $ 880,814 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 and paid $ 655,140 in franchise and incomes taxes resulting in $ 225,674 having been withdrawn from the Trust Account and not used to pay franchise and income taxes.

As of September 30, 2024, the Company’s obligations for franchise taxes remain payable.

Nasdaq Listing Rules Compliance

2 unchanged sentences

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.

BLAC 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”).

BLAC 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.

On April 1, 2024, the Company submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement and, on April 17, 2024, the staff of Nasdaq approved the plan and granted the Company an extension until August 13, 2024 to demonstrate compliance with the Minimum Public Holders Requirement (the “Compliance Period”).

On August 20, 2024, the Company received written notice (the “Second Notice”) from Nasdaq stating that the Company has not regained compliance with the Minimum Public Holders Requirement within the Compliance Period.

In accordance with the Second Notice, the Company timely requested a hearing before the Hearings Panel (the “Panel”), which automatically stayed any suspension or delisting action of the Company’s securities, and the hearing was held on October 1, 2024.

On October 4, 2024, the Panel granted the Company’s request for continued listing on the Nasdaq, subject to the requirement that on or before February 17, 2025, the Company shall demonstrate compliance with Listing Rule 5505, and that during the exception period, the Company shall provide prompt notification of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements.

Basis of Presentation

3 unchanged sentences

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 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 interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future 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

1 unchanged sentence

Liquidity and Going Concern

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

As of September 30, 2024, the Company had $ 12,236 in its operating bank account and a working capital deficit of $ 3,901,465 .

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.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity was satisfied through the net proceeds from the consummation of the Initial Public Offering, the proceeds from the Private Placement Units held outside of the Trust Account and loans from the Sponsor, officers and directors and their affiliates.

Based on the foregoing and the limited amount of working capital that the Company received into the operating account from the Private Placement and issuances of promissory notes, management believes that the Company will not have sufficient working capital to meet its working capital needs through the earlier of the consummation of an Initial Business Combination or 21 months from the Initial Public Offering (subject to extension by approval of the Company’s stockholders).

Based on the foregoing and the limited amount of working capital that the Company received into the operating account from the Private Placement and issuances of promissory notes, management believes that the Company will not have sufficient working capital to meet its working capital needs through the earlier of the consummation of an Initial Business Combination or February 14, 2025 (subject to extension by approval of the Company’s stockholders).

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

2 unchanged sentences

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

If the Company is unable to complete a Business Combination by February 14, 2025 (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 raises substantial doubt about the Company’s ability to continue as a going concern.

9 unchanged sentences

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting periods.

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effects of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effects of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

1 unchanged sentence

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 $ 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.

The Company had $ 12,236 and $ 15,419 in cash held in its operating account as of September 30, 2024 and December 31, 2023, respectively.

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

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed financial statements, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements, primarily due to their short-term nature.

Investments Held in Trust Account

5 unchanged sentences

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in the Trust Account in the accompanying condensed statements of operations.

Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in the Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

9 unchanged sentences

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.

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 June 30, 2024 and December 31, 2023 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 September 30, 2024 and December 31, 2023 due to the short maturities of such instruments.

Derivative Financial Instruments

1 unchanged sentence

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at

each reporting date, with changes in the fair value reported in the condensed statements of operations.

each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the unaudited condensed financial statements as current or non-current based

Derivative liabilities are classified in the 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.

or conversion of the instrument could be required within 12 months of the balance sheet date.

Concentration of Credit Risk

6 unchanged sentences

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)

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.

7 unchanged sentences

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

SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the date of these unaudited condensed financial statements that are related to the Initial Public Offering.

SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the date of these financial statements that are related to the Initial Public Offering.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

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

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.

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.

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.

The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the shares could be sold on the open market.

6 unchanged sentences

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 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.

Accordingly, as of September 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”).

3 unchanged sentences

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 June 30, 2024 and December 31, 2023.

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

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

1 unchanged sentence

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 June 30, 2024 and December 31, 2023.

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 interest and penalties for the t h

six months ended June 30, 2024.

No amounts were accrued for the payment interest and penalties as of September 30, 2024 and 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.

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

The 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

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3–INITIAL PUBLIC OFFERING

3 unchanged sentences

of a share of common stock (see Note 6).

Each warrant will become exercisable 30 days after the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation.

Each warrant will

become exercisable 30 days after the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation.

Each right entitles the holder thereof to receive one-tenth (1/10)

28 unchanged sentences

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

As of September 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 .

4 unchanged sentences

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 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.

As of September 30 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 in the principal amount of $ 75,000 to Jun Chul Whang, a member of the Company’s Board, and on September 20, 2024 amended the terms of the agreement (the note, as amended, the “JCW Promissory Note”).

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.

(i) March 31, 2025 or (ii) the date on which the Company consummates an initial business combination (the “JCW 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 Charter (as subject to extension), Mr.

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 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.

As of September 30, 2024, the outstanding balance of this note was

On March 8, 2024, the Company issued an unsecured promissory note in the principal amount of $ 60,000 to Josh Pan, a member of Bellevue Capital Management LLC and on September 20, 2024 amended the terms of the agreement (the note, as amended, the “JP Promissory Note”).

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”).

(i) March 31, 2025 or (ii) the date on which the Company consummates an initial business combination (the “JP 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 Charter (as subject to extension), Mr.

Pan agrees to forgive the principal balance of the Promissory Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

1 unchanged sentence

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

As of September 30, 2024, the outstanding balance of this note was

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.

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Charter (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 .

As of September 30, 2024, the outstanding balance of this note was

$1,200,00 0 .

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.

1 unchanged sentence

(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.

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Charter (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 .

As of September 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.

1 unchanged sentence

(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.

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Charter (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 .

As of September 30, 2024, the outstanding balance of this note was

On July 11, 2024, the Company issued an unsecured promissory note (the “July Promissory Note”) in the principal amount of $ 280,000 to the Sponsor.

The July Promissory 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 Promissory 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 Charter (as subject to extension), Sponsor agrees to forgive the principal balance of the July 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 July Promissory Note Maturity Date the commencement of a voluntary or involuntary bankruptcy action.

As of September 30, 2024, the outstanding balance of this note was

The outstanding balance was $ 1,778,000 as of September 30, 2024 recorded as notes payable – related party.

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”).

If the 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 June 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding.

As of September 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 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.

During the three months ended September 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 nine months ended September 30, 2024 and 2023, the Company incurred $ 67,500 and $ 52,500 , respectively, of administrative support fees which are included in general and administrative expenses in the accompanying statements of operations.

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

Due to Affiliate

5 unchanged sentences

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.

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

NOTE 5–COMMITMENTS AND CONTINGENCIES

16 unchanged sentences

a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to FINRA Rule 5110(e)(1).

Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

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.

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.

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 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

For purposes of the Excise Tax Liability, 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.

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 and May 2024;

as a result, the Company recorded $

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

as a result, the Company recorded $ 530,415 and $ 359,957 excise tax liability as of September 30, 2024 and December 31, 2023, 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

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.

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

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

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 June 30, 2024:

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 balance sheets.

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

Gross proceeds from Initial Public Offering

6 unchanged sentences

Accretion on common stock subject to possible redemption

Balance, June 30, 2024

Balance, September 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 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.

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

Pursuant to the Charter, the Company is authorized to issue

100,000,000 shares of Common Stock, $ 0.0001 par value.

As of September 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.

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

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

As of September 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.

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.

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

3 unchanged sentences

SEC SAB Topic 5A.

Offering costs consist principally of professional and registration fees incurred through the date of the unaudited condensed financial statements that are related to the Initial Public Offering.

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

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

9 unchanged sentences

NOTE 8—FAIR VALUE MEASUREMENTS

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:

The following table presents information about the Company’s assets that are measured at fair value

on September 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value:

September 30,

Quoted Prices

Investments held in Trust Account

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:

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 six months ended June 30, 2024 and the year ended December 31, 2023.

There were no transfers between Levels 1, 2 and 3 during the nine months ended September 30, 2024 and year ended December

NOTE 9–SUBSEQUENT EVENTS

The Company evaluated subsequent events to determine if events or transactions occurred after the condensed balance sheet date up to the date the unaudited condensed financial statements were issued.

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 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 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 .

The Company evaluated subsequent events to determine if events or transactions occurred after the condensed balance sheet date up to the

date the unaudited condensed financial statements were issued.

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

Subscription Agreement

On October 4, 2024, the Company and Toonon Partners Co., Ltd.

(“Toonon”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which, among other things, the Company has agreed to issue and sell to Toonon, and Toonon has agreed to subscribe for and purchase, 222,222 shares (the “PIPE Shares”) of Series A Preferred Stock of the Company (the “Series A Preferred Stock”) for $ 90.00 per share (the “Series A Original Issue Price”) representing an aggregate purchase price of $ 20,000,000 (the “PIPE Investment”).

Prior to closing of the PIPE Investment, the Company intends to file with the Secretary of State of the State of Delaware a Certificate of Designations (the “Certificate of Designations”) setting forth the rights and preferences of the Series A Preferred Stock, which have been agreed to between the Company and Toonon.

Such rights and preferences include, among others, that (1) dividends will accrue at a rate of 5 % per annum of the Series A Original Issue Price (except as otherwise provided for in the Certificate of Designations) to be payable only when, as, and if declared by the board of directors of the Company or as otherwise specifically provided in the Certificate of Designations;

(2) the Series A Preferred Stock is convertible, at the option of the holder thereof, into shares of common stock of the Company (“Common Stock”) in an amount equal to the quotient of (i) the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the conversion and (ii) the then applicable conversion price (as adjusted, the “Conversion Price”) The initial Conversion Price is $ 9.00 resulting in each share of Series A Preferred Stock being convertible into 10 shares of Company common stock.

Beginning on the one-year

anniversary of the original issue date (the “Original Issue Date”), the Company has the option, in its sole discretion, to redeem all or a portion of the then outstanding shares of Series A Preferred Stock, for an amount equal to the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the redemption;

provided, that, for purposes of calculating the accruing dividends in the event of a redemption, dividends will have been deemed to have accrued at a rate of 7.0 % per annum of the Series A Original Issue Price (the “Redemption Price”).

Beginning on the three-year anniversary of the Original Issue Date, any holder of Series A Preferred Stock may demand that the Company redeem all or a portion of such holder’s Series A Preferred Stock in an amount equal to the Redemption Price.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

The proceeds of the PIPE Investment will be used by the Company for working capital and general corporate purposes following the closing of the Business Combination.

The Subscription Agreement contains customary representations and warranties of the Company and Toonon, and customary conditions to closing, including (i) the consummation of the Business Combination and (ii) certification by an officer of the Company that the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and is in full force and effect.

Additionally, pursuant to the Subscription Agreement, the Company and Toonon will enter into a registration rights agreement prior to closing of the PIPE Investment, pursuant to which, among other things, the Company will be obligated to (i) file a registration statement to register the common stock issuable upon conversion of the PIPE Shares as soon as practicable following the receipt of written demand from Toonon, and (ii) use its commercially reasonable efforts to effect such registration, subject to certain exceptions.

The PIPE Shares to be sold in connection with the PIPE Investment will be exempt from registration pursuant to Regulation S under the U.S.

Securities Act of 1933, as amended.

Promissory Notes

On October 10, 2024, the Company issued an unsecured promissory note to Jun Chul Whang, a member of the Company’s Board (the “Second JCW Promissory Note”) in the principal amount of $ 40,000 to Mr.

Whang for its receipt of $ 40,000 to fund working capital and other expenses of the Company.

The Second JCW Promissory Note is non-interest

bearing and is payable in full on the earlier of (i) November 9, 2024, (ii) at such time the Company raises additional working capital funds, or (iii) the date on which the Company consummates an initial business combination.

In the event that the Company does not consummate an initial business combination on or prior to the time provided in the Charter, as amended, Mr.

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

As a result of raising additional working capital funds through the Duksung Promissory Note (defined below), the Company repaid the Second JCW Promissory Note in full on October 28, 2024.

On October 16, 2024, the Company issued an unsecured promissory note to Duksung Co., LTD.

(“Duksung”) in the principal amount of $ 800,000 (the “Duksung Promissory Note”).

The Duksung Promissory Note bears interest at a simple rate of 5 % per annum;

provided, however, solely for purposes of prepayment pursuant to a redemption of the Duksung Promissory Note, interest shall be deemed to have accrued at a simple rate of 7 % per annum, and, unless earlier converted or redeemed, is payable in full on October 15, 2025 (the “Duksung Promissory Note Maturity Date”).

In the event of, and simultaneously with the closing of a Qualified PIPE Financing (as defined in the Duksung Promissory Note), the Duksung Promissory Note automatically converts into Company common stock in an amount equal to the quotient (rounded to the nearest whole share) obtained by dividing (a) the outstanding principal amount and unpaid accrued interest under the Duksung Promissory Note by (b) eight dollars and ten cents ($ 8.10 ) (the “Conversion”).

The Conversion shall constitute satisfaction in full of the obligations of the Company under the Duksung Promissory Note.

In the event a Qualified PIPE Financing does not occur on or before March 31, 2025 (the “PIPE Outside Date”), the Company may prepay the Duksung Promissory Note, in whole or in part, at any time after the PIPE Outside Date.

The amount to be paid pursuant to any such prepayment shall include the outstanding principal amount plus accrued and unpaid interest calculated at a simple rate of 7 % from the issuance date.

On October 25, 2024, OSR Holdings Co., Ltd.

issued a promissory note to the Company in the aggregate principal amount of $ 300,000 (the “OSR Holdings Promissory Note”) to fund working capital and other expenses of OSR Holdings.

The OSR Holdings Promissory Note bears interest at a rate of three and ninety-six

hundredths’ percent ( 3.96 %) per annum and shall be compounded semi-annually.

The OSR Holdings Promissory Note is payable on October 25, 2025 (the “Maturity Date”) and all accrued interest shall be payable on the Maturity Date.

The following events constitute an event of default under the OSR Holdings Promissory Note:

(i) a failure to pay the outstanding balance due within five (5) business days of the Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

Franchise Tax Payment

On October 29, 2024, the Company paid $ 127,200 in franchise taxes.

Annual Meeting of Stockholders

On November 12, 2024, the Company held an annual meeting of its stockholders (the “Annual Meeting”).

At the Annual Meeting, the Company’s stockholders approved two proposals to amend the Company’s Charter.

The stockholders approved a proposal to amend the Charter to allow the Company to extend the date by which the Company must consummate a business combination from November 14, 2024 to February 14, 2025 (the “Extension Amendment Proposal”).

The stockholders also approved a proposal to amend the Charter to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the SEC (the “NTA Requirement Amendment Proposal”, and together with the Extension Amendment Proposal, the “Charter Amendment”).

The Charter Amendment was filed with the Delaware Secretary of State and has an effective date of November 12, 2024.

The stockholders also duly elected each of the five (5) existing directors to the Company’s Board of Directors until the next annual meeting of stockholders following this annual meeting or until each such director’s successor is elected and qualified, subject to his earlier death, resignation or removal.

In connection with the votes to approve the Extension Amendment Proposal and NTA Requirement Amendment Proposal, 1,766,469 shares of common stock of the Company were tendered for redemption.

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