IPO and Financing - The Company completed its IPO on June 16, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[15]. - The Company also sold 7,470,000 Private Placement Warrants at $1.00 each, generating an additional $7,470,000 in gross proceeds[15]. - After the IPO and Private Placement, the Trust Account held $116,725,000, equating to $10.15 per unit sold[15]. - The Company incurred total offering costs of $5,368,092, which included a cash underwriting discount of $2,300,000 and the fair value of Representative Shares at $2,239,466[19]. - The company believes that net proceeds from the IPO and Private Placement Warrants are sufficient for the Initial Business Combination, but cannot ascertain capital requirements without a target business identified[105]. - The total funds available for the Initial Business Combination, after deducting the marketing fee, amount to $4,039,792[151]. - The company may need to obtain additional financing to complete the Initial Business Combination or due to significant redemptions of Public Shares[212]. Initial Business Combination - The Company plans to effectuate its Initial Business Combination using cash from the IPO proceeds and may seek additional financing if necessary[29]. - The Initial Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the Trust Account assets[34]. - The Company anticipates structuring the Initial Business Combination to acquire 100% of the equity interests or assets of the target business[35]. - The company is not prohibited from pursuing an Initial Business Combination with an affiliated company, provided an independent valuation opinion is obtained[33]. - If the Initial Business Combination is not completed within the Combination Period, the company will redeem Public Shares at a per-share price based on the amount in the Trust Account, which could be approximately $10.15[44]. - The company has a plan to ensure that the Trust Account maintains a minimum value of $10.15 per public share, but this is subject to claims from creditors[49]. - The company’s public stockholders will only receive funds from the Trust Account upon the completion of the Initial Business Combination or if the company fails to complete it within the Combination Period[51]. - The company must complete its Initial Business Combination within a specified time frame, which may limit due diligence and give target businesses leverage in negotiations[77]. - If the Initial Business Combination is not completed, public stockholders may only receive $10.15 per share, or potentially less, upon liquidation[79]. - The company may not be able to complete an Initial Business Combination if regulatory approvals are not obtained, which could limit the pool of potential targets[60]. Risks and Challenges - The company may face risks due to a lack of business diversification, as it could only complete its Initial Business Combination with a single target business, limiting its ability to spread risks[36]. - The company may encounter competition from other entities with similar business objectives, which may have greater financial and technical resources[52]. - The company’s ability to acquire larger target businesses is limited by its available financial resources, which may hinder its Initial Business Combination efforts[52]. - The company may face intense competition for business combination opportunities, which may hinder its ability to complete a transaction[86]. - The company may face conflicts of interest with underwriters providing additional services related to the Initial Business Combination[58]. - The company may not complete its Initial Business Combination if a significant number of stockholders exercise their redemption rights, potentially leading to liquidation at approximately $10.15 per share[78]. - The company may face challenges in assessing the management of a prospective target business, which could impact the post-combination operations[95]. - The unexpected loss of key personnel could negatively impact the operations and profitability of the post-combination business[120]. - The company may incur substantial debt to complete a business combination, which could adversely affect financial condition and stockholder value[111]. - Additional risks may arise if the Initial Business Combination involves a company with international operations, including regulatory and economic challenges[113]. Shareholder and Governance Issues - Stockholder approval is required for certain types of transactions, such as a merger of the company with a target, while other transactions like asset purchases do not require approval[37]. - Public stockholders may not have the opportunity to vote on the Initial Business Combination, as the decision to seek approval is at the company's discretion[70]. - The company’s Sponsor will own 20% of the outstanding shares, which may influence the approval of the Initial Business Combination[71]. - Initial Stockholders and affiliates may purchase shares from public stockholders, potentially influencing the vote on the business combination[80]. - The company is exempt from certain SEC rules protecting investors in blank check companies due to having net tangible assets exceeding $5 million[83]. - The company may amend its Charter to facilitate the Initial Business Combination, which may not align with stockholder interests[142]. - Certain agreements related to the IPO can be amended without stockholder approval, potentially affecting the value of investments[143]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net income of $3,878,173, primarily from interest income of $5,942,677, after accounting for operating costs and taxes[200]. - For the year ended December 31, 2023, the company reported a net income of $1,946,899, with interest income of $3,275,366[201]. - The company has withdrawn $1,796,252 in interest earned from the Trust Account, all of which was used to pay taxes[207]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and cannot assure the success of completing an Initial Business Combination[198]. - The company has not paid any cash dividends on its common stock and does not intend to do so prior to the completion of its Initial Business Combination[187]. Operational and Compliance Considerations - The company is subject to potential adverse effects from economic downturns, including rising interest rates and inflation, which could impact its ability to consummate a business combination[168]. - Compliance with the Sarbanes-Oxley Act may increase costs and time needed to complete an acquisition, particularly due to internal control requirements[176]. - The company plans to take advantage of exemptions available to emerging growth companies, which may affect the attractiveness of its securities to investors[174]. - The company has agreed to pay $5,000 per month for office space and administrative support, indicating ongoing operational expenses[181]. - The company is not currently engaged in operations that could face material cybersecurity threats, but relies on third-party technologies for its operations[179]. Trust Account and Redemption Issues - The Trust Account may be reduced below $10.15 per share if indemnification obligations are not enforced, impacting funds available for public stockholders[132]. - The per-share redemption amount received by stockholders may be less than $10.15 per share due to potential claims against the Trust Account[129]. - If bankruptcy occurs before Trust Account distributions, creditor claims may take priority, reducing the per-share amount for stockholders[135]. - Stockholders may be liable for claims against the company to the extent of distributions received upon redemption of shares[136]. - The company will not redeem Public Shares if it causes net tangible assets to fall below $5,000,001 before and after the Initial Business Combination[104]. Miscellaneous - The company may issue shares in private placement transactions at a price of $10.15 per share, which may be less than the market price at that time[69]. - The company may attempt to complete multiple business combinations simultaneously, which could hinder the ability to finalize any of them and increase costs and risks[100]. - The company is not limited to specific industries for its Initial Business Combination, which may affect the ability to evaluate risks of target businesses[108]. - The company may face difficulties in managing cross-border operations and complying with different legal requirements in overseas markets[114].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $1,059,413, driven by interest income of $1,588,812 from investments held in the Trust Account[103]. - For the nine months ended September 30, 2024, the company achieved a net income of $3,218,561, with interest income totaling $4,724,702[106]. - As of September 30, 2024, the company had investments in the Trust Account amounting to $123,794,068, including $7,069,068 of interest income[112]. IPO and Related Costs - The company completed its IPO on June 16, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[108]. - The company incurred $5,368,092 in IPO-related costs, which included a cash underwriting discount of $2,300,000[109]. Liquidity and Going Concern - As of September 30, 2024, the company had cash of $1,460,218 available for operational activities and due diligence on potential target businesses[114]. - The company has determined that if the Initial Business Combination does not occur by December 16, 2024, it may face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[117]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[118]. Use of Funds - The company plans to use substantially all funds in the Trust Account to complete the Initial Business Combination and for working capital of the target business[113]. Accounting and Internal Controls - The company has identified a critical accounting estimate related to Class A common stock subject to possible redemption, amounting to $122,820,627 as of September 30, 2024[125]. - Management believes that recently issued accounting standards will not materially affect the unaudited condensed financial statements[126]. - Disclosure controls and procedures were evaluated as effective at a reasonable assurance level as of September 30, 2024[127]. - No changes in internal control over financial reporting occurred during the fiscal quarter of 2024 that materially affected internal controls[128]. Legal and Risk Factors - There are no legal proceedings reported by the company[130]. - No material changes to risk factors have been disclosed since the Annual Report on Form 10-K[130].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $1,020,047, driven by interest income of $1,570,573 from investments held in the Trust Account[87]. - For the six months ended June 30, 2024, the company had a net income of $2,159,148, with interest income of $3,135,890 from the Trust Account[89]. IPO and Proceeds - The company generated gross proceeds of $115,000,000 from the IPO of 11,500,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option[90]. - The company incurred $5,368,092 in IPO-related costs, which included a cash underwriting discount of $2,300,000[90]. - The company has entered into a Marketing Agreement to pay underwriters 3.5% of the gross proceeds of the IPO, amounting to $4.03 million, contingent upon completing the Initial Business Combination[99]. Trust Account and Cash Position - As of June 30, 2024, the company had investments in the Trust Account totaling $122,205,256, which includes $5,480,256 of interest income[91]. - As of June 30, 2024, the company had cash of $1,627,992 available for identifying and evaluating target businesses[92]. - The company plans to use substantially all funds in the Trust Account to complete the Initial Business Combination and for working capital of the target business[91]. Going Concern and Debt - The company has determined that if the Initial Business Combination does not occur by December 16, 2024, it may face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[95]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[96]. Internal Controls and Risk Factors - The evaluation of disclosure controls and procedures as of June 30, 2024, concluded they were effective at a reasonable assurance level[103]. - No changes in internal control over financial reporting occurred during the fiscal quarter of 2024 that materially affected internal controls[104]. - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed with the SEC[106].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $1,139,101, driven by interest income of $1,565,317 from investments held in the Trust Account, offset by operating costs of $213,567 and taxes [123]. - As of March 31, 2024, the company had investments in the Trust Account totaling $121,565,683, which includes $4,840,683 of interest income [129]. IPO and Related Costs - The company completed its IPO on June 16, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit [125]. - Following the IPO, the company incurred $5,368,092 in related costs, including a cash underwriting discount of $2,300,000 [126]. Cash and Liquidity - As of March 31, 2024, the company had cash of $1,820,447 available for operational activities and due diligence on potential target businesses [131]. - The company plans to use substantially all funds in the Trust Account to complete its Initial Business Combination, with remaining proceeds allocated for working capital [130]. Business Continuity and Risks - The company has determined that if a business combination does not occur by December 16, 2024, it may face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern [134]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024 [135]. Administrative Expenses - The company incurred a monthly fee of $5,000 for administrative services starting June 13, 2023, until the completion of the Initial Business Combination [136]. Shareholder Information - The company has identified 11,500,000 shares of Class A common stock subject to possible redemption, valued at $120,421,238 as of March 31, 2024 [141].

IPO and Fundraising - The Company completed its IPO on June 16, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option[18]. - The Company also sold 7,470,000 Private Placement Warrants at $1.00 each, generating additional gross proceeds of $7,470,000[18]. - The net proceeds from the IPO and Private Placement Warrants, totaling $116,725,000, were placed in a Trust Account, amounting to $10.15 per unit sold[18]. - Offering costs incurred by the Company amounted to $5,368,092, which included a cash underwriting discount of $2,300,000 and other associated costs[21]. - The company has $2,320,000 in proceeds held outside the Trust Account after liability insurance payments, but cannot assure sufficient funds for dissolution costs[38]. - Total funds available for the Initial Business Combination, after deducting a marketing fee of $3,500,000, amount to $98,000,000[154]. Initial Business Combination - The Company intends to pursue an Initial Business Combination with a target business that has an aggregate fair market value of at least 80% of the assets held in the Trust Account[29]. - The Initial Business Combination may involve a single target business or multiple businesses, but the lack of diversification may expose the Company to various risks[32]. - If the Initial Business Combination is not completed within the Combination Period, the Company will redeem Public Shares at a price equal to the amount in the Trust Account[34]. - The company may seek additional financing to complete its Initial Business Combination, targeting businesses larger than what can be acquired with the IPO proceeds[25]. - The company may not complete its Initial Business Combination within the prescribed time frame, potentially leading to public stockholders receiving approximately $10.15 per share or less upon liquidation[76]. - The company has not yet identified a target business, making it difficult to ascertain capital requirements for any potential transaction[106]. Risks and Challenges - Key risks include potential conflicts of interest, lack of working capital, and dependence on a single target business[52]. - The company may face challenges in completing an Initial Business Combination due to regulatory reviews or approvals required by U.S. or foreign laws[58]. - The pool of potential targets for the Initial Business Combination could be limited due to foreign ownership restrictions, which may adversely affect competition with other SPACs[62]. - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[49]. - The company may face challenges in obtaining additional financing for its Initial Business Combination, which could lead to restructuring or abandonment of the transaction[106]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, which could restrict its activities[166]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $1,946,899, influenced by $3,275,366 in interest earned on investments held in the Trust Account[196]. - Cash used in operating activities for the year ended December 31, 2023, was $796,580, compared to $43,418 for the year ended December 31, 2022[196]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its Initial Business Combination[204]. - As of December 31, 2023, the company had cash of $1,879,227 available for identifying and evaluating target businesses[213]. Shareholder Rights and Redemption - Public stockholders can only receive funds from the Trust Account upon completion of the Initial Business Combination or other specified events[48]. - If the Initial Business Combination is not completed, public stockholders will cease all operations except for winding up and redeem their shares at a price based on the Trust Account balance[77]. - The per-share redemption amount received by public stockholders could be less than $10.15 due to potential claims against the Trust Account[131]. - If stockholders fail to comply with redemption procedures, their shares may not be redeemed, impacting their ability to recover investments[81]. - The company intends to redeem its Public Shares as soon as reasonably possible following the end of the Combination Period, without complying with certain procedures that could limit stockholder liability[140]. Management and Governance - The management team currently consists of two executive officers who will devote time as necessary until the Initial Business Combination is completed[50]. - The company is classified as a blank check company, limiting its operational history and increasing investment risks[52]. - The company’s executive offices are located at 228 Park Avenue S, Suite 89898, New York, NY, with a monthly cost of $5,000 for office space and administrative support[186]. - The Sponsor holds 2,875,000 Founder Shares for an aggregate purchase price of $25,000, approximately $0.009 per share, with up to 375,000 shares subject to forfeiture[126]. Conflicts of Interest - Conflicts of interest may arise as executive officers and directors are involved in multiple business endeavors, potentially impacting their commitment to the company[122]. - The company does not have a policy prohibiting executive officers and directors from having financial interests in target businesses, which may lead to conflicts[125]. - The company may face conflicts of interest if acquiring businesses affiliated with its Sponsor or executives, which could affect the terms of the business combination[97]. Compliance and Regulatory Issues - The company is subject to potential litigation asserting that it should be considered an investment company under the Investment Company Act, which could impose additional regulatory burdens[169]. - The company intends to avoid being deemed an "investment company" by restricting investments in the Trust Account to U.S. government treasury bills or money market funds[168]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an Initial Business Combination[182].

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $898,220, driven by interest income of $1,522,943 from investments held in the Trust Account[114]. - For the nine months ended September 30, 2023, the company achieved a net income of $910,249, with interest income totaling $1,700,010[115]. - Cash used in operating activities for the nine months ended September 30, 2023, was $707,205, with net income of $910,249 impacted by interest earned on investments[119]. Investments and Trust Account - As of September 30, 2023, the company had investments in the Trust Account amounting to $118,425,010, including approximately $1,700,010 of interest income[121]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[122]. - As of September 30, 2023, the company had cash of $1,968,602 available for identifying and evaluating target businesses[123]. Initial Public Offering - The company completed its Initial Public Offering on June 16, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units[117]. - Following the Initial Public Offering, the company incurred $5,368,092 in related costs, including a cash underwriting discount of $2,300,000[118]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023[126]. - The company has entered into a Business Combination Marketing Agreement, committing to pay a marketing fee of $4.03 million upon completion of an initial Business Combination[130].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $14,896, driven by interest income of $177,067 from investments held in the Trust Account, offset by operating costs of $40,003 and taxes [112]. - Cash used in operating activities for the six months ended June 30, 2023, was $315,899, with a net income of $12,029 impacted by interest earned on investments [117]. Investments and Trust Account - As of June 30, 2023, the company had investments in the Trust Account totaling $116,902,067, which includes approximately $177,067 of interest income [118]. - As of June 30, 2023, the company had cash of $2,359,908 available for identifying and evaluating target businesses [120]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on June 16, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit [115]. - The company incurred $5,368,092 in costs related to the Initial Public Offering, including a cash underwriting discount of $2,300,000 [116]. - The company has entered into a Business Combination Marketing Agreement, agreeing to pay a marketing fee of 3.5% of the gross proceeds of the Initial Public Offering, totaling $4.03 million, contingent upon completing a Business Combination [127]. Future Financing and Business Combination - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital [119]. - The company does not anticipate needing to raise additional funds for operating expenditures but may require additional financing for the Business Combination [122]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023 [123].