INDEX
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| PART I FINANCIAL INFORMATION | | 2 | |
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| Item 1. | | Interim Condensed Financial Statements | | 2 |
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| | | Consolidated Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 | | 2 |
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| | | Unaudited Consolidated Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023 | | 3 |
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| | | Unaudited Consolidated Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 | | 4 |
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| | | Unaudited Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 | | 5 |
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| | | Notes to Unaudited Consolidated Condensed Financial Statements | | 6 |
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| Item 2. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 26 |
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| Item 3. | | Quantitative and Qualitative Disclosures About Market Risk | | 32 |
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| Item 4. | | Controls and Procedures | | 32 |
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| PART II OTHER INFORMATION | | 33 | |
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| Item 1. | | Legal Proceedings | | 33 |
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| Item 1A. | | Risk Factors | | 33 |
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| Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 33 |
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| Item 3. | | Defaults Upon Senior Securities | | 33 |
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| Item 4. | | Mine Safety Disclosures | | 33 |
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| Item 5. | | Other Information | | 33 |
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| Item 6. | | Exhibits | | 34 |
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FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The statements contained in this Report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about our:
| ● | ability to complete our initial business combination; |
| ● | success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
| ● | potential ability to obtain additional financing to complete our initial business combination; |
| ● | pool of prospective target businesses; |
| ● | the ability of our officers and directors to generate a number of potential investment opportunities; |
| ● | potential change in control if we acquire one or more target businesses for stock; |
| ● | the potential liquidity and trading of our securities; |
| ● | the lack of a market for our securities; |
| ● | use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | financial performance following our initial public offering; or |
| ● | depleting resources available for an initial business combination on negotiations and diligence of a target that ultimately does not consummate such that remaining resources are insufficient to complete an initial business combination with another target. |
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 26, 2024 (the “2023 Annual Report”), and our subsequent reports, including this Report and Current Reports on Form 8-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws or if management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.
