0001104659-24-097845 | S-4/A | XBRL Viewer

Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income or loss per share


	For the Three Months Ended						For the Three Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(172,023)	$	(428,190)	$	—	$	37,537	$	7,526	$	53,709

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		6,630,703		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.01	$	0.01	$	0.01


	For the Six Months Ended						For the Six Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(175,070)	$	(435,776)	$	—	$	1,227,883	$	54,778	$	390,902

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		29,801,668		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.04	$	0.04	$	0.04



	For the Year Ended						For the Year Ended
	December 31, 2023						December 31, 2022
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	660,301	$	112,586	$	566,255	$	1,216,069	$	56,235	$	401,303

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,578,271		1,803,670		9,071,610		28,750,000		1,329,500		9,487,500
Basic and diluted net income per share	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04

COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the founder shares, the representative shares, placement units (including component securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

Underwriting Agreement

On December 15, 2021, the Company paid a cash underwriting discount of 1.0% per Unit, or $2,875,000, as part of the underwriting fee.

Additionally, the underwriter is entitled to a deferred underwriting discount of 3.5% of the IPO gross proceeds or $10,062,500, as a result of the underwriter’s over-allotment exercised in full upon the completion of the Company’s initial Business Combination.

Representative shares

On December 15, 2021, the Company issued to the representative or its designees 431,250 of Class A common stock (“Representative Shares”). The aggregate fair value of the Representative shares was $3,456,652, or $8.02 per share and recorded as offering costs. The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity.

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of the IPO. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. Please see Note 8 for valuation methodology and assumptions used to determine the fair value of the Representative Shares.

Right of First Refusal

Subject to certain conditions, the Company granted the representative, for a period of 15 months after the date of the consummation of the Business Combination, an irrevocable right of first refusal to act as sole investment banker, sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of the Company’s successors or current or future subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

Non-redemption Agreements

The Sponsor entered into Non-Redemption Agreements with various stockholders of the Company (the “Non-Redeeming Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the “Non-Redeemed Shares”) in connection with the Special Meeting held on March 10, 2023, but such stockholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination. The Sponsor has agreed to transfer to such Non-Redeeming Stockholders an aggregate of 1,149,412 the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination. The Company estimated the aggregate fair value of such 1,149,412 Founder Shares transferrable to the Non-Redeeming Stockholders pursuant to the Non-Redemption Agreement to be $8,758,683 or $7.62 per share. The fair value was determined using the probability of a successful Business Combination of 75%, an implied volatility of 4.16%, and the value per shares as of the valuation date of $10.24 derived from an option pricing model for publicly traded warrants. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in such Founder Shares. The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these Non-Redeeming Stockholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

Inflation Reduction Act of 2022 (the “IR Act”)

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination. Finally, based on recently issued interim guidance from the Internal Revenue Service and Treasury, subject to certain exceptions, the excise tax should not apply in the event of our liquidation.

On March 10, 2023, in connection with the Company’s Special Meeting, the Company’s stockholders redeemed 22,119,297 Class A shares of Common Stock for a total of $227,776,035. On December 11, 2023, in connection with the Company’s Second Special Meeting, the Company’s stockholders redeemed 2,285,040 Class A shares of Common Stock for a total of $24,539,002, the amounts redeemed were paid out to stockholders on January 5, 2024.

The Company evaluated the current status and probability of completing a Business Combination as of June 30, 2024 and concluded that it is probable that a contingent liability should be recorded. As of June 30, 2024, the Company recorded $2,523,150 of excise tax liability calculated as 1% of shares redeemed on March 10, 2023 and December 15, 2023.

During the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

Merger Agreement

On December 22, 2023, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, BurTech Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“ Merger Sub”), Blaize, Inc., a Delaware corporation (“Blaize”), and, solely for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”), pursuant to which Merger Sub will merge with and into Blaize, whereupon the separate corporate existence of Merger Sub will cease and Blaize will be the surviving company and continue in existence as a direct, wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth therein (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, the Company will be renamed “Blaize Holdings, Inc.” (“New Blaize”).

Company Support Agreement

On December 22, 2023, concurrently with the execution of the Merger Agreement, certain stockholders of Blaize entered into a Company Support Agreement (the “Company Support Agreement”) with the Company and Blaize, pursuant to which such stockholders have agreed to, among other things, (i) support and vote in favor of (a) the approval and adoption of the Merger Agreement and the Business Combination, (b) the conversion of each issued and outstanding share of preferred stock of Blaize into one share of Blaize Common Stock as of immediately prior to the Effective Time, and (c) any other circumstances upon which a consent or other approval with respect to the Merger Agreement and the Business Combination.

Sponsor Support Agreement

On December 22, 2023, concurrently with the execution of the Merger Agreement, the Company and Blaize entered into an agreement (the “Sponsor Support Agreement”) with the Sponsor, pursuant to which, among other things, in connection with the Closing, the Sponsor agreed o (i) vote all its shares of the Company’s Class A common stock in favor of (a) each Transaction Proposal (as defined in the Merger Agreement), including, without limitation, the approval and adoption of the Merger Agreement and the Business Combination, and (b) any other circumstances upon which a consent or other approval with respect to the Merger Agreement and the Business Combination.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize, the Sponsor, certain significant securityholders of Blaize and certain of their respective affiliates will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which New Blaize will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of New Blaize common stock and other equity securities of New Blaize that are held by the parties thereto from time to time on the terms and subject to the conditions set forth therein.

Lock-up Agreement

restrictions under the Lock-up Agreements begin at the Closing and end on the date that is 180 days after the Closing, or upon the earlier of (x) the last reported sale price of New Blaize common stock reaching $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing and (y) the liquidation of New Blaize.

Stockholders’ Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize will enter into a stockholders’ agreement (the “Stockholders Agreement”), with the Sponsor, Burkhan and certain other controlled affiliates of Burkhan (collectively, the “Stockholder Group”), which will provide, among other things, that so long as the Stockholder Group beneficially owns, in the aggregate, ten percent (10%) or more of the total number of issued and outstanding shares of the New Blaize Common Stock, the Stockholder Group will have the right to designate two out of nine individuals to the Company’s board of directors, subject to step-downs based on ownership of the New Blaize Common Stock as described in the Stockholders’ Agreement.

Amendment to the Merger Agreement

On April 22,2024, the Company entered into an amendment of its Merger Agreement which modified certain terms and conditions as follows:

●

The Company entered into an additional letter agreement which modified its convertible note financing and certain lock-up provisions which will exist in the closing of the Company’s Business Combination.

●

The Company entered into an additional letter agreement in connection with its convertible note financing subject to funding conditions which will exist in the closing of the Company’s Business Combination.

●

The Sponsor and the Company entered into an additional letter agreement, under which the Sponsor agreed to forfeit 2,000,000 Company Shares to be effective immediately prior to the closing of the Business Combination.

●

The Merger Agreement Amendment also revised the aggregate reserve size under the Equity Incentive Plan and ESPP to 20% and the evergreen percentage for the Equity Incentive Plan to 7%.

●

The Company, the Merger Sub, Blaize and Burkhan amended the Agreement and Plan of Merger, amending the original Merger Agreement to make the following adjustments:

●

Increasing the Base Purchase Price from $700 million to $767 million.

●

Acknowledged that the Blaize Note Financing and the Blaize Warrant Financing constitute a Company Financing for all purposes of the Merger Agreement.

●

Added a new component to the definition of “Base Merger Consideration”, which is the product of (a) the number of shares of the Excluded Company Stock multiplied by (b) the Per Company Share Merger Consideration.

●

Added a new component to the definition of “Available Acquiror Cash”, which is the amount contributed by the Sponsor pursuant to the Backstop Subscription Agreement and a new definition of “Cash Ratio,” which means the ratio equal to (x) Available Acquiror Cash, divided by (y) the Minimum Cash Amount.

●

Added a new definition of “Proportionate Shares Number,” which means (a) 325,000 Company Shares multiplied by (b.) the Cash Ratio; (viii) Added a closing condition for the benefit of Blaize requiring that the sum of the Trust Amount plus the amount of funds received pursuant to the Backstop Subscription Agreement shall be no less than the Backstop Amount.

●

Additionally, adjustments were made to various definitions and covenants to reflect the funding commitment of the Sponsor pursuant to the Backstop Subscription Agreement and the amounts of certain convertible notes and pre-funded warrants Burkhan, its Affiliates or nominees purchased from the Company.

Amendment to Underwriting Agreement

On April 26, 2024, the Company and EF Hutton amended the Underwriting Agreement signed on December 10, 2021. In lieu of the Company paying the full Deferred Underwriting Commission, EF Hutton agreed to accept a $1,500,000 cash payment at the Closing of a Business Combination Once this payment is made according to the new terms, the Company’s obligation to deliver the Deferred Underwriting Commission will be fulfilled.

Backstop Subscription Agreement

On April 22, 2024, the Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with the Company and Blaize. Pursuant to the Backstop Subscription Agreement, in the event that the amount of cash in the Company’s trust account following redemptions and before payment of expenses (the “Trust Amount”) is less than $30,000,000 (the “Backstop Amount”), the Sponsor shall purchase, prior to or substantially concurrently with the closing of the Business Combination, a number of shares of Class A common stock of the Company equal to the quotient of (a) the difference of (x) $30,000,000 minus (y) the Trust Amount divided by (b) $10.00, at a per share purchase price of $10.00 per share.

The Company accounts for its Backstop Subscription Agreement in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the Backstop Subscription Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the Backstop Subscription Agreement as a liability at its fair value and adjusts the Backstop Subscription Agreement to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations (see Note 8).

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

On December 15, 2021, the Company paid a cash underwriting discount of 1.0% per Unit, or $2,875,000, as part of the underwriting fee.

Representative shares

Right of First Refusal

Non-redemption Agreements

Inflation Reduction Act of 2022 (the “IR Act”)

The Company evaluated the current status and probability of completing a Business Combination as of December 31, 2023 and concluded that it is probable that a contingent liability should be recorded. As of December 31, 2023, the Company recorded $2,523,150 of excise tax liability calculated as 1% of shares redeemed on March 10, 2023 and December 15, 2023.

Merger Agreement

Company Support Agreement

Sponsor Support Agreement

Registration Rights Agreement

Lock-up Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize will enter into lock-up agreements (the “Lock-up Agreements”) with (i) certain of New Blaize’s directors and officers, (ii) certain stockholders of New Blaize and (iii) Burkhan, in each case, restricting the transfer of New Blaize common stock and any shares of New Blaize common stock issuable upon the exercise or settlement, as applicable, of New Blaize Options or New Blaize RSUs held by it immediately after the Effective Time from and after the Closing. The restrictions under the Lock-up Agreements begin at the Closing and end on the date that is 180 days after the Closing, or upon the earlier of (x) the last reported sale price of New Blaize common stock reaching $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing and (y) the liquidation of New Blaize.

Stockholders’ Agreement

“Stockholder Group”), which will provide, among other things, that so long as the Stockholder Group beneficially owns, in the aggregate, ten percent (10%) or more of the total number of issued and outstanding shares of the New Blaize Common Stock, the Stockholder Group will have the right to designate two out of nine individuals to the Company’s board of directors, subject to step-downs based on ownership of the New Blaize Common Stock as described in the Stockholders’ Agreement.

Amendment to the Merger Agreement

On April 22,2024, the Company entered into an amendment of its Merger Agreement which modified certain terms and conditions as follows:

●

The Merger Agreement Amendment also revised the aggregate reserve size under the Equity Incentive Plan and ESPP to 20% and the evergreen percentage for the Equity Incentive Plan to 7%.

●

The Company, the Merger Sub, Blaize and Burkhan amended the Agreement and Plan of Merger, amending the original Merger Agreement to make the following adjustments:

●

Increasing the Base Purchase Price from $700 million to $767 million.

●

Acknowledged that the Blaize Note Financing and the Blaize Warrant Financing constitute a Company Financing for all purposes of the Merger Agreement.

●

Amendment to Underwriting Agreement

Organization, Business Operation, Liquidity and Capital Resources (Details)						6 Months Ended	12 Months Ended
	Jan. 05, 2024 USD ($) $ / shares	Dec. 11, 2023 USD ($) shares	Mar. 10, 2023 USD ($) $ / shares shares	Dec. 15, 2021 USD ($) $ / shares shares	Dec. 10, 2021 USD ($) item $ / shares shares	Jun. 30, 2024 USD ($) item $ / shares shares	Dec. 31, 2023 USD ($) item $ / shares shares	Jul. 12, 2024 USD ($)	Jun. 12, 2024 USD ($)	May 10, 2024 USD ($)	Apr. 26, 2024 USD ($)	Apr. 10, 2024 USD ($)	Mar. 12, 2024 USD ($)	Feb. 09, 2024 USD ($)	Jan. 16, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item						1	1
Wholly owned subsidiary \| item						1	1
Representative shares per share \| $ / shares				$ 8.02
Consummation of business combination						$ 5,000,001	$ 5,000,001
Number of shares issuable per warrant \| shares						1	1
Transaction costs				$ 16,919,619
Underwriting commissions				2,875,000
Deferred underwriting commissions				10,062,500		$ 10,062,500	$ 10,062,500										$ 10,062,500
Fair value of class A shares issued to underwriters				3,456,652
Other offering costs				525,467
Cash held outside of Trust Account				1,539,541		$ 48,885,820	$ 71,432,177										295,802,694
Condition for future business combination use of proceeds percentage						80	80
Maximum allowed dissolution expenses						$ 100,000	$ 100,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)						100.00%	100.00%
Investments held in Trust Account						$ 48,885,820	$ 46,893,175										295,802,694
Restricted Cash						26,944	843,313										0
Due from sponsor						109,118	318,888										0
Deposit in trust account						3,995,122
Amount in operating bank accounts						26,944	843,313									$ 1,267,928	$ 22,232	$ 1,539,548
Redeemed stock payable to public stockholders							24,539,002
Aggregate purchase price				$ 3,456,652
Notes Payable, Current						1,500,000	$ 810,345
Notes Payable, Current, Related Party [Extensible Enumeration]							Related party
Advances owed to the Sponsor						$ 1,059,551	$ 0
Other Liability, Current, Related Party [Extensible Enumeration]						Related party	Related party
Withdrawn from the interest earned in the Trust Account						$ 43,564	$ 1,162,201
Cash withdrawn from trust account							318,888
Due to Trust Account						$ 109,118	$ 318,888
EF Hutton
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued \| shares				898,250
Price of warrant \| $ / shares				$ 10.00
Proceeds allocated to public warrants				$ 8,982,500
Second Trust Amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of times the entity has right to extend business combination for additional month \| item					12
Additional term to complete business combination					1 month
Amount per unredeemed share deposited into trust account \| $ / shares					$ 0.03
Deposit to Trust Account, extension payment per month					$ 150,000
Deposit in trust account												$ 130,370	$ 130,370	$ 130,370	$ 130,370
Class A common stock subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares		2,285,040	22,119,297
Value of shares redeemed		$ 24,539,002	$ 227,776,035
Redemption price (per share) \| $ / shares			$ 10.30			$ 11.19	$ 10.81										$ 10.25
Number of shares outstanding \| shares			6,630,703			4,345,663	4,345,663										28,750,000
Investments held in Trust Account			$ 68,000,000.0
Class A common stock subject to possible redemption \| Second Trust Amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares					2,285,040
Value of shares redeemed	$ 24,500,000
Redemption price (per share) \| $ / shares	$ 10.74
Class A common stock not subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares outstanding \| shares						2,285,040	2,285,040
Class A common stock not subject to possible redemption \| Non-Redemption Agreements
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Non-Redeemed shares \| shares			4,597,648
Class B Common Stock \| Non-Redemption Agreements
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum number of shares transferred in exchange for non-redeemed shares \| shares			1,274,412
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares				28,750,000
Representative shares per share \| $ / shares				$ 10.15		$ 10.15	$ 10.15
Number of shares in a unit \| shares				1
Number of shares issuable per warrant \| shares				1
Exercise price of warrants \| $ / shares				$ 11.50
Transaction costs				$ 16,919,619
Underwriting commissions				2,875,000
Deferred underwriting commissions				10,062,500
Fair value of class A shares issued to underwriters				3,456,652
Other offering costs				525,467
Cash deposited into trust account				$ 291,812,500
Investments, maximum maturity term				185 days
Maximum allowed dissolution expenses				$ 100,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100.00%
Months to complete acquisition \| item						15	15
Initial Public Offering \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit \| shares				1
Number of shares issuable per warrant \| shares				1
Exercise price of warrants \| $ / shares				$ 11.50
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares				3,750,000
Representative shares per share \| $ / shares				$ 10.00
Over-allotment option \| Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued \| shares				93,750
Related Party Loans
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding balance							$ 0
Subsequent Event \| EF Hutton
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
Subsequent Event \| Second Trust Amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account								$ 130,370
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account									$ 130,370	$ 130,370		130,370
Aggregate purchase price						$ 25,000	25,000
Sponsor \| Promissory Note with Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Notes Payable, Current						$ 1,500,000	$ 810,345
Sponsor \| Subsequent Event
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account								$ 130,370				$ 130,370	$ 130,370	$ 130,370	$ 130,370

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Summary of company's assets and liabilities that were measured at fair value on a recurring basis


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	June 30, 2024		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	48,885,820	$	48,885,820	$	—	$	—
Liabilities:
Derivative Liability - Backstop Subscription Agreement	$	356,847	$	—	$	—	$	356,847


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—
	$	71,432,177	$	71,432,177	$	—	$	—


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—
	$	71,432,177	$	71,432,177	$	—	$	—


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	295,802,694	$	295,802,694	$	—	$	—
	$	295,802,694	$	295,802,694	$	—	$	—

Summary of key inputs used to value the company's Backstop subscription agreement


	Initial Measurement date of
Inputs	April 22, 2024			June 30, 2024
Stock Price	$	11.05		$	11.12
Risk-Free Rate		5.39	%		5.42	%
Weighted Terms		0.48			0.36
Market Implied Likelihood of Initial Business Combination		10.35	%		10.18	%

Schedule of summary of changes in the fair value of financial instruments that are measured at fair value on a recurring basis


	Subscription Purchase
	Agreement
Fair Value as of January 1, 2024	$	—
Initial Measurement on April 22, 2024		361,124
Change in Fair Value		(4,277)
Fair Value as of June 30, 2024	$	356,847

Organization, Business Operation, Liquidity and Capital Resources

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Organization, Business Operation, Liquidity and Capital Resources

Organization, Business Operation, Liquidity and Capital Resources

Note 1-Organization, Business Operation, Liquidity and Capital Resources

BurTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 2, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company has one wholly owned inactive subsidiary, Burtech Merger Sub Inc. (the “Merger Sub”), a Delaware corporation, formed on December 6, 2023.

As of June 30, 2024, the Company had not commenced any operations. All activity for the period from March 2, 2021 (inception) through June 30,2024 relates to the Company’s formation and the Initial Public Offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is BurTech LP LLC, (the “Sponsor”).

The registration statement for the Company’s IPO was declared effective on December 10, 2021 (the “Effective Date”). On December 15, 2021, the Company completed the IPO of 28,750,000 units, including 3,750,000 units from the full exercise of the overallotment option by the underwriters, at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”). Each Unit consists of one Class A common stock and one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A common stock at a price of $11.50 per share.

Simultaneously with the consummation of the IPO, the Company consummated the private placement of 898,250 units (the “Private Placement Units”) to the Sponsor, including 93,750 units from the full exercise of the overallotment option by the underwriters, at a price of $10.00 per units, generate an aggregate of $8,982,500 proceeds.

Transaction costs amounted to $16,919,619 consisting of $2,875,000 of underwriting commissions, $10,062,500 of deferred underwriting commissions, $3,456,652 fair value of class A shares issued to the underwriters and $525,467 of other offering costs. In addition, $1,539,541 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Underwriting Agreement was amended subsequent to the balance sheet date, refer to Note 9.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Nasdaq rules require that a company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. The board of directors will make the determination as to the fair market value of the initial Business Combination. If the board of directors is not able to independently determine the fair market value of the initial Business Combination, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While the Company considers it unlikely that the board of directors will not be able to make an independent determination of the fair market value of the initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of the Company’s independent directors.

Following the closing of the IPO on December 15, 2021, $291,812,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest that may be used for the Company’s dissolution expenses, the proceeds from the IPO and the sale of the placement units held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.15 per public share, however, there is no guarantee that investors will receive $10.15 per share upon redemption.

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 the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificates of amendment on March 10, 2023 and December 11, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company initially had only 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. The Company has extended the Combination Period in which the Company may complete the Initial Business Combination on March 10, 2023 (see below). If the Company is unable to complete the initial Business Combination within the Combination Period (and the stockholders have not approved an amendment to the Company’s charter extending this time period), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned 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 then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

On February 24, 2023, the Company issued a press release stating that it has entered into a non-binding letter of intent for a potential business combination with CleanBay Renewables Inc., a late-stage enviro-tech company focused on the production of sustainable renewable natural gas, green hydrogen and natural controlled-release fertilizer.

On March 10, 2023, the Company and Sponsor entered into a non-redemption agreements (“Non-Redemption Agreements”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem up to an aggregate of 4,597,648 shares of the Company’s Class A common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders called by the Company (the “Special Meeting”), In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party or third parties up to an aggregate of 1,274,412 shares of the Company’s Class A common stock held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. During the Special Meeting the Shareholders approved an extension of time for the Company to consummate an initial business combination from March 15, 2023 to December 15, 2023 (the “Extension”), and to amend the Trust Management Agreement with Continental Stock & Transfer Company, dated as of December 10, 2021.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares. As a result, approximately $227.8 million (approximately $10.30 per share) was removed from the Company’s trust account to pay such holders. Following redemptions, the Company had 6,630,703 shares of Class A common stock outstanding, and approximately $68.0 million remained in the Company’s trust account.

On June 30, 2023, the Company’s non-binding letter of intent for a potential business combination with CleanBay Renewables Inc. expired. Following thorough initial negotiations, the Company has chosen not to pursue the business combination.

On October 11, 2023, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of NASDAQ indicating that it was not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Listing Rule”) for failing to maintain a minimum of 400 Total Holders for continued listing, which is required by the Nasdaq Global Market. The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Notice states that the Company has 45 calendar days from the date of the Notice, or until November 27, 2023, to submit a plan to regain compliance with the Listing Rule, and if accepted, Nasdaq may grant the Company up to 180 calendar days from the date of the Notice, or until April 8, 2024, to regain compliance. BurTech submitted a plan to Nasdaq to regain compliance with the Listing Rule on November 27, 2023. On April 16, 2024, the Company reported 522 total holders of stock, meeting the minimum 400 total holders requirement for The Nasdaq Global Market as per Listing Rule 5450(a)(2). The Company has received confirmation of compliance from Staff on April 26, 2024, closing the matter.

On December 11, 2023 (the “Second Special Meeting”), the Company entered into an amendment to the investment management trust agreement dated as of December 10, 2021, with Continental Stock Transfer & Trust Company (the “Second Trust Amendment”). Pursuant to the Second Trust Amendment, the Company has the right to extend the time to complete a business combination twelve (12) times, each such extension for an additional one (1) month period (each an “Extension”), until December 15, 2024, by depositing into the Trust Account the lesser of $0.03 per unredeemed share of Class A common stock or $150,000 (the “Extension Payment”) for each one-month Extension. The Company’s stockholders redeemed 2,285,040 shares during the Second Special Meeting. As a result, approximately $24.5 million (approximately $10.74 per share) was removed from the Company’s trust account to pay such shareholders. This amount was removed from the Trust Account on January 5, 2024 to pay such shareholders. On January 16, 2024, February 9, 2024, and March 12, 2024, the Sponsor deposited $130,370 on each date into the Trust account to extend the life of the Company from January 15, 2024 to April 15, 2024.

On April 10, 2024, May 10, 2024 and June 12, 2024 the Sponsor deposited $130,370 on each date into the Trust account to extend the life of the Company from April 15, 2024 to July 15, 2024. On July 12, 2024, the Sponsor deposited $130,370 into the Trust account to extend the life of the Company from July 15, 2024 to August 15, 2024.

In addition, the Company has agreed that funds held in the Company’s trust account, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions prior to or in connection with the Extension, an initial business combination or the liquidation of the Company. The Sponsor of the Company will pay the excise tax when it becomes due.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations.

On June 3, 2024, the Company received a notification letter from the Listing Qualifications Department of Nasdaq indicating that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2024 with SEC, the Company was not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1).

The notification letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Notice states that the Company has 60 calendar days from the date of the Notice, or August 2, 2024, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the 10-Q, or November 8, 2024, to file the 10-Q to regain compliance.

Liquidity and Going Concern

As of June 30, 2024, the Company had $26,944 in its restricted cash account and $48,885,820 in investments held in trust. Restricted cash is held exclusively for payment of current tax liabilities. As of June 30, 2024, $3,995,122 of the amount on deposit in the Trust Account represents interest income.

Our liquidity needs up to June 30, 2024 had been satisfied through a payment from our sponsor of $25,000 for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $1,500,000, working capital advances from the Sponsor and the net proceeds from the consummation of the Initial Public Offering held outside of the trust account. As of June 30, 2024, the Company had $1,500,000 outstanding under a Convertible Promissory Note and $1,059,551 outstanding as advances from sponsor.

Until the consummation of a Business Combination, the Company will use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company expects it will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company was less than seven months from its mandatory liquidation as of the time of filing of Annual Report on Form 10-K and the Company has extended its liquidation date to December 15, 2024. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition due to insufficient working capital, described above, and mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the condensed consolidated financial statements are issued.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

The Company’s results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including reassurance and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination.

Restricted cash, due from sponsor and trust payable

the Company for this amount, ensuring that the trust account will be made whole. The amounts due from the sponsor and related payable to the trust account at June 30, 2024 and December 31, 2023 amounted to $109,118 and $318,888, respectively. As of June 30, 2024 and December 31, 2023, the balance in restricted cash in the amount of $26,944 and $843,313, respectively, on the accompanying condensed consolidated balance sheets, represents amounts withheld from the trust account available exclusively for payment of current tax liabilities.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

BurTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 2, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company has one wholly owned inactive subsidiary, Burtech Merger Sub Inc. (the “Merger Sub”), a Delaware corporation, formed on December 6, 2023.

As of December 31, 2023, the Company had not commenced any operations. All activity for the period from March 2, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the Initial Public Offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is BurTech LP LLC, (the “Sponsor”).

to amend the Company’s second amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

On December 11, 2023 (the “Second Special Meeting”), the Company entered into an amendment to the investment management trust agreement dated as of December 10, 2021, with Continental Stock Transfer & Trust Company (the “Second Trust Amendment”). Pursuant to the Second Trust Amendment, the Company has the right to extend the time to complete a business combination twelve (12) times, each such extension for an additional one (1) month period (each an “Extension”), until December 15, 2024, by depositing into the Trust Account the lesser of $0.03 per unredeemed share of Class A common stock or $150,000 (the “Extension Payment”) for each one-month Extension. The Company’s stockholders redeemed 2,285,040 shares during the Second Special Meeting. As a result, approximately $24.5 million (approximately $10.74 per share) was removed from the Company’s trust account to pay such shareholders. This amount was removed from the Trust Account on January 5, 2024 to pay such shareholders. On January 16, 2024, February 9, 2024, March 12, 2024 and April 10, 2024, the Sponsor deposited $130,370 on each date into the Trust account to extend the life of the Company from January 15, 2024 to May 15, 2024.

or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Liquidity and Going Concern

As of December 31, 2023, the Company had $843,313 in its restricted cash account and $71,432,177 in investments held in trust. Restricted cash is held exclusively for payment of current tax liabilities. The investments held in trust are to be used for Business Combination or to repurchase or redeem its Public shares, which includes $24,539,002 restricted to pay its current redemption liability. As of December 31, 2023, $5,751,596 of the amount on deposit in the Trust Account represents interest income.

Our liquidity needs up to December 31, 2023 had been satisfied through a payment from our sponsor of $25,000 for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $810,345 and the net proceeds from the consummation of the Initial Public Offering held outside of the trust account. As of December 31, 2023, the Company had $810,345 outstanding under a Convertible Promissory Note. As of December 31, 2023, no working capital loans were outstanding.

The Company is less than 7 months from its mandatory liquidation as of the time of filing this Annual Report on Form 10-K. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition due to insufficient working capital, described above, and mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the consolidated financial statements are issued.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Restricted cash, due from sponsor and trust payable

In accordance with the Trust agreement, the Company is permitted to withdraw funds from the trust account to pay its tax obligations, including income and franchise taxes. During the year ended December 31, 2023, the Company withdrew $1,162,201 from the trust account for the purposes of settling its current tax liabilities. However, the Company identified that $318,888 was erroneously withdrawn from the trust account and used for operating expenses during the year, which is not a permitted use of the trust funds per the trust agreement. As a result, the Company recorded a receivable due from the sponsor and related payable to the trust for this amount. The receivable reflects the amount due to be reimbursed to the trust account from the sponsor for the funds used for operating expenses. The sponsor has committed to reimburse the Company for this amount, ensuring that the trust account will be made whole. As of December 31, 2023, the balance of this withdrawal is included in restricted cash in the amount of $843,313 on the accompanying balance sheet, which represents the amounts withheld from the trust account available exclusively for payment of current tax liabilities.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Mar. 10, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 15, 2021
Current assets:
Cash				$ 1,267,928			$ 22,232	$ 1,539,548
Restricted Cash	$ 26,944		$ 843,313				0
Due from sponsor	109,118		318,888				0
Trust Account - Restricted for Redeeming Shareholders			24,539,002
Other Assets							186,532
Prepaid expenses and other Assets	45,500
Total current assets	181,562		25,701,203				208,764
Investments held in Trust Account	48,885,820		46,893,175				295,802,694
Total Assets	49,067,382		72,594,378				296,011,458
Current liabilities:
Accrued expenses	2,530,021		2,123,846				304,952
Franchise tax payable	100,000		35,800				200,000
Due to Trust Account	109,118		318,888
Redeemed stock payable to public stockholders			24,539,002
Convertible promissory note - related party	1,500,000		810,345
Income tax payable	283,838		1,027,644				791,758
Derivative Liability - Backstop Subscription Agreement	356,847
Excise Tax Payable	2,523,150		2,523,150
Total current liabilities	8,462,525		31,378,675				1,296,710
Deferred underwriting commissions	10,062,500		10,062,500				10,062,500		$ 10,062,500
Total Liabilities	18,525,025		41,441,175				11,359,210
Commitments and Contingencies (Note 6)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(18,096,769)		(15,839,811)				(10,145,752)
Total Stockholders' Deficit	(18,095,687)	$ (16,649,392)	(15,838,729)	$ (13,630,423)	$ (13,123,968)		(10,144,670)	(8,833,859)
Total Liabilities and Stockholders' Deficit	49,067,382		72,594,378				296,011,458
Class A common stock subject to possible redemption
Current assets:
Investments held in Trust Account						$ 68,000,000.0
Current liabilities:
Excise Tax Payable	2,523,150		2,523,150
Class A common stock subject to possible redemption, 4,345,663 shares at redemption value of approximately $11.19 and $10.81 as of June 30, 2024 and December 31, 2023, respectively	48,638,044	$ 47,791,962	46,991,932				294,796,918	$ 291,812,500
Class A common stock not subject to possible redemption
Stockholders' Deficit:
Common stock	$ 1,082		$ 1,082				133
Class B Common Stock
Stockholders' Deficit:
Common stock							$ 949

Summary of Significant Accounting Policies - Reconciliation of Net Income per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Class A common stock subject to redemption
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss), common stock subject to redemption	$ (172,023)	$ 37,537	$ (175,070)	$ 1,227,883	$ 660,301	$ 1,216,069
Weighted average shares outstanding, basic (in shares)	4,345,663	6,630,703	4,345,663	29,801,668	10,578,271	28,750,000
Weighted average shares outstanding, diluted (in shares)	4,345,663	6,630,703	4,345,663	29,801,668	10,578,271	28,750,000
Basic net income (loss) per share (in dollars per share)	$ (0.04)	$ 0.01	$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Diluted net income (loss) per share (in dollars per share)	$ (0.04)	$ 0.01	$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Non-redeemable Class A common stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss)	$ (428,190)	$ 7,526	$ (435,776)	$ 54,778	$ 112,586	$ 56,235
Weighted average shares outstanding, basic (in shares)	10,817,000	1,329,500	10,817,000	1,329,500	1,803,670	1,329,500
Weighted average shares outstanding, diluted (in shares)	10,817,000	1,329,500	10,817,000	1,329,500	1,803,670	1,329,500
Basic net income (loss) per share (in dollars per share)	$ (0.04)	$ 0.01	$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Diluted net income (loss) per share (in dollars per share)	$ (0.04)	$ 0.01	$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Non-redeemable Class B common stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss)		$ 53,709		$ 390,902	$ 566,255	$ 401,303
Weighted average shares outstanding, basic (in shares)		9,487,500		9,487,500	9,071,610	9,487,500
Weighted average shares outstanding, diluted (in shares)		9,487,500		9,487,500	9,071,610	9,487,500
Basic net income (loss) per share (in dollars per share)		$ 0.01		$ 0.04	$ 0.06	$ 0.04
Diluted net income (loss) per share (in dollars per share)		$ 0.01		$ 0.04	$ 0.06	$ 0.04

COMMITMENTS AND CONTINGENCIES (Details)							3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Apr. 22, 2024 USD ($) $ / shares shares	Apr. 21, 2024 USD ($)	Dec. 15, 2023	Dec. 11, 2023 USD ($) shares	Mar. 10, 2023 USD ($) $ / shares shares	Dec. 15, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 30, 2024 USD ($) item $ / shares	Dec. 15, 2023	Dec. 31, 2023 USD ($) item $ / shares	Apr. 26, 2024 USD ($)	Dec. 31, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item								3		3
Underwriting cash discount per unit (in percentage)						1.0
Underwriting fees						$ 2,875,000
Deferred underwriting discount per unit (in percentage)								3.5		3.5
Deferred underwriting commissions						$ 10,062,500		$ 10,062,500		$ 10,062,500		$ 10,062,500
Stock issued (in shares) \| shares						431,250
Aggregate purchase price						$ 3,456,652
Representative shares per share \| $ / shares						$ 8.02
Aggregate fair value							$ 8,758,683			8,758,683
Excise tax liability recorded								$ 2,523,150		$ 2,523,150
Percentage of beneficial ownership held								10.00%		10.00%
Percentage of aggregate reserve size under Equity Incentive Plan and ESPP	20.00%
Evergreen percentage for equity incentive plan	7.00%
Base purchase price	$ 767,000,000	$ 700,000,000
Shares considered for calculating proportionate shares \| shares	325,000
EF Hutton
COMMITMENTS AND CONTINGENCIES
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
Class A common stock subject to possible redemption
COMMITMENTS AND CONTINGENCIES
Number of shares redeemed \| shares				2,285,040	22,119,297
Value of shares redeemed				$ 24,539,002	$ 227,776,035
Excise tax liability recorded								$ 2,523,150		$ 2,523,150
Percentage of shares redeemed			1.00%		1.00%				1.00%
Subsequent Event
COMMITMENTS AND CONTINGENCIES
Percentage of aggregate reserve size under Equity Incentive Plan and ESPP	20.00%
Evergreen percentage for equity incentive plan	7.00%
Base purchase price	$ 767,000,000	$ 700,000,000
Shares considered for calculating proportionate shares \| shares	325,000
Subsequent Event \| EF Hutton
COMMITMENTS AND CONTINGENCIES
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
Sponsor
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price								$ 25,000		$ 25,000
Number of shares agreed to forfeit by sponsor to be effective immediately prior to business combination \| shares	2,000,000
Sponsor \| Subsequent Event
COMMITMENTS AND CONTINGENCIES
Number of shares agreed to forfeit by sponsor to be effective immediately prior to business combination \| shares	2,000,000
Lock up Agreement \| Merger Agreement
COMMITMENTS AND CONTINGENCIES
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination								150 days		150 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination								30 days		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences								20 years		20 years
Lock up Agreement \| Merger Agreement \| Class A common stock subject to possible redemption
COMMITMENTS AND CONTINGENCIES
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares								$ 12.00		$ 12.00
Backstop Subscription Agreement
COMMITMENTS AND CONTINGENCIES
Backstop Amount	$ 30,000,000
Backstop Subscription Agreement \| Sponsor
COMMITMENTS AND CONTINGENCIES
Backstop Amount	$ 30,000,000
Share Price \| $ / shares	$ 10.00
Non-Redemption Agreements \| Founder Shares
COMMITMENTS AND CONTINGENCIES
Maximum number of shares transferred in exchange for non-redeemed shares \| shares					1,149,412
Aggregate fair value					$ 8,758,683
Fair value per share \| $ / shares					$ 7.62
Non-Redemption Agreements \| Founder Shares \| Probability of a successful business combination
COMMITMENTS AND CONTINGENCIES
Measurement input					75
Non-Redemption Agreements \| Founder Shares \| Implied volatility
COMMITMENTS AND CONTINGENCIES
Measurement input					4.16
Non-Redemption Agreements \| Founder Shares \| Value per shares as of the valuation date
COMMITMENTS AND CONTINGENCIES
Measurement input \| $ / shares					10.24

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Principles of Consolidation

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated 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 accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2023.

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Emerging Growth Company

Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of fair value of the warrant liabilities and the derivative liability - Backstop Subscription Agreement. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Use of Estimates

The preparation of the consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2024 and December 31, 2023, the Company had no cash and no cash equivalents. At June 30, 2024 and December 31, 2023, the Company also had $26,944 and $843,313 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved to the payment of taxes.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2023 and 2022, the Company had $0 and $22,232 in cash, respectively, and no cash equivalents. At December 31, 2023 and 2022, the Company also had $843,313 and $0 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved to the payment of taxes.

Investments Held in Trust Account

At June 30, 2024 and December 31, 2023, the Company had $48,885,820 and $71,432,177 (as of December 31, 2023, $24,539,002 of this amount was restricted for redeeming shareholders, which were redeemed in December 2023 and subsequently distributed in January 2024.) respectively, in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Investments Held in Trust Account

At December 31, 2023 and 2022, the Company had $71,432,177 (as of December 31, 2023, $24,539,002 of this amount was restricted for redeeming shareholders, which were redeemed in December 2023 and subsequently distributed in January 2024.) and $295,802,694, respectively, in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities 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 is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature 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, 4,345,663 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature 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 December 31, 2023 and 2022, 4,345,663 and 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $16,919,619 as a result of the IPO (consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred underwriting fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467 of other offering costs).

Offering Costs associated with the Initial Public Offering

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be

realized. As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to income taxes and unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. During the three and six months ended June 30, 2024, the Company’s provision for income taxes included $41,498 for interest and penalties. The $41,498 is included in income taxes payable on the Company’s condensed balance sheets as of June 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The 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 effective tax rate was (25.23)% and 63.04% for the three months ended June 30, 2024 and 2023, respectively, and (86.80)% and 31.61% for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% due to the valuation allowance on the deferred tax assets and the deductibility of penalties on tax obligations and merger and acquisition costs.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2024.

Income Taxes

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Income or Loss Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2024 and 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net income or loss per common stock is the same as basic net income or loss per common stock for the periods. The table

below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income or loss per share for each class of common stock:


	For the Three Months Ended						For the Three Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(172,023)	$	(428,190)	$	—	$	37,537	$	7,526	$	53,709

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		6,630,703		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.01	$	0.01	$	0.01


	For the Six Months Ended						For the Six Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(175,070)	$	(435,776)	$	—	$	1,227,883	$	54,778	$	390,902

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		29,801,668		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.04	$	0.04	$	0.04

Net Income Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:



	For the Year Ended						For the Year Ended
	December 31, 2023						December 31, 2022
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	660,301	$	112,586	$	566,255	$	1,216,069	$	56,235	$	401,303

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,578,271		1,803,670		9,071,610		28,750,000		1,329,500		9,487,500
Basic and diluted net income per share	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At June 30, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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 condensed consolidated balance sheets, primarily due to its short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

●

Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

●

Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

●

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Derivative Liabilities – Backstop Subscription Agreement

The Company accounts for its Backstop Subscription Agreement (see Note 6) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the Backstop Subscription Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the Backstop Subscription Agreement as a liability at its fair value and adjusts the Backstop Subscription Agreement to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Backstop Subscription Agreement is valued using a Probability Weighted Expected Return Method (“PWERM”).

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 balance sheet, primarily due to its short-term nature.

●

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity.

Warrant Classification

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its condensed consolidated financial statements.

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

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements.

FAIR VALUE MEASUREMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	June 30, 2024		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	48,885,820	$	48,885,820	$	—	$	—
Liabilities:
Derivative Liability - Backstop Subscription Agreement	$	356,847	$	—	$	—	$	356,847


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—
	$	71,432,177	$	71,432,177	$	—	$	—

The Backstop Subscription Agreement is valued using Probability Weighted Expected Return Model (“PWERM”). The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the Backstop Subscription Agreement liability is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Backstop Subscription Agreement. The expected life of the Backstop Subscription Agreement is assumed to be equivalent to its remaining contractual term. The initial fair value of the Backstop Subscription Agreement as of April 22, 2024, was $361,124. The fair value of the Backstop Subscription Agreement as of June 30, 2024 was $356,847, which resulted in a change in fair value of the Backstop Subscription Agreement of $4,277 for the three months and six months ended June 30, 2024.

The key inputs of the models used to value the Company’s Backstop Subscription Agreement were as follows:


	Initial Measurement date of
Inputs	April 22, 2024			June 30, 2024
Stock Price	$	11.05		$	11.12
Risk-Free Rate		5.39	%		5.42	%
Weighted Terms		0.48			0.36
Market Implied Likelihood of Initial Business Combination		10.35	%		10.18	%

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the three and six months ended June 30, 2024:


	Subscription Purchase
	Agreement
Fair Value as of January 1, 2024	$	—
Initial Measurement on April 22, 2024		361,124
Change in Fair Value		(4,277)
Fair Value as of June 30, 2024	$	356,847

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—
	$	71,432,177	$	71,432,177	$	—	$	—


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	295,802,694	$	295,802,694	$	—	$	—
	$	295,802,694	$	295,802,694	$	—	$	—

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Summary of company's assets and liabilities that were measured at fair value on a recurring basis


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	June 30, 2024		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	48,885,820	$	48,885,820	$	—	$	—
Liabilities:
Derivative Liability - Backstop Subscription Agreement	$	356,847	$	—	$	—	$	356,847


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—
	$	71,432,177	$	71,432,177	$	—	$	—


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—
	$	71,432,177	$	71,432,177	$	—	$	—


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	295,802,694	$	295,802,694	$	—	$	—
	$	295,802,694	$	295,802,694	$	—	$	—

Summary of key inputs used to value the company's Backstop subscription agreement


	Initial Measurement date of
Inputs	April 22, 2024			June 30, 2024
Stock Price	$	11.05		$	11.12
Risk-Free Rate		5.39	%		5.42	%
Weighted Terms		0.48			0.36
Market Implied Likelihood of Initial Business Combination		10.35	%		10.18	%

Schedule of summary of changes in the fair value of financial instruments that are measured at fair value on a recurring basis


	Subscription Purchase
	Agreement
Fair Value as of January 1, 2024	$	—
Initial Measurement on April 22, 2024		361,124
Change in Fair Value		(4,277)
Fair Value as of June 30, 2024	$	356,847

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)					6 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Dec. 11, 2023 shares	Mar. 10, 2023 $ / shares shares	Dec. 15, 2021 shares	Sep. 24, 2021 shares	Jun. 30, 2024 Vote $ / shares shares	Dec. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
STOCKHOLDERS' DEFICIT
Stock issued (in shares)			431,250
Ratio to be applied to the stock in the conversion					24.81	24.81
Class A common stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)					280,000,000	280,000,000	280,000,000
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote					1	1
Conversion of Class B to Class A Shares (in shares)	9,487,495
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Number of shares redeemed	2,285,040	22,119,297
Redemption price (per share) \| $ / shares		$ 10.30			$ 11.19	$ 10.81	$ 10.25
Number of shares outstanding		6,630,703			4,345,663	4,345,663	28,750,000
Class A common stock not subject to possible redemption
STOCKHOLDERS' DEFICIT
Common shares, shares issued (in shares)					10,817,000	10,817,000	1,329,500
Common shares, shares outstanding (in shares)					10,817,000	10,817,000	1,329,500
Number of shares outstanding					2,285,040	2,285,040
Class B Common Stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)					20,000,000	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote					1	1
Conversion of Class B to Class A Shares (in shares)	9,487,495
Common shares, shares issued (in shares)					0	0	9,487,500
Common shares, shares outstanding (in shares)					0	0	9,487,500
Stock issued (in shares)				862,500
Stock split				1.1

COMMITMENTS AND CONTINGENCIES (Details)							3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Apr. 22, 2024 USD ($) $ / shares shares	Apr. 21, 2024 USD ($)	Dec. 15, 2023	Dec. 11, 2023 USD ($) shares	Mar. 10, 2023 USD ($) $ / shares shares	Dec. 15, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 30, 2024 USD ($) item $ / shares	Dec. 15, 2023	Dec. 31, 2023 USD ($) item $ / shares	Apr. 26, 2024 USD ($)	Dec. 31, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item								3		3
Underwriting cash discount per unit (in percentage)						1.0
Underwriting fees						$ 2,875,000
Deferred underwriting discount per unit (in percentage)								3.5		3.5
Deferred underwriting commissions						$ 10,062,500		$ 10,062,500		$ 10,062,500		$ 10,062,500
Stock issued (in shares) \| shares						431,250
Aggregate purchase price						$ 3,456,652
Representative shares per share \| $ / shares						$ 8.02
Aggregate fair value							$ 8,758,683			8,758,683
Excise tax liability recorded								$ 2,523,150		$ 2,523,150
Percentage of beneficial ownership held								10.00%		10.00%
Percentage of aggregate reserve size under Equity Incentive Plan and ESPP	20.00%
Evergreen percentage for equity incentive plan	7.00%
Base purchase price	$ 767,000,000	$ 700,000,000
Shares considered for calculating proportionate shares \| shares	325,000
EF Hutton
COMMITMENTS AND CONTINGENCIES
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
Class A common stock subject to possible redemption
COMMITMENTS AND CONTINGENCIES
Number of shares redeemed \| shares				2,285,040	22,119,297
Value of shares redeemed				$ 24,539,002	$ 227,776,035
Excise tax liability recorded								$ 2,523,150		$ 2,523,150
Percentage of shares redeemed			1.00%		1.00%				1.00%
Subsequent Event
COMMITMENTS AND CONTINGENCIES
Percentage of aggregate reserve size under Equity Incentive Plan and ESPP	20.00%
Evergreen percentage for equity incentive plan	7.00%
Base purchase price	$ 767,000,000	$ 700,000,000
Shares considered for calculating proportionate shares \| shares	325,000
Subsequent Event \| EF Hutton
COMMITMENTS AND CONTINGENCIES
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
Sponsor
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price								$ 25,000		$ 25,000
Number of shares agreed to forfeit by sponsor to be effective immediately prior to business combination \| shares	2,000,000
Sponsor \| Subsequent Event
COMMITMENTS AND CONTINGENCIES
Number of shares agreed to forfeit by sponsor to be effective immediately prior to business combination \| shares	2,000,000
Lock up Agreement \| Merger Agreement
COMMITMENTS AND CONTINGENCIES
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination								150 days		150 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination								30 days		30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences								20 years		20 years
Lock up Agreement \| Merger Agreement \| Class A common stock subject to possible redemption
COMMITMENTS AND CONTINGENCIES
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares								$ 12.00		$ 12.00
Backstop Subscription Agreement
COMMITMENTS AND CONTINGENCIES
Backstop Amount	$ 30,000,000
Backstop Subscription Agreement \| Sponsor
COMMITMENTS AND CONTINGENCIES
Backstop Amount	$ 30,000,000
Share Price \| $ / shares	$ 10.00
Non-Redemption Agreements \| Founder Shares
COMMITMENTS AND CONTINGENCIES
Maximum number of shares transferred in exchange for non-redeemed shares \| shares					1,149,412
Aggregate fair value					$ 8,758,683
Fair value per share \| $ / shares					$ 7.62
Non-Redemption Agreements \| Founder Shares \| Probability of a successful business combination
COMMITMENTS AND CONTINGENCIES
Measurement input					75
Non-Redemption Agreements \| Founder Shares \| Implied volatility
COMMITMENTS AND CONTINGENCIES
Measurement input					4.16
Non-Redemption Agreements \| Founder Shares \| Value per shares as of the valuation date
COMMITMENTS AND CONTINGENCIES
Measurement input \| $ / shares					10.24

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Principles of Consolidation

Basis of Presentation

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature 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 December 31, 2023 and 2022, 4,345,663 and 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

Offering Costs associated with the Initial Public Offering

Income Taxes

realized. As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Income Taxes

Net Income or Loss Per Common Stock

below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income or loss per share for each class of common stock:


	For the Three Months Ended						For the Three Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(172,023)	$	(428,190)	$	—	$	37,537	$	7,526	$	53,709

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		6,630,703		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.01	$	0.01	$	0.01


	For the Six Months Ended						For the Six Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(175,070)	$	(435,776)	$	—	$	1,227,883	$	54,778	$	390,902

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		29,801,668		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.04	$	0.04	$	0.04

Net Income Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:



	For the Year Ended						For the Year Ended
	December 31, 2023						December 31, 2022
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	660,301	$	112,586	$	566,255	$	1,216,069	$	56,235	$	401,303

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,578,271		1,803,670		9,071,610		28,750,000		1,329,500		9,487,500
Basic and diluted net income per share	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

●

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Derivative Liabilities – Backstop Subscription Agreement

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 balance sheet, primarily due to its short-term nature.

●

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net (loss) income		$ (610,846)	$ 1,673,563	$ 1,339,142	$ 1,673,607
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and investments held in Trust Account	$ (625,916)	(1,253,990)	(3,899,411)	(5,751,596)	(3,989,294)
Change in fair value of derivative liability - Backstop Subscription Agreement	356,847	356,847
Changes in current assets and liabilities:
Other Assets		(45,500)	56,245	186,532	201,664
Accrued expenses			401,831	1,618,895	(232,122)
Franchise tax payable		100,000	100,000	35,800	188,914
Income tax payable		(373,431)	773,583	235,886	791,758
Due to related party					(7,097)
Net cash used in operating activities		(1,826,920)	(894,189)	(2,335,341)	(1,372,570)
Cash Flows from Investing Activities:
Investments held in Trust				(130,370)
Cash withdrawn from Trust Account to pay franchise and income taxes		43,564	2,039,910	1,314,246
Principal deposits into Trust Account for Extension		(782,219)
Restricted Cash				843,313
Due from Sponsor				318,888
Cash withdrawn from Trust Account in connection with redemptions		24,539,002	227,776,035	227,776,035
Net cash provided by investing activities		23,800,347	229,815,945	230,122,112
Cash flows from financing activities:
Proceeds from Advances from sponsor		1,059,551
Proceeds from convertible promissory note - related party		689,655	99,975	810,345
Payment of note payable-related party					(144,746)
Redemption of Common Stock		(24,539,002)	(227,776,035)	(227,776,035)
Net cash used in financing activities		(22,789,796)	(227,676,060)	(226,965,690)	(144,746)
Net change in cash and restricted cash		(816,369)	1,245,696	821,081	(1,517,316)
Cash and restricted cash, beginning of the period		843,313	22,232	22,232	1,539,548
Cash and restricted cash, end of the period	$ 26,944	26,944	1,267,928	843,313	22,232
Supplemental disclosure of cash flow information:
Cash Paid for Income Taxes		1,027,644		791,758
Supplemental disclosure of non-cash investing and financing activities:
Excise tax liability arising from redemption of Class A shares			2,277,760	2,523,150
Accretion of Class A common stock subject to possible redemption		$ 1,646,112	$ 2,881,556	$ 4,510,051	$ 2,984,418

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Summary of Significant Accounting Policies

Note 2-Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Common Stock Subject to Possible Redemption

Offering Costs associated with the Initial Public Offering

Income Taxes

realized. As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Net Income or Loss Per Common Stock

below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income or loss per share for each class of common stock:


	For the Three Months Ended						For the Three Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(172,023)	$	(428,190)	$	—	$	37,537	$	7,526	$	53,709

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		6,630,703		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.01	$	0.01	$	0.01


	For the Six Months Ended						For the Six Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(175,070)	$	(435,776)	$	—	$	1,227,883	$	54,778	$	390,902

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		29,801,668		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.04	$	0.04	$	0.04

Concentration of Credit Risk

Fair Value of Financial Instruments

●

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Derivative Liabilities – Backstop Subscription Agreement

Warrant Classification

Recent Accounting Standards

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature 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 December 31, 2023 and 2022, 4,345,663 and 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

Offering Costs associated with the Initial Public Offering

Income Taxes

Net Income Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:



	For the Year Ended						For the Year Ended
	December 31, 2023						December 31, 2022
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	660,301	$	112,586	$	566,255	$	1,216,069	$	56,235	$	401,303

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,578,271		1,803,670		9,071,610		28,750,000		1,329,500		9,487,500
Basic and diluted net income per share	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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 balance sheet, primarily due to its short-term nature.

●

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements.

FAIR VALUE MEASUREMENTS

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	June 30, 2024		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	48,885,820	$	48,885,820	$	—	$	—
Liabilities:
Derivative Liability - Backstop Subscription Agreement	$	356,847	$	—	$	—	$	356,847


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—
	$	71,432,177	$	71,432,177	$	—	$	—

The key inputs of the models used to value the Company’s Backstop Subscription Agreement were as follows:


	Initial Measurement date of
Inputs	April 22, 2024			June 30, 2024
Stock Price	$	11.05		$	11.12
Risk-Free Rate		5.39	%		5.42	%
Weighted Terms		0.48			0.36
Market Implied Likelihood of Initial Business Combination		10.35	%		10.18	%


	Subscription Purchase
	Agreement
Fair Value as of January 1, 2024	$	—
Initial Measurement on April 22, 2024		361,124
Change in Fair Value		(4,277)
Fair Value as of June 30, 2024	$	356,847

NOTE 9. FAIR VALUE MEASUREMENTS


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—
	$	71,432,177	$	71,432,177	$	—	$	—


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	295,802,694	$	295,802,694	$	—	$	—
	$	295,802,694	$	295,802,694	$	—	$	—

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)					6 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Dec. 11, 2023 shares	Mar. 10, 2023 $ / shares shares	Dec. 15, 2021 shares	Sep. 24, 2021 shares	Jun. 30, 2024 Vote $ / shares shares	Dec. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
STOCKHOLDERS' DEFICIT
Stock issued (in shares)			431,250
Ratio to be applied to the stock in the conversion					24.81	24.81
Class A common stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)					280,000,000	280,000,000	280,000,000
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote					1	1
Conversion of Class B to Class A Shares (in shares)	9,487,495
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Number of shares redeemed	2,285,040	22,119,297
Redemption price (per share) \| $ / shares		$ 10.30			$ 11.19	$ 10.81	$ 10.25
Number of shares outstanding		6,630,703			4,345,663	4,345,663	28,750,000
Class A common stock not subject to possible redemption
STOCKHOLDERS' DEFICIT
Common shares, shares issued (in shares)					10,817,000	10,817,000	1,329,500
Common shares, shares outstanding (in shares)					10,817,000	10,817,000	1,329,500
Number of shares outstanding					2,285,040	2,285,040
Class B Common Stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)					20,000,000	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote					1	1
Conversion of Class B to Class A Shares (in shares)	9,487,495
Common shares, shares issued (in shares)					0	0	9,487,500
Common shares, shares outstanding (in shares)					0	0	9,487,500
Stock issued (in shares)				862,500
Stock split				1.1

STOCKHOLDERS' DEFICIT

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock — 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.

Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On December 11, 2023, the Company issued an aggregate of 9,487,495 Class A Shares to the holders of the Company’s shares of Class B Shares upon the exchange of an equal number of Class B Shares (“the Exchange”). On June 30, 2024 and December 31, 2023, there were 10,817,000 shares issued and outstanding (excluding 2,285,040 shares to be redeemed as of June 30, 2024 and December 31, 2023 and excluding 4,345,663 shares subject to possible redemption) as of June 30, 2024 and December 31, 2023.

The 9,487,495 Class A Shares issued in connection with the Exchange are subject to the same restrictions as applied to the Class B Shares before the Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares at approximately $10.30 per share.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split. Due to the Exchange, on December 11, 2023, the Company converted 9,487,495 Class B Shares to Class A Shares. As of June 30, 2024 and December 31, 2023, there were no shares of Class B common stock issued and outstanding.

The number of founder shares outstanding was determined so that the founder shares, will represent, on an as-converted basis, 24.81% of the outstanding shares after the IPO (excluding the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering).

the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, based on the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the shares of Class A common stock to be issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

Warrants

Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination or 12 months after the closing of the IPO.

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

The Company has agreed that as soon as practicable after the closing of the initial Business Combination to use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder;

●

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders; and

●If and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of Class A common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering, except that they will not be transferable, assignable or saleable until 30 days after the consummation of the initial Business Combination.

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On December 11, 2023, the Company issued an aggregate of 9,487,495 Class A Shares to the holders of the Company’s shares of Class B Shares upon the exchange of an equal number of Class B Shares (“the Exchange”). On December 31, 2023 and 2022, there were 10,817,000 and 1,329,500 shares issued and outstanding (excluding 2,285,040 shares to be redeemed as of December 31, 2023 and excluding 4,345,663 and 28,750,000 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares at approximately $10.30 per share.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split. Due to the Exchange, on December 11, 2023, the Company converted 9,487,495 Class B Shares to Class A Shares. As of December 31, 2023 and 2022, there were 0 and 9,487,500 shares of Class B common stock issued and outstanding, respectively

The shares of Class B common stock will automatically convert into shares of the Class A common stock at the time of the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations etc. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, based on the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the shares of Class A common stock to be issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

Warrants

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder;

●

If and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the ”Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The entire disclosure for equity.

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COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

On December 15, 2021, the Company paid a cash underwriting discount of 1.0% per Unit, or $2,875,000, as part of the underwriting fee.

Representative shares

Right of First Refusal

Non-redemption Agreements

Inflation Reduction Act of 2022 (the “IR Act”)

Merger Agreement

Company Support Agreement

Sponsor Support Agreement

Registration Rights Agreement

Lock-up Agreement

Stockholders’ Agreement

Amendment to the Merger Agreement

On April 22,2024, the Company entered into an amendment of its Merger Agreement which modified certain terms and conditions as follows:

●

The Merger Agreement Amendment also revised the aggregate reserve size under the Equity Incentive Plan and ESPP to 20% and the evergreen percentage for the Equity Incentive Plan to 7%.

●

The Company, the Merger Sub, Blaize and Burkhan amended the Agreement and Plan of Merger, amending the original Merger Agreement to make the following adjustments:

●

Increasing the Base Purchase Price from $700 million to $767 million.

●

Acknowledged that the Blaize Note Financing and the Blaize Warrant Financing constitute a Company Financing for all purposes of the Merger Agreement.

●

Amendment to Underwriting Agreement

Backstop Subscription Agreement

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

On December 15, 2021, the Company paid a cash underwriting discount of 1.0% per Unit, or $2,875,000, as part of the underwriting fee.

Representative shares

Right of First Refusal

Non-redemption Agreements

Inflation Reduction Act of 2022 (the “IR Act”)

Merger Agreement

Company Support Agreement

Sponsor Support Agreement

Registration Rights Agreement

Lock-up Agreement

Stockholders’ Agreement

Amendment to the Merger Agreement

On April 22,2024, the Company entered into an amendment of its Merger Agreement which modified certain terms and conditions as follows:

●

The Merger Agreement Amendment also revised the aggregate reserve size under the Equity Incentive Plan and ESPP to 20% and the evergreen percentage for the Equity Incentive Plan to 7%.

●

The Company, the Merger Sub, Blaize and Burkhan amended the Agreement and Plan of Merger, amending the original Merger Agreement to make the following adjustments:

●

Increasing the Base Purchase Price from $700 million to $767 million.

●

Acknowledged that the Blaize Note Financing and the Blaize Warrant Financing constitute a Company Financing for all purposes of the Merger Agreement.

●

Amendment to Underwriting Agreement

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Summary of Significant Accounting Policies

Note 2-Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Common Stock Subject to Possible Redemption

Offering Costs associated with the Initial Public Offering

Income Taxes

realized. As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Net Income or Loss Per Common Stock

below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income or loss per share for each class of common stock:


	For the Three Months Ended						For the Three Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(172,023)	$	(428,190)	$	—	$	37,537	$	7,526	$	53,709

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		6,630,703		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.01	$	0.01	$	0.01


	For the Six Months Ended						For the Six Months Ended
	June 30, 2024						June 30, 2023
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(175,070)	$	(435,776)	$	—	$	1,227,883	$	54,778	$	390,902

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663		10,817,000		—		29,801,668		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.04)	$	(0.04)	$	—	$	0.04	$	0.04	$	0.04

Concentration of Credit Risk

Fair Value of Financial Instruments

●

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Derivative Liabilities – Backstop Subscription Agreement

Warrant Classification

Recent Accounting Standards

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature 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 December 31, 2023 and 2022, 4,345,663 and 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

Offering Costs associated with the Initial Public Offering

Income Taxes

Net Income Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:



	For the Year Ended						For the Year Ended
	December 31, 2023						December 31, 2022
	Class A				Class B		Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable		Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock		Common stock		common stock		common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	660,301	$	112,586	$	566,255	$	1,216,069	$	56,235	$	401,303

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,578,271		1,803,670		9,071,610		28,750,000		1,329,500		9,487,500
Basic and diluted net income per share	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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 balance sheet, primarily due to its short-term nature.

●

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements.

STOCKHOLDERS' DEFICIT

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares at approximately $10.30 per share.

Warrants

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder;

●

●If and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

NOTE 7. STOCKHOLDERS’ DEFICIT

Class A Common Stock — The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On December 11, 2023, the Company issued an aggregate of 9,487,495 Class A Shares to the holders of the Company’s shares of Class B Shares upon the exchange of an equal number of Class B Shares (“the Exchange”). On December 31, 2023 and 2022, there were 10,817,000 and 1,329,500 shares issued and outstanding (excluding 2,285,040 shares to be redeemed as of December 31, 2023 and excluding 4,345,663 and 28,750,000 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares at approximately $10.30 per share.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split. Due to the Exchange, on December 11, 2023, the Company converted 9,487,495 Class B Shares to Class A Shares. As of December 31, 2023 and 2022, there were 0 and 9,487,500 shares of Class B common stock issued and outstanding, respectively

Warrants

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder;

●

If and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the ”Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The entire disclosure for equity.

Organization, Business Operation, Liquidity and Capital Resources

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 10, 2023	Dec. 15, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash	$ 0		$ 0		$ 0	$ 22,232
Cash equivalents	0		0		0	0
Restricted Cash	26,944		26,944		843,313	0
Cash held outside of Trust Account	48,885,820		48,885,820		71,432,177	295,802,694		$ 1,539,541
Trust Account - Restricted for Redeeming Shareholders					24,539,002
Transaction costs								16,919,619
Underwriting fees								2,875,000
Deferred underwriting fee payable	10,062,500		10,062,500		10,062,500	10,062,500		10,062,500
Fair value of class A shares issued to underwriters								3,456,652
Other offering costs								525,467
Unrecognized tax benefits	0		0		0	0
Unrecognized tax benefits accrued for interest and penalties	41,498		41,498
Unrecognized tax benefits accrued for interest and penalties included in income taxes payable	$ 41,498		$ 41,498
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued					$ 0	$ 0
Anti-dilutive securities attributable to warrants (in shares)	29,648,250	29,648,250	29,648,250	29,648,250	29,648,250	29,648,250
Effective income tax rate (in percent)	(25.23%)	63.04%	(86.80%)	31.61%	43.40%	32.10%
Statutory federal income tax rate (in percent)			21.00%		21.00%	21.00%
Initial Public Offering
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs								16,919,619
Underwriting fees								2,875,000
Deferred underwriting fee payable								10,062,500
Fair value of class A shares issued to underwriters								3,456,652
Other offering costs								$ 525,467
Class A common stock subject to possible redemption
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A common stock subject to possible redemption, outstanding (in shares)	4,345,663		4,345,663		4,345,663	28,750,000	6,630,703

Organization, Business Operation, Liquidity and Capital Resources

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Organization, Business Operation, Liquidity and Capital Resources

Note 1-Organization, Business Operation, Liquidity and Capital Resources

The Company has one wholly owned inactive subsidiary, Burtech Merger Sub Inc. (the “Merger Sub”), a Delaware corporation, formed on December 6, 2023.

The Company’s sponsor is BurTech LP LLC, (the “Sponsor”).

Liquidity and Going Concern

Risks and Uncertainties

Restricted cash, due from sponsor and trust payable

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

BurTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 2, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company has one wholly owned inactive subsidiary, Burtech Merger Sub Inc. (the “Merger Sub”), a Delaware corporation, formed on December 6, 2023.

The Company’s sponsor is BurTech LP LLC, (the “Sponsor”).

On December 11, 2023 (the “Second Special Meeting”), the Company entered into an amendment to the investment management trust agreement dated as of December 10, 2021, with Continental Stock Transfer & Trust Company (the “Second Trust Amendment”). Pursuant to the Second Trust Amendment, the Company has the right to extend the time to complete a business combination twelve (12) times, each such extension for an additional one (1) month period (each an “Extension”), until December 15, 2024, by depositing into the Trust Account the lesser of $0.03 per unredeemed share of Class A common stock or $150,000 (the “Extension Payment”) for each one-month Extension. The Company’s stockholders redeemed 2,285,040 shares during the Second Special Meeting. As a result, approximately $24.5 million (approximately $10.74 per share) was removed from the Company’s trust account to pay such shareholders. This amount was removed from the Trust Account on January 5, 2024 to pay such shareholders. On January 16, 2024, February 9, 2024, March 12, 2024 and April 10, 2024, the Sponsor deposited $130,370 on each date into the Trust account to extend the life of the Company from January 15, 2024 to May 15, 2024.

Liquidity and Going Concern

Risks and Uncertainties

Restricted cash, due from sponsor and trust payable

Summary of Significant Accounting Policies - Reconciliation of Net Income per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Class A common stock subject to redemption
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss), common stock subject to redemption	$ (172,023)	$ 37,537	$ (175,070)	$ 1,227,883	$ 660,301	$ 1,216,069
Weighted average shares outstanding, basic (in shares)	4,345,663	6,630,703	4,345,663	29,801,668	10,578,271	28,750,000
Weighted average shares outstanding, diluted (in shares)	4,345,663	6,630,703	4,345,663	29,801,668	10,578,271	28,750,000
Basic net income (loss) per share (in dollars per share)	$ (0.04)	$ 0.01	$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Diluted net income (loss) per share (in dollars per share)	$ (0.04)	$ 0.01	$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Non-redeemable Class A common stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss)	$ (428,190)	$ 7,526	$ (435,776)	$ 54,778	$ 112,586	$ 56,235
Weighted average shares outstanding, basic (in shares)	10,817,000	1,329,500	10,817,000	1,329,500	1,803,670	1,329,500
Weighted average shares outstanding, diluted (in shares)	10,817,000	1,329,500	10,817,000	1,329,500	1,803,670	1,329,500
Basic net income (loss) per share (in dollars per share)	$ (0.04)	$ 0.01	$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Diluted net income (loss) per share (in dollars per share)	$ (0.04)	$ 0.01	$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Non-redeemable Class B common stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss)		$ 53,709		$ 390,902	$ 566,255	$ 401,303
Weighted average shares outstanding, basic (in shares)		9,487,500		9,487,500	9,071,610	9,487,500
Weighted average shares outstanding, diluted (in shares)		9,487,500		9,487,500	9,071,610	9,487,500
Basic net income (loss) per share (in dollars per share)		$ 0.01		$ 0.04	$ 0.06	$ 0.04
Diluted net income (loss) per share (in dollars per share)		$ 0.01		$ 0.04	$ 0.06	$ 0.04

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating costs	$ 698,339		$ 506,455		$ 1,117,892	$ 1,207,994	$ 3,040,539	$ 1,320,997
Franchise Tax Expense	50,000		50,000		106,259	244,271	344,271	202,932
Loss from operations	(748,339)		(556,455)		(1,224,151)	(1,452,265)	(3,384,810)	(1,523,929)
Other income:
Interest income earned on Trust	625,916		823,682		1,253,990	3,899,411	5,751,596	3,989,294
Change in fair value of derivative liability - Backstop Subscription Agreement	(356,847)				(356,847)
Total other income, net	269,069		823,682		897,143	3,899,411	5,751,596	3,989,294
(Loss) income before provision for income taxes	(479,270)		267,227		(327,008)	2,447,146	2,366,786	2,465,365
Provision for income taxes	(120,943)		(168,455)		(283,838)	(773,583)	(1,027,644)	(791,758)
Net (loss) income	$ (600,213)	$ (10,633)	$ 98,772	$ 1,574,791	$ (610,846)	$ 1,673,563	$ 1,339,142	$ 1,673,607
Class A common stock subject to redemption
Other income:
Weighted average shares outstanding, basic (in shares)	4,345,663		6,630,703		4,345,663	29,801,668	10,578,271	28,750,000
Weighted average shares outstanding, diluted (in shares)	4,345,663		6,630,703		4,345,663	29,801,668	10,578,271	28,750,000
Basic net (loss) income per common stock (in dollars per share)	$ (0.04)		$ 0.01		$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Diluted net (loss) income per common stock (in dollars per share)	$ (0.04)		$ 0.01		$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Non-redeemable Class A common stock
Other income:
Weighted average shares outstanding, basic (in shares)	10,817,000		1,329,500		10,817,000	1,329,500	1,803,670	1,329,500
Weighted average shares outstanding, diluted (in shares)	10,817,000		1,329,500		10,817,000	1,329,500	1,803,670	1,329,500
Basic net (loss) income per common stock (in dollars per share)	$ (0.04)		$ 0.01		$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Diluted net (loss) income per common stock (in dollars per share)	$ (0.04)		$ 0.01		$ (0.04)	$ 0.04	$ 0.06	$ 0.04
Class B Common Stock
Other income:
Weighted average shares outstanding, basic (in shares)			9,487,500			9,487,500	9,071,610	9,487,500
Weighted average shares outstanding, diluted (in shares)			9,487,500			9,487,500	9,071,610	9,487,500
Basic net (loss) income per common stock (in dollars per share)			$ 0.01			$ 0.04	$ 0.06	$ 0.04
Diluted net (loss) income per common stock (in dollars per share)			$ 0.01			$ 0.04	$ 0.06	$ 0.04

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net (loss) income		$ (610,846)	$ 1,673,563	$ 1,339,142	$ 1,673,607
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and investments held in Trust Account	$ (625,916)	(1,253,990)	(3,899,411)	(5,751,596)	(3,989,294)
Change in fair value of derivative liability - Backstop Subscription Agreement	356,847	356,847
Changes in current assets and liabilities:
Other Assets		(45,500)	56,245	186,532	201,664
Accrued expenses			401,831	1,618,895	(232,122)
Franchise tax payable		100,000	100,000	35,800	188,914
Income tax payable		(373,431)	773,583	235,886	791,758
Due to related party					(7,097)
Net cash used in operating activities		(1,826,920)	(894,189)	(2,335,341)	(1,372,570)
Cash Flows from Investing Activities:
Investments held in Trust				(130,370)
Cash withdrawn from Trust Account to pay franchise and income taxes		43,564	2,039,910	1,314,246
Principal deposits into Trust Account for Extension		(782,219)
Restricted Cash				843,313
Due from Sponsor				318,888
Cash withdrawn from Trust Account in connection with redemptions		24,539,002	227,776,035	227,776,035
Net cash provided by investing activities		23,800,347	229,815,945	230,122,112
Cash flows from financing activities:
Proceeds from Advances from sponsor		1,059,551
Proceeds from convertible promissory note - related party		689,655	99,975	810,345
Payment of note payable-related party					(144,746)
Redemption of Common Stock		(24,539,002)	(227,776,035)	(227,776,035)
Net cash used in financing activities		(22,789,796)	(227,676,060)	(226,965,690)	(144,746)
Net change in cash and restricted cash		(816,369)	1,245,696	821,081	(1,517,316)
Cash and restricted cash, beginning of the period		843,313	22,232	22,232	1,539,548
Cash and restricted cash, end of the period	$ 26,944	26,944	1,267,928	843,313	22,232
Supplemental disclosure of cash flow information:
Cash Paid for Income Taxes		1,027,644		791,758
Supplemental disclosure of non-cash investing and financing activities:
Excise tax liability arising from redemption of Class A shares			2,277,760	2,523,150
Accretion of Class A common stock subject to possible redemption		$ 1,646,112	$ 2,881,556	$ 4,510,051	$ 2,984,418

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common Stock	Class B Common Stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021	$ 133	$ 949	$ 0	$ (8,834,941)	$ (8,833,859)
Balance at the beginning (in shares) at Dec. 31, 2021	1,329,500	9,487,500
Increase (decrease) in Stockholders' deficit
Accretion for common stock subject to redemption amount				(2,984,418)	(2,984,418)
Net income (loss)				1,673,607	1,673,607
Balance at the end at Dec. 31, 2022	$ 133	$ 949		(10,145,752)	(10,144,670)
Balance at the end (in shares) at Dec. 31, 2022	1,329,500	9,487,500
Increase (decrease) in Stockholders' deficit
Stockholder Non-Redemption Agreement				8,758,683	8,758,683
Stockholder Non-Redemption Agreement				(8,758,683)	(8,758,683)
Excise tax liability arising from redemption of Class A shares				(2,277,760)	(2,277,760)
Accretion for common stock subject to redemption amount				(2,276,329)	(2,276,329)
Net income (loss)				1,574,791	1,574,791
Balance at the end at Mar. 31, 2023	$ 133	$ 949		(13,125,050)	(13,123,968)
Balance at the end (in shares) at Mar. 31, 2023	1,329,500	9,487,500
Balance at the beginning at Dec. 31, 2022	$ 133	$ 949		(10,145,752)	(10,144,670)
Balance at the beginning (in shares) at Dec. 31, 2022	1,329,500	9,487,500
Increase (decrease) in Stockholders' deficit
Net income (loss)					1,673,563
Balance at the end at Jun. 30, 2023	$ 133	$ 949		(13,631,505)	(13,630,423)
Balance at the end (in shares) at Jun. 30, 2023	1,329,500	9,487,500
Balance at the beginning at Dec. 31, 2022	$ 133	$ 949		(10,145,752)	(10,144,670)
Balance at the beginning (in shares) at Dec. 31, 2022	1,329,500	9,487,500
Increase (decrease) in Stockholders' deficit
Conversion of Class B to Class A Shares	$ 949	$ (949)
Conversion of Class B to Class A Shares (in shares)	9,487,500	(9,487,500)
Stockholder Non-Redemption Agreement				8,758,683	8,758,683
Stockholder Non-Redemption Agreement				(8,758,683)	(8,758,683)
Excise tax liability arising from redemption of Class A shares				(2,523,150)	(2,523,150)
Accretion for common stock subject to redemption amount				(4,510,051)	(4,510,051)
Net income (loss)				1,339,142	1,339,142
Balance at the end at Dec. 31, 2023	$ 1,082			(15,839,811)	(15,838,729)
Balance at the end (in shares) at Dec. 31, 2023	10,817,000
Balance at the beginning at Mar. 31, 2023	$ 133	$ 949		(13,125,050)	(13,123,968)
Balance at the beginning (in shares) at Mar. 31, 2023	1,329,500	9,487,500
Increase (decrease) in Stockholders' deficit
Accretion for common stock subject to redemption amount				(605,227)	(605,227)
Net income (loss)				98,772	98,772
Balance at the end at Jun. 30, 2023	$ 133	$ 949		(13,631,505)	(13,630,423)
Balance at the end (in shares) at Jun. 30, 2023	1,329,500	9,487,500
Balance at the beginning at Dec. 31, 2023	$ 1,082			(15,839,811)	(15,838,729)
Balance at the beginning (in shares) at Dec. 31, 2023	10,817,000
Increase (decrease) in Stockholders' deficit
Accretion for common stock subject to redemption amount				(800,030)	(800,030)
Net income (loss)				(10,633)	(10,633)
Balance at the end at Mar. 31, 2024	$ 1,082			(16,650,474)	(16,649,392)
Balance at the end (in shares) at Mar. 31, 2024	10,817,000
Balance at the beginning at Dec. 31, 2023	$ 1,082			(15,839,811)	(15,838,729)
Balance at the beginning (in shares) at Dec. 31, 2023	10,817,000
Increase (decrease) in Stockholders' deficit
Net income (loss)					(610,846)
Balance at the end at Jun. 30, 2024	$ 1,082			(18,096,769)	(18,095,687)
Balance at the end (in shares) at Jun. 30, 2024	10,817,000
Balance at the beginning at Mar. 31, 2024	$ 1,082			(16,650,474)	(16,649,392)
Balance at the beginning (in shares) at Mar. 31, 2024	10,817,000
Increase (decrease) in Stockholders' deficit
Accretion for common stock subject to redemption amount				(846,082)	(846,082)
Net income (loss)				(600,213)	(600,213)
Balance at the end at Jun. 30, 2024	$ 1,082			$ (18,096,769)	$ (18,095,687)
Balance at the end (in shares) at Jun. 30, 2024	10,817,000

Organization, Business Operation, Liquidity and Capital Resources (Details)						6 Months Ended	12 Months Ended
	Jan. 05, 2024 USD ($) $ / shares	Dec. 11, 2023 USD ($) shares	Mar. 10, 2023 USD ($) $ / shares shares	Dec. 15, 2021 USD ($) $ / shares shares	Dec. 10, 2021 USD ($) item $ / shares shares	Jun. 30, 2024 USD ($) item $ / shares shares	Dec. 31, 2023 USD ($) item $ / shares shares	Jul. 12, 2024 USD ($)	Jun. 12, 2024 USD ($)	May 10, 2024 USD ($)	Apr. 26, 2024 USD ($)	Apr. 10, 2024 USD ($)	Mar. 12, 2024 USD ($)	Feb. 09, 2024 USD ($)	Jan. 16, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item						1	1
Wholly owned subsidiary \| item						1	1
Representative shares per share \| $ / shares				$ 8.02
Consummation of business combination						$ 5,000,001	$ 5,000,001
Number of shares issuable per warrant \| shares						1	1
Transaction costs				$ 16,919,619
Underwriting commissions				2,875,000
Deferred underwriting commissions				10,062,500		$ 10,062,500	$ 10,062,500										$ 10,062,500
Fair value of class A shares issued to underwriters				3,456,652
Other offering costs				525,467
Cash held outside of Trust Account				1,539,541		$ 48,885,820	$ 71,432,177										295,802,694
Condition for future business combination use of proceeds percentage						80	80
Maximum allowed dissolution expenses						$ 100,000	$ 100,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)						100.00%	100.00%
Investments held in Trust Account						$ 48,885,820	$ 46,893,175										295,802,694
Restricted Cash						26,944	843,313										0
Due from sponsor						109,118	318,888										0
Deposit in trust account						3,995,122
Amount in operating bank accounts						26,944	843,313									$ 1,267,928	$ 22,232	$ 1,539,548
Redeemed stock payable to public stockholders							24,539,002
Aggregate purchase price				$ 3,456,652
Notes Payable, Current						1,500,000	$ 810,345
Notes Payable, Current, Related Party [Extensible Enumeration]							Related party
Advances owed to the Sponsor						$ 1,059,551	$ 0
Other Liability, Current, Related Party [Extensible Enumeration]						Related party	Related party
Withdrawn from the interest earned in the Trust Account						$ 43,564	$ 1,162,201
Cash withdrawn from trust account							318,888
Due to Trust Account						$ 109,118	$ 318,888
EF Hutton
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued \| shares				898,250
Price of warrant \| $ / shares				$ 10.00
Proceeds allocated to public warrants				$ 8,982,500
Second Trust Amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of times the entity has right to extend business combination for additional month \| item					12
Additional term to complete business combination					1 month
Amount per unredeemed share deposited into trust account \| $ / shares					$ 0.03
Deposit to Trust Account, extension payment per month					$ 150,000
Deposit in trust account												$ 130,370	$ 130,370	$ 130,370	$ 130,370
Class A common stock subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares		2,285,040	22,119,297
Value of shares redeemed		$ 24,539,002	$ 227,776,035
Redemption price (per share) \| $ / shares			$ 10.30			$ 11.19	$ 10.81										$ 10.25
Number of shares outstanding \| shares			6,630,703			4,345,663	4,345,663										28,750,000
Investments held in Trust Account			$ 68,000,000.0
Class A common stock subject to possible redemption \| Second Trust Amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares					2,285,040
Value of shares redeemed	$ 24,500,000
Redemption price (per share) \| $ / shares	$ 10.74
Class A common stock not subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares outstanding \| shares						2,285,040	2,285,040
Class A common stock not subject to possible redemption \| Non-Redemption Agreements
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Non-Redeemed shares \| shares			4,597,648
Class B Common Stock \| Non-Redemption Agreements
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum number of shares transferred in exchange for non-redeemed shares \| shares			1,274,412
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares				28,750,000
Representative shares per share \| $ / shares				$ 10.15		$ 10.15	$ 10.15
Number of shares in a unit \| shares				1
Number of shares issuable per warrant \| shares				1
Exercise price of warrants \| $ / shares				$ 11.50
Transaction costs				$ 16,919,619
Underwriting commissions				2,875,000
Deferred underwriting commissions				10,062,500
Fair value of class A shares issued to underwriters				3,456,652
Other offering costs				525,467
Cash deposited into trust account				$ 291,812,500
Investments, maximum maturity term				185 days
Maximum allowed dissolution expenses				$ 100,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100.00%
Months to complete acquisition \| item						15	15
Initial Public Offering \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit \| shares				1
Number of shares issuable per warrant \| shares				1
Exercise price of warrants \| $ / shares				$ 11.50
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares				3,750,000
Representative shares per share \| $ / shares				$ 10.00
Over-allotment option \| Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued \| shares				93,750
Related Party Loans
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding balance							$ 0
Subsequent Event \| EF Hutton
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
Subsequent Event \| Second Trust Amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account								$ 130,370
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account									$ 130,370	$ 130,370		130,370
Aggregate purchase price						$ 25,000	25,000
Sponsor \| Promissory Note with Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Notes Payable, Current						$ 1,500,000	$ 810,345
Sponsor \| Subsequent Event
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account								$ 130,370				$ 130,370	$ 130,370	$ 130,370	$ 130,370

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023