Quarterly report pursuant to Section 13 or 15(d)

Restatement of Previously Issued Financial Statements

v3.24.3
Restatement of Previously Issued Financial Statements
 6 Months Ended
Jun. 30, 2024
Restatement of Previously Issued Financial Statements [Abstract]  
Restatement of Previously Issued Financial Statements

Note 2 - Restatement of Previously Issued Financial Statements

 

We determined that, in preparing our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which we filed with the SEC on August 28, 2024 (the “Original Filing”), we have incorrectly calculated the amount of the non-redemption agreements derivative liability taking into account that we used an incorrect amount of the sponsor shares to be issued in connection with non-redemption agreements entered into by the Company on May 17, 2024.

 

In accordance with SEC Staff Accounting Bulletin Nos. 99, Materiality, and 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the error and determined that its impact was material to our previously presented financial statements, as incorporated in the Original Filing. Accordingly, we concluded, in consultation with the Audit Committee of our Board of Directors, that our previously issued and impacted financial statements, as incorporated in the Original Filing, should be restated to appropriately adjust the fair value of non-redemption agreements derivative liability at issuance on May 17, 2024 charged directly to accumulated deficit in the statement of changes in stockholders’ deficit by reducing it by $ 2,672,003 and reducing the amount of the change in the non-redemption agreements derivative liability for the three and six months ended June 30, 2024 by $48,000.  

 

The impact   of the restatement adjustments for our Statement of Operations, Balance Sheet, Statement of Changes in Stockholders’ Deficit and Statement of Cash Flows for the periods ended and at June 30, 2024 is as follows:

 

Statement of Operation For the Three Months Ended June 30, 2024

 

    As
Previously		           As  
    Reported     Adjustments     Restated  
Other income (expense):                  
Change in fair value of derivative liability     (72,000 )     48,000       (24,000 )
Total other income, net     157,988       48,000       205,988  
Net (loss) income before income taxes     (174,200 )     48,000       (126,200 )
Net (loss) income   $ (222,793 )   $ 48,000     $ (174,793 )
Basic and diluted net (loss) income per share, redeemable Class A common stock   $ (0.02 )   $ 0.01     $ (0.01 )
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock   $ (0.02 )   $ 0.01     $ (0.01 )

 

Statement of Operation For the Six Months Ended June 30, 2024

 

    As
Previously		           As  
    Reported     Adjustments     Restated  
Other income (expense):                  
Change in fair value of derivative liability     (319,680 )     48,000       (271,680 )
Total other income, net     172,455       48,000       220,455  
Net (loss) income before income taxes     (570,202 )     48,000       (522,202 )
Net (loss) income   $ (662,778 )   $ 48,000     $ (614,778 )
Basic and diluted net (loss) income per share, redeemable Class A common stock   $ (0.05 )   $ 0.00     $ (0.05 )
Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock   $ (0.05 )   $ 0.00     $ (0.05 )

 

Balance Sheet at June 30, 2024

 

    As
Previously		           As  
    Reported     Adjustments     Restated  
Non-redemption agreements derivative liability     10,901,760       (2,672,003 )     8,229,757  
Total liabilities   $ 26,969,809     $ (2,672,003 )   $ 24,297,806  
                         
Accumulated deficit     (26,008,636 )     2,672,003       (23,336,633 )
Total stockholders’ deficit   $ (26,607,456 )   $ 2,672,003     $ (23,935,453 )

 

Statement of Changes in Stockholders’ Deficit For the Three Months Ended June 30, 2024

 

    As
Previously		           As  
    Reported     Adjustments     Restated  
Fair value of non-redemption agreements liability at issuance     (3,936,000 )     2,624,003       (1,311,997 )
Net loss     (222,793 )     48,000       (174,793 )
Total Stockholders’ Deficit    $ (26,607,456 )    $ 2,672,003      $ (23,935,453 )

 

Statements of Cash Flows for the six months ended June 30, 2024

 

    As
Previously		           As  
    Reported     Adjustments     Restated  
Net loss     (662,778 )     48,000       (614,778 )
Change in fair value of derivative liability     319,680       (48,000 )     271,680