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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from    to
 
 
DMY SQUARED TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Massachusetts
  
001-41519
  
88-0748933
(State or other jurisdiction of
incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(702) 781-4313
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Units, each consisting of one share of Class A
common stock and
one-half
of one redeemable warrant
  
DMYY.U
  
NYSE American
Class A common stock, par value $0.0001 per share
  
DMYY
  
NYSE American
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
  
DMYY.WS
  
NYSE American
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (Section 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
(Check one):
 
Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer
   ☒    Smaller reporting company   ☒
     Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the
Exchange Act). Yes ☒ No ☐
As of August 1
4
, 2024, 2,338,586 shares of Class A common stock, par value $0.0001 per share, and 1,579,750 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.
 
 
 

DMY SQUARED TECHNOLOGY GROUP, INC.

TABLE OF CONTENTS

 

     Page No.  

PART I. FINANCIAL INFORMATION

   

Item 1.

   Unaudited Condensed Financial Statements      1  
  Condensed Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023      1  
  Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023      2  
  Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023      3  
  Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023      4  
  Notes to Unaudited Condensed Financial Statements      5  

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      22  

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk      29  

Item 4.

   Disclosure Controls and Procedures      29  

PART II. OTHER INFORMATION

   

Item 1.

   Legal Proceedings      29  

Item 1A.

   Risk Factors      29  

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      29  

Item 3.

   Defaults Upon Senior Securities      30  

Item 4.

   Mine Safety Disclosures      30  

Item 5.

   Other Information      30  

Item 6.

   Exhibits      30  

SIGNATURES

      32  

 

P10Dhttp://fasb.org/us-gaap/2023#FairValueAdjustmentOfWarrantshttp://fasb.org/us-gaap/2023#FairValueAdjustmentOfWarrantshttp://fasb.org/us-gaap/2023#FairValueAdjustmentOfWarrantshttp://fasb.org/us-gaap/2023#FairValueAdjustmentOfWarrantshttp://fasb.org/us-gaap/2023#DerivativeLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#DerivativeLiabilitiesNoncurrent
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Statements
DMY SQUARED TECHNOLOGY GROUP, INC.
CONDENSED BALANCE SHEETS
 
    
June 30, 2024
    
December 31, 2023
  
    
(unaudited)
        
Assets:
     
Current assets:
     
Cash
    $ 405,955     $ 9  
Prepaid expenses
      94,375       155,625  
  
 
 
    
 
 
  
Total current assets
      500,330       155,634  
Investments held in Trust Account
      24,663,767       67,545,266  
  
 
 
    
 
 
  
Total Assets
   
$
25,164,097
 
  
$
67,700,900
 
  
 
 
    
 
 
  
Liabilities and Shareholders’ Deficit:
     
Current liabilities:
     
Accounts payable
    $ 322,136     $ 505,955  
Accrued expenses
      693,285       577,446  
Convertible note—related parties
      341,667       —   
Advances from related parties
      215,566       185,121  
Corporate tax payable
      267,470       374,267  
Income tax payable
      286,840       511,031  
  
 
 
    
 
 
  
Total current liabilities
      2,126,964       2,153,820  
Overfunding loans
      947,850       947,850  
Derivative warrant liabilities
      906,630       906,630  
Deferred underwriting commissions
      2,211,650       2,211,650  
  
 
 
    
 
 
  
Total Liabilities
      6,193,094       6,219,950  
  
 
 
    
 
 
  
Commitments and Contingencies
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; 2,338,586 and 6,319,000 shares subject to possible redemption at approximately $10.27 and $10.53 per share as of June 30, 2024 and December 31, 2023, respectively
      24,009,457       66,559,968  
Shareholders’ Deficit:
     
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2024 and December 31, 2023
      —        —   
Class A common stock, $
0.0001
par value; 35,000,000 shares authorized; no
non-redeemable
shares issued or outstanding as of June 30, 2024 and December 31, 2023
      —        —   
Class B common stock, $0.0001 par value; 5,000,000 shares authorized; 1,579,750 shares issued and outstanding as of June 30, 2024 and December 31, 2023
      158       158  
Additional
paid-in
capital
      —        —   
Accumulated deficit
      (5,038,612 )      (5,079,176 ) 
  
 
 
    
 
 
  
Total shareholders’ deficit
      (5,038,454 )      (5,079,018 ) 
  
 
 
    
 
 
  
Total Liabilities and Shareholders’ Deficit
   
$
25,164,097
 
  
$
67,700,900
 
  
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
1
DMY SQUARED TECHNOLOGY GROUP, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 
    
For the three months ended
June 30,
    
For the six months ended
June 30,
  
    
2024
    
2023
    
2024
    
2023
  
General and administrative expenses
    $ 230,197     $ 211,272     $ 607,780     $ 741,507  
Corporate tax expenses
      182,903       40,537       267,211       120,220  
  
 
 
    
 
 
    
 
 
    
 
 
  
Loss from operations
      (413,100 )      (251,809 )      (874,991 )      (861,727 ) 
  
 
 
    
 
 
    
 
 
    
 
 
  
Other income:
         
Interest income on operating account
      156       8       247       43  
Investment income from investments held in Trust Account
      323,704       668,589       669,921       1,352,799  
Change in fair value of derivative warrant liabilities
      —        906,620       —        1,511,040  
  
 
 
    
 
 
    
 
 
    
 
 
  
Total other income
      323,860       1,575,217       670,168       2,863,882  
  
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss) before provision for income taxes
      (89,240 )      1,323,408       (204,823 )      2,002,155  
Provision for income taxes
      231,821       132,080       284,692       283,835  
  
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss)
   
$
(321,061
) 
  
$
1,191,328
 
  
$
(489,515
) 
  
$
1,718,320
 
  
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average shares outstanding of Class A common stock, basic and diluted
      2,338,586       6,319,000       2,404,197       6,319,000  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net income (loss) per share, Class A common stock
    $ (0.08 )    $ 0.15     $ (0.12 )    $ 0.22  
  
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average shares outstanding of Class B common stock, basic and diluted
      1,579,750       1,579,750       1,579,750       1,579,750  
  
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net income (loss) per share, Class B common stock
    $ (0.08 )    $ 0.15     $ (0.12 )    $ 0.22  
  
 
 
    
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
2
DMY SQUARED TECHNOLOGY GROUP, INC.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
 
    
For the three and six months ended June 30, 2024
  
    
Class B Common Stock
     
Additional Paid-In

Capital
     
Accumulated

Deficit
    
Total
Shareholders’

Deficit
  
    
Shares
     
Amount
  
Balance - December 31, 2023
   
 
1,579,750
 
   
$
158
 
   
$
 — 
 
   
$
(5,079,176
) 
  
$
(5,079,018
) 
Increase in redemption value of Class A common stock subject to redemption due to extension
      —         —         —         (191,667 )      (191,667 ) 
Remeasurement for Class A common stock subject to redemption
      —         —         —         644,499       644,499  
Net loss
      —         —         —         (168,454 )      (168,454 ) 
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance – March 31, 2024 (unaudited)
   
 
1,579,750
 
   
 
158
 
   
 
— 
 
   
 
(4,794,798
) 
  
 
(4,794,640
) 
Increase in redemption value of Class A common stock subject to redemption due to extension
      —         —         —         (150,000 )      (150,000 ) 
Remeasurement for Class A common stock subject to redemption
      —         —         —         227,247       227,247  
Net loss
      —         —         —         (321,061 )      (321,061 ) 
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance - June 30, 2024 (unaudited)
   
 
1,579,750
 
   
$
158
 
   
$
— 
 
   
$
(5,038,612
) 
  
$
(5,038,454
) 
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
 
    
For the three and six months ended June 30, 2023
  
    
Class B Common Stock
     
Additional Paid-In

Capital
     
Accumulated

Deficit
    
Total
Shareholders’

Deficit
  
    
Shares
     
Amount
  
Balance - December 31, 2022
   
 
1,579,750
 
   
$
158
 
   
$
 — 
 
   
$
(5,178,213
) 
  
$
(5,178,055
) 
Remeasurement for Class A common stock subject to redemption
      —         —         —         (452,772 )      (452,772 ) 
Net income
      —         —         —         526,992       526,992  
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance – March 31, 2023 (unaudited)
   
 
1,579,750
 
   
$
158
 
   
$
— 
 
   
$
(5,103,993
) 
  
$
(5,103,835
) 
Accretion for Class A common stock to redemption amount
      —         —         —         (495,973 )      (495,973 ) 
Net income
      —         —         —         1,191,328       1,191,328  
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance - June 30, 2023 (unaudited)
   
 
1,579,750
 
   
$
158
 
   
$
— 
 
   
$
(4,408,638
) 
  
$
(4,408,480
) 
  
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
3
DMY SQUARED TECHNOLOGY GROUP, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 
    
For the six months ended June 30,
  
    
2024
    
2023
  
Cash Flows from Operating Activities:
     
Net income (loss)
    $ (489,515 )    $ 1,718,320  
Adjustments to reconcile net income (loss) to net cash used in operating activities:
     
Investment income from investments held in Trust Account
      (669,921 )      (1,352,799 ) 
Change in fair value of derivative warrant liabilities
      —        (1,511,040 ) 
General and administrative expenses paid by related party under promissory note
      191,887       —   
Changes in operating assets and liabilities:
     
Prepaid expenses
      61,250       283,597  
Accounts payable
      (177,819 )      152,741  
Accrued expenses
      115,839       8,781  
Corporate tax payable
      (106,797 )      (74,780 ) 
Income tax payable
      (224,191 )      174,835  
  
 
 
    
 
 
  
Net cash used in operating activities
      (1,299,267 )      (600,345 ) 
  
 
 
    
 
 
  
Cash Flows from Investing Activities:
     
Cash deposited in Trust Account for extension
      (341,667 )      —   
Withdrawal from Trust Account to pay for taxes
      1,872,655       304,000  
Withdrawal from Trust Account to pay for redemption
      42,020,432    
  
 
 
    
 
 
  
Net cash provided by investing activities
      43,551,420       304,000  
  
 
 
    
 
 
  
Cash Flows from Financing Activities:
     
Advances from related parties
      —        57,812  
Repayment of advances to related party
      (167,442 )      —   
Proceeds received from related parties under convertible note
      341,667       —   
Redemption of Class A common stock
      (42,020,432 )      —   
  
 
 
    
 
 
  
Net cash (used in) provided by financing activities
      (41,846,207 )      57,812  
  
 
 
    
 
 
  
Net change in cash
      405,946       (238,533 ) 
Cash - Beginning of the period
      9       238,539  
  
 
 
    
 
 
  
Cash - End of the period
   
$
405,955
 
  
$
6
 
  
 
 
    
 
 
  
Supplemental disclosure of noncash activities:
     
Accounts payable paid by related parties
    $ 6,000     $ 34,320  
Supplemental cash flow information:
     
Cash paid for income taxes
    $ 508,883     $ 109,000  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
4
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
Note 1—Description of Organization and Business Operations
dMY Squared Technology Group, Inc. (the “Company”) is a blank check company incorporated in Massachusetts. The Company was formed 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.
As of June 30, 2024, the Company had not commenced any operations. All activity for the period from February 15, 2022 (inception) through June 30, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The
Company generates non-operating income in
the form of interest income from the proceeds derived from the Initial Public Offering.
The Company’s sponsor is dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2022. On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units (the “units” and, with respect to the Class A common stock included in the units offered, the “Class A Shares” or the “Public Shares”), at $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional units (the “Over-Allotment Units”), generating gross proceeds of approximately $3.2 million (the “Partial Over-Allotment”). The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,840,000 warrants (the “Initial Private Placement Warrants”), at a price of $1.00 per Initial Private Placement Warrant to the Sponsor, generating proceeds of approximately $2.8 million (see Note 4). On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 44,660 private placement warrants at $1.00 per private placement warrant (the “Additional Private Placement Warrants”, and together with the Initial Private Placement Warrants, the “Private Placement Warrants”), generating additional gross proceeds of approximately $45,000.
In addition, concurrently with the closing of the Initial Public Offering, the Sponsor extended an overfunding loan to the Company in an amount of $900,000 at no interest (the “Initial Overfunding Loan”) to deposit in the Trust Account (as defined below). On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended a further overfunding loan to the Company in an aggregate amount of $47,850 (the “Additional Overfunding Loan”, and together with the Initial Overfunding Loan, the “Overfunding Loans”) to deposit in the Trust Account.
Upon the closing of the Initial Public Offering, the Partial Over-Allotment, the Private Placement and the Overfunding Loans, approximately $64.1 million ($10.15 per unit) of the net proceeds of the sale of the units and the Private Placement Warrants and the proceeds from the Overfunding Loans were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and was invested in United States government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185
days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule
2a-7
of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination, (ii) the redemption of Public Shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Articles of Organization (the “Charter”) to modify the substance or timing of the Company’s obligation to redeem
 
100
%
of its Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights
or pre-initial Business
Combination activity, and (iii) return of the funds held in the Trust Account to holders of Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares if the Company does not complete an initial Business Combination during the Combination Period.
 
5
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the funds held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company provides Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders’ meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.15 per Public Share). The
per-share
amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).
These Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company’s Charter initially required the Company to not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
In January 2024, the shareholders approved the proposal to amend the Charter and eliminate such Redemption Limitation (as defined below). If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Company’s Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers agreed not to propose an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below), or with respect to any other material provisions relating to shareholders’ rights or
pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
 
6
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
The Company’s Charter initially provided 15 months from the closing of the Initial Public Offering, or January 4, 2024 (the “Prior Outside Date”), to consummate an initial Business Combination. The Charter also permitted the Company, by resolution of the board of directors, to extend the period of time to consummate a Business Combination twice by an
additional 3-month period
(for a total of 21 months to complete a Business Combination), subject to the Sponsor depositing into the Trust Account $631,900 in the aggregate for each extension (the “Prior Contributions”). The Sponsor did not intend to deposit such Prior Contributions into the Trust Account. Accordingly, following January 4, 2024, the Company would have been forced to liquidate. The Company’s board determined that, in order for the Company to have additional time to complete a Business Combination in a more cost effective manner, it would be in the best interests of the Company and its shareholders to extend the Prior Outside Date to allow for a period of additional time to consummate the Business Combination. On January 2, 2024, the Company held a special meeting of its shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders approved an amendment of the Charter to extend (the “Extension”) the date by which the Company has to consummate a Business Combination up to twenty-three (23) times for an additional one (1) month each time (each, an “Extension Period”), with the first Extension Period being from January 4, 2024 to January 29, 2024 (the “Extended Date”) and each subsequent Extension Period being one calendar month each time, until up to December 29, 2025 (each, an “Additional Extended Date”, and such period in its entirety, from the Initial Public Offering until the final Additional Extended Date, the “Combination Period”), only if the Sponsor or its designee would deposit (the “Contribution”) into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension to the Extended Date, an amount of $41,667,
and (ii) one business day following the public announcement by the Company disclosing that the board of directors has determined to implement an additional monthly extension, with respect to each such Extension Period, an amount
 of $50,000. In connection with the shareholder approval of the Extension, an aggregate of 3,980,414 Public Shares were redeemed, and the Company paid approximately $42 million accordingly on January 4, 2024.
At the Special Meeting, the Company’s shareholders also approved proposals to (1) amend the Charter to provide for the right of a holder of Class B Shares
(as defined below) 
to convert their Class B Shares into Class A Shares
on a one-for-one basis at
any time and from time to time at the election of the holder; (2) amend the Charter to eliminate from the Charter (i) the limitation that the Company may not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a Business Combination unless it has net tangible assets of at least $5,000,001 (collectively, the “Redemption Limitation”); (3) amend the Charter to permit the board of directors, in its sole discretion, to elect to wind up operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the board of directors and included in a public announcement (the “Liquidation Amendment”); and (4) amend the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust Company to reflect the Extension and the Liquidation Amendment.
In connection with the Contribution and advances the Sponsor
or its affiliates 
may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a convertible promissory note to Harry L. You, Chairman and Chief Financial Officer and an affiliate of the Sponsor (the “Payee”), with a principal amount up to $1.75 million (the “Convertible Note”). The Convertible Note bears no interest and is repayable on the earlier of (i) the date on which the Company consummates an initial Business Combination and (ii) the liquidation date. If the Company does not consummate a Business Combination before the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the initial Business Combination, the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee. Since January 2, 2024, the board of directors has elected to extend the liquidation date eight times to August 29, 2024. Accordingly, the Company has drawn down from the Convertible Note and deposited $391,667 into the Trust Account in connection with such extensions. If the Company is unable to complete the Business Combination before the end of the Combination 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 subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a
per-share
price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (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 remaining shareholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.
 
 
7
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
If the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), 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 Target that 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 Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
As of June 30, 2024, the Company had approximately $406,000 in cash and working capital deficit of approximately $1.6 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.
Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4) and a loan under the Note (as defined in Note 4) in the amount of approximately $145,000. The Company fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after closing of its Initial Public Offering. Subsequent to the closing of the Initial Public Offering and the Partial Over-Allotment, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and advances from related parties (approximately $216,000 outstanding as of June 30, 2024). Subsequent to June 30, 2024, the Company borrowed an additional amount of approximately $6,000 from related parties, increasing the total outstanding amount of advances to approximately $221,000.
In addition, in order to provide the Contribution and to finance transaction costs in connection with a Business Combination, the Company issued the Convertible Note to the Payee with a principal amount up to $1.75 million on January 2, 2024 as discussed above. The Company borrowed $341,667 under the Convertible Note from January through
June
2024, and an additional amount of $50,000 in July 2024, increasing the total amount outstanding under the Convertible Note to $391,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions to extend the Combination Period to August 29, 2024.
In connection with the management’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)
2014-15,
“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company’s management has determined that the liquidity condition, mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about its ability to continue as a going concern through the earlier of the liquidation date or the completion of the initial Business Combination. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful within the Combination Period. The unaudited condensed financial statements included in this Report do not include any adjustments that might result from the outcome of this uncertainty.
 
8
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
Risks and Uncertainties
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
 
9
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, Article 8 of Regulation
S-X.
Certain disclosures normally included in financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation of the financial position, operating results and cash flows for the periods presented have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any future period.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report Form
10-K
as of December 31, 2023, as filed with the SEC on April 1, 2024, which contains the Company’s audited financial statements and notes thereto.
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 shareholder 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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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. The Company had no cash equivalents as of June 30, 2024 and December 31, 2023.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Investments Held in Trust Account
The Company’s portfolio of investments 
is
 comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 
days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 
 
10
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities other than for the Overfunding Loan to the Sponsor, which qualifies as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, either because of the short-term nature of the instruments or because the instrument is recognized at fair value.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant Liabilities
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to
re-measurement at each
balance sheet date until exercised, and any change in fair value will be recognized in the unaudited condensed statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using the Black-Scholes model and the Monte Carlo simulation model, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The determination of the fair value of the derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly (see Note 8).
Convertible Note Payable – Related Parties
The option to convert the Convertible Note issued to the Payee on January 2, 2024 (see Note 4) into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value, with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and June 30, 2024, the fair value of the embedded conversion option had a de minimis value.
 
11
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.
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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative 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.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A Shares were charged against the carrying value of Class A Shares upon the completion of the Initial Public Offering.
Public Shares Subject to Possible Redemption
As discussed in Note 1, all of the Public Shares sold as parts of the units in the Initial Public Offering contain a redemption feature. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Therefore, the carrying value of all Public Shares has been classified outside of permanent equity. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Public Shares resulted in charges against
additional paid-in capital
(to the extent available) and accumulated deficit.
As of June 30, 2024 and December 31, 2023, the amounts of Public Shares reflected on the condensed balance sheets are reconciled in the following table:
 
Class A common stock subject to possible redemption - December 31, 2023
   
$
66,559,968
 
Plus:
   
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension
      191,667  
Less:
   
Redemption of Class A common stock subject to possible redemption
      (42,020,432 ) 
Remeasurement for Class A common stock subject to redemption
      (644,499 ) 
  
 
 
  
Class A common stock subject to possible redemption - March 31, 2024 (unaudited)
   
 
24,086,704
 
Plus:
   
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension
      150,000  
Less:
   
Remeasurement for Class A common stock subject to redemption
      (227,247 ) 
  
 
 
  
Class A common stock subject to possible redemption - June 30, 2024 (unaudited)
   
$
24,009,457
 
  
 
 
  
 
12
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
Net Income (Loss) per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Shares and Class B Shares (or Public Shares and Founder Shares (as defined in Note 4)). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate
of 6,044,160 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock for each class of common stock for the three and six months ended June 30, 2024 and 2023:
 
    
For the three months ended June 30,
  
    
2024
     
2023
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income (loss) per common share:
 
         
Numerator:
            
Allocation of net income (loss)
    $ (191,619 )     $ (129,442 )     $ 953,062      $ 238,266  
Denominator:
            
Basic and diluted weighted average common shares outstanding
      2,338,586        1,579,750        6,319,000        1,579,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common share
    $ (0.08 )     $ (0.08 )     $ 0.15      $ 0.15  
  
 
 
     
 
 
     
 
 
     
 
 
  
    
For the six months ended June 30,
  
    
2024
     
2023
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income (loss) per common share:
 
         
Numerator:
            
Allocation of net income (loss)
    $ (295,408 )     $ (194,107 )     $ 1,374,656      $ 343,664  
Denominator:
            
Basic and diluted weighted average common shares outstanding
      2,404,197        1,579,750        6,319,000        1,579,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common share
    $ (0.12 )     $ (0.12 )     $ 0.22      $ 0.22  
  
 
 
     
 
 
     
 
 
     
 
 
  
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2024 and December 31, 2023, the Company had gross deferred tax assets of approximately $584,000 and $505,000, respectively, which were presented net of a full valuation allowance.
 
 
13
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
Recent Accounting Pronouncements
In June 2022, the FASB issued ASU
2022-03,
ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted
ASU 2022-03 effective
January 1, 2024, and the adoption did not have a material impact on the Company’s unaudited condensed financial statements or disclosures for the three and six months ended June 30, 2024.
Note 3—Initial Public Offering
On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units at a price of $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. The Company granted the underwriter in the Initial Public Offering a
45-day
option to purchase up to 900,000 additional units, at $10.00 per unit, to cover over-allotments. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional units, generating gross proceeds of approximately $3.2 million. The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees). Each
 
unit consists of one Public Share and
one-half
of one Public Warrant. Each
w
h
o
l
e
Public Warrant entitles the holder to purchase one Public Share at a price of $11.50 per share, subject to adjustment (see Note 7).
Note 4—Related Party Transactions
Founder Shares
On March 16, 2022, the Sponsor purchased 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares” or the “Class B Shares”) for an aggregate purchase price of $25,000, pursuant to a securities subscription agreement dated March 3, 2022 by and between the Company and the Sponsor (as amended by a subscriber forfeiture and amendment No. 1 to the securities subscription agreement dated September 8, 2022 and a subscriber forfeiture and amendment No. 2 to the securities subscription agreement dated September 29, 2022
).
On September 8, 2022 and September 29, 2022, the Sponsor surrendered to the Company 718,750 and 431,250 Founder Shares, respectively, in each case for no consideration, resulting in the Sponsor owning 1,725,000 Founder Shares. The initial shareholders agreed to forfeit up to 225,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter partially exercised its over-allotment option on October 11, 2022 and waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 145,250 Founder Shares on October 11, 2022.
 
 
14
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares will be released from the lockup if the closing price of the Company’s Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,840,000 Initial Private Placement Warrants, at a price of $1.00 per Initial Private Placement Warrant, generating proceeds of approximately $2.8 million. On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of 44,660 Additional Private Placement Warrants at $1.00 per Additional Private Placement Warrant, generating additional gross proceeds of approximately $45,000.
Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, there will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants. Except as set forth below, the Private Placement Warrants
will be non-redeemable for cash
and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.
The 
Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
Promissory Note and Advances from Related Parties
On March 3, 2022, the Sponsor agreed to loan the Company an aggregate amount of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This
loan was non-interest bearing and
payable on the date on which the Company consummated the Initial Public Offering. The Company borrowed approximately $145,000 under the Note and subsequently fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after closing of its Initial Public Offering.
The Company’s Sponsor and its affiliates
have
paid for certain expenses on behalf of the Company. As of June 30, 2024 and December 31, 2023, the Company had an outstanding advances balance from such parties of approximately $216,000 and $185,000, respectively. Subsequent to June 30, 2024, the Company borrowed an additional amount of approximately $6,000 from related parties, increasing the total outstanding amount of advances to approximately $221,000.
 
15
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
Overfunding Loans
Simultaneously with the closing of the Initial Public Offering, the Sponsor extended the Overfunding Loan to the Company in an aggregate amount of $900,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended the Additional Overfunding Loan to the Company in an amount of $47,850, for an aggregate outstanding principal amount of $947,850 to be deposited in the Trust Account. Upon the closing of the initial Business Combination, the Overfunding Loans will be repaid or converted into Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion. If the Company does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Public Shareholders; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.
Convertible Promissory Note
In connection with the Contribution and advances the Sponsor may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a Convertible Note to Harry L. You, Chairman and Chief Financial Officer and an affiliate of the Sponsor with a principal amount up to $
1.75 
million. The Convertible Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination by the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the Company’s initial Business Combination, the outstanding principal of the Convertible Note may be converted into warrants, at a price of $
1.00 
per warrant, at the option of the Payee. Such warrants will have terms identical to the Private Placement Warrants.
The Company borrowed $341,667 under the Convertible Note from January through
June
2024 and an additional amount of $50,000 in July 2024, which 
increased
 the total amount outstanding under the Convertible Note to $391,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions to extend the Combination Period to August 29, 2024.
The option to convert the Convertible Note into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and June 30, 2024, the fair value of the embedded conversion option had a de minimis value.
Administrative Services Agreement
On October 4, 2022, the Company entered into an agreement pursuant to which it agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $60,000
in connection with such fees, respectively, during each of the three and six months ended June 30, 2024 and 2023 in the accompanying unaudited condensed statements of operations. The Company recorded an outstanding balance of 
$130,000 and $70,000 
as of June 30, 2024 and December 31, 2023, respectively, in connection with such fees in accrued expenses in the accompanying condensed balance sheets.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.
Note 5—Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and the Contributions (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and the Contributions and upon conversion of the Founder Shares and the Overfunding Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
 
16
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
Underwriting Agreement
The underwriter was entitled to an underwriting discount of $0.14 per unit, or approximately $0.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $2.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
The underwriter was entitled to an additional fee of approximately $45,000, which was paid upon closing of the Partial Over-Allotment, and approximately $112,000 in deferred underwriting commissions in connection with the consummation of the Partial Over-Allotment.
Note 6—Derivative Warrant Liabilities
As of June 30, 2024 and December 31, 2023, the Company had an aggregate of 6,044,160 warrants outstanding, comprised of 3,159,500 Public Warrants and 2,884,660 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A Shares until the warrants expire or are redeemed. If a registration statement covering the Class A Shares 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 above, if the Company’s Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Shares 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 Shares (with such issue price or effective issue price to be determined in good faith by the 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 Class A Shares 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, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
 
17
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be
non-redeemable
so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Redemption of Public Warrants when the price per Public Share equals or exceeds $18.00
. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per Public Warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption, referred to
as the 30-day redemption
period; and
 
  •  
if, and only if, the closing price of the Public Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days
within a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Redemption of Public Warrants when the price per share of Public Shares equals or exceeds $10.00
. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:
 
  •  
in whole and not in part;
 
  •  
at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Public Shares; and
 
  •  
if, and only if, the closing price of Public Shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days
within the 30-trading day period
ending three trading days before the Company sends notice of redemption to the warrant holders.
The “fair market value” of Public Shares shall mean the volume weighted average price of Public Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 Public Shares per Public Warrant (subject to adjustment).
If the Company is unable to complete a Business Combination within the Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.
Note 7—Shareholders’ Deficit
Preferred Stock
—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.
 
18
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
Class A Common Stock
Class A Shares
—The Company is authorized to issue 
35,000,000
 Class A Shares with a par value of $
0.0001
 per share. As of December 
31
,
2023
, there were 
6,319,000
 Class A Shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity (deficit) on the accompanying condensed balance sheet.
In connection with the Special Meeting held on January 2, 2024, a total of 3,980,414 Public Shares were redeemed. As of June 30, 2024, there were 2,338,586 Class A Shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity on the accompanying unaudited condensed balance sheet.
Class B Common Stock
Class B Shares
—The Company is authorized to issue 
5,000,000
 Class B Shares with a par value of $
0.0001
 per share. On March 16, 2022, the Company issued 
1,725,000
 Class B Shares issued and outstanding, which amount has been retroactively restated to reflect the share surrenders on September 8, 2022 and September 29, 2022 as discussed in Note 4. Of these, up to 
225,000
 Class B Shares were subject to forfeiture to the Company by the initial shareholders for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own 
20
% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter partially exercised its over-allotment option on October 11, 2022 and waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 
145,250
 Founder Shares on October 11, 2022. As of June 30, 2024 and December 31, 2023, there were 
1,579,750
 Class B Shares issued and outstanding.
Common shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class B Shares will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of Class B Shares and holders of Class A Shares will vote together as a single class, except as required by applicable law or stock exchange rule.
The Company’s Charter, as amended in connection with the Special Meeting held on January 2, 2024, provides for the right of a holder of Class B Shares to convert their Class B Shares into Class A Shares, at any time and from time to time at the election of the holder, on a
one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate,
on an as-converted basis, 20% of
the total number of Class A Shares outstanding after such conversion (after giving effect to any redemptions of shares of Public Shares by Public Shareholders), including the total number of Class A Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities or rights exercisable for or convertible into Class A Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans and Contributions and any Class A Shares issued to the Sponsor upon conversion of the Overfunding Loans. In no event will the conversion of Class B Shares occur on a
less than one-for-one basis.
Note 8—Fair Value Measurements
The following tables present information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, by level within the fair value hierarchy:
June 30, 2024
 
Description
   
Quoted Prices in Active
Markets
(Level 1)
     
Significant Other
Observable Inputs
(Level 2)
     
Significant Other
Unobservable Inputs
(Level 3)
  
Assets:
         
Investments held in Trust Account - U.S. Treasury Securities
(1)
    $ 24,663,767      $ —       $ —   
Liabilities:
         
Derivative warrant liabilities - Public
Warrants
    $ —       $ 473,930      $ —   
Derivative warrant liabilities - Private Warrants
    $ —       $ —       $ 432,700  
 
19
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
December 31, 2023
 
Description
   
Quoted Prices in Active
Markets

(Level 1)
     
Significant Other
Observable Inputs

(Level 2)
     
Significant Other

Unobservable Inputs

(Level 3)
  
Assets:
         
Investments held in Trust Account - U.S. Treasury Securities
(1)
    $ 67,545,266      $ —       $ —   
Liabilities:
         
Derivative warrant liabilities - Public
Warrants
    $ —       $ 473,930      $ —   
Derivative warrant liabilities - Private Warrants
    $ —       $ —       $ 432,700  
 
(1)
Includes $51,051
 and $859
 of cash balance held within the Trust Account as of June
 30, 2024 and December
 31, 2023, respectively.
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2022 when the Public Warrants were separately listed and traded. As of June 30, 2024 and December 31, 2023, the fair value measurement for Public Warrants was transferred to Level 2 measurement due to low trading volume.
Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The fair value of the Public Warrants and the Private Placement Warrants was initially measured using Black-Scholes option pricing model and Monte Carlo simulation method, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was determined using a Monte Carlo simulation method with Level 3 inputs as of June 30, 2024 and December 31, 2023. Inherent in a Black-Scholes option pricing model and a Monte Carlo simulation method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. 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 warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates of June 30, 2024 and December 31, 2023:
 
    
As of June 30, 2024
    
As of December 31, 2023
  
Exercise price
    $ 11.50     $ 11.50  
Stock price
    $ 10.72     $ 10.60  
Volatility
      5.4 %      5.1 % 
Risk-free rate
      4.24 %      3.77 % 
Dividend yield
      0.0 %      0.0 % 
 
20
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2024
 
The changes in the Level 3 fair value of the derivative warrant liabilities for the three and six months ended June 30, 2024 and 2023 are summarized as follows:
 
Balance as of December 31, 2023 - Level 3
   
$
432,700
 
Change in fair value of derivative warrant liabilities - Private Warrants
      —   
  
 
 
  
Balance as of March 31, 2024 - Level 3
   
 
432,700
 
Change in fair value of derivative warrant liabilities - Private Warrants
      —   
  
 
 
  
Balance as of June 30, 2024 - Level 3
   
$
432,700
 
  
 
 
  
Balance as of December 31, 2022 - Level 3
   
$
1,182,710
 
Change in fair value of derivative warrant liabilities - Private Warrants
      (288,470 ) 
  
 
 
  
Balance as of March 31, 2023 - Level 3
   
 
894,240
 
Change in fair value of derivative warrant liabilities - Private Warrants
      (432,690 ) 
  
 
 
  
Balance as of June 30, 2023 - Level 3
   
$
461,550
 
  
 
 
  
Note 9— Subsequent Events
The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements, except as noted below.
Subsequent to June 30, 2024, the Company borrowed an additional amount of approximately $6,000 from related parties, increasing the total outstanding amount of advances to approximately $221,000.
The Company borrowed an additional amount of $50,000 in July 2024 under the Convertible Note, increasing the total amount outstanding to $391,667, and contributed the full proceeds into the Trust Account in connection with extensions to extend the Combination Period to August 29, 2024.
 
21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to dMY Squared Technology Group, Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this quarterly report on Form 10-Q (this “Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Report includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2024. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Our company, dMY Squared Technology Group, Inc., is a blank check company incorporated in Massachusetts. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

As of June 30, 2024, we had not commenced any operations. All activity for the period from February 15, 2022 (inception) through June 30, 2024 relates to our formation and the Initial Public Offering as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income from the proceeds derived from the Initial Public Offering.

Our sponsor is dMY Squared Sponsor, LLC, a Delaware limited liability company. The registration statement for our Initial Public Offering was declared effective on September 29, 2022. On October 4, 2022, we consummated its Initial Public Offering of 6,000,000 units, at $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 Over-Allotment Units, generating gross proceeds of approximately $3.2 million. The underwriter waived the remainder of its over-allotment option. We incurred additional offering costs of approximately $156,000 in connection with the underwriter’s partial exercise of its over-allotment option (of which approximately $112,000 was for deferred underwriting fees).

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 2,840,000 Initial Private Placement Warrants, at a price of $1.00 per Initial Private Placement Warrant to our Sponsor, generating proceeds of approximately $2.8 million. On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, we consummated the sale of 44,660 Additional Private Placement Warrants generating additional gross proceeds of approximately $45,000.

 

22

In addition, concurrently with the closing of the Initial Public Offering, our Sponsor extended an Initial Overfunding Loan to the Company in the amount of $900,000 at no interest, to be deposited in the Trust Account. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, our Sponsor extended an Additional Overfunding Loan to the Company in an aggregate amount of $47,850, to be deposited in the Trust Account.

Upon the closing of the Initial Public Offering, the Private Placement and the Overfunding Loans, approximately $64.1 million ($10.15 per unit) of the net proceeds of the sale of the units, Over-Allotment Units, and the Private Placement Warrants and the proceeds from the Overfunding Loans were placed in the Trust Account and were invested in United States government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of Public Shares properly submitted in connection with a shareholder vote to amend our Charter to modify the substance or timing of our of our obligation to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (iii) our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares if we do not complete an initial Business Combination during the Combination Period. At the Special Meeting on January 2, 2024, the Company’s shareholders approved an amendment to the Investment Management Trust Agreement, permitting the trustee to, in a timely manner, upon the written instruction of the Company, (i) hold funds uninvested, (ii) hold funds in an interest-bearing bank demand deposit account, or (iii) invest and reinvest the Property in solely United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting the conditions of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. The trustee is not permitted to invest in other securities or assets. Investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the use of such funds upon completion of a Business Combination or distribution upon redemption of our Public Shares.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the funds held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

We provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders’ meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a Business Combination or conduct a tender offer will be made by us, solely in our discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter.

We initially had 15 months from the closing of the Initial Public Offering, or January 4, 2024, to consummate an initial Business Combination. On January 2, 2024, the Company held a Special Meeting. At the Special Meeting, the Company’s shareholders approved an amendment of the Company’s Charter to extend the date by which the Company has to consummate a Business Combination up to twenty-three (23) times for an additional one (1) month each time, with the first Extension Period being from January 4, 2024 to January 29, 2024, and each subsequent Extension Period being one calendar month each time, until up to December 29, 2025, only if the Sponsor or its designee would deposit into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension, an amount of $41,667, and (ii) one business day following the public announcement by us disclosing that the board of directors has determined to implement an additional monthly extension, with respect to each such Additional Extension, an amount of $50,000. In connection with the shareholder approval of the Extension, an aggregate of 3,980,414 Public Shares were redeemed, and the Company paid approximately $42.0 million accordingly on January 4, 2024.

 

23

At the Special Meeting, the Company’s shareholders also approved proposals to (1) amend the Charter to provide for the right of a holder of Class B Shares to convert its Class B Shares into Class A Shares on a one-for-one basis at any time and from time to time at the election of the holder; (2) amend the Charter to eliminate from the Charter (i) the limitation that we may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 and (ii) the limitation that we shall not consummate a Business Combination unless we have net tangible assets of at least $5,000,001; (3) amend the Charter to permit the board of directors, in its sole discretion, to elect to wind up our operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the board of directors and included in a public announcement; and (4) amend the Investment Management Trust Agreement to reflect the Extension and the Liquidation Amendment.

In connection with the approval of the Extension, our Sponsor, its affiliates, or its designees are required to deposit into the Trust Account, as a loan, (i) on or before January 4, 2024, with respect to the Initial Extension, an amount of $41,667, and (ii) one business day following the public announcement by us disclosing that the board of directors has determined to implement an additional monthly extension, with respect to each such Additional Extension, an amount of $50,000. In connection with the Contribution and advances our Sponsor may make in the future to us for working capital expenses, on January 2, 2024, we issued a convertible promissory note to Harry L. You, our Chairman and Chief Financial Officer and an affiliate of our Sponsor, with a principal amount up to $1.75 million. The Convertible Note bears no interest and is repayable on the earlier of: (i) the date on which we consummate an initial Business Combination and (ii) the liquidation date. If we do not consummate a Business Combination before the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of our initial Business Combination, the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee.

Since January 2, 2024, our board of directors has elected to extend our liquidation date eight times to August 29, 2024. Accordingly, we have drawn down from the Convertible Note and deposited $391,667 into the Trust Account in connection with such extensions.

If we are unable to complete a Business Combination within the Combination Period, we 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 subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (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 remaining shareholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.

Liquidity and Capital Resources; Going Concern Consideration

As of June 30, 2024, we had approximately $406,000 in cash and working capital deficit of approximately $1.6 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

On March 3, 2022, the Sponsor agreed to loan the Company an aggregate amount of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Prior to the consummation of the Initial Public Offering, our liquidity needs were satisfied through the payment of $25,000 from our Sponsor to purchase Founder Shares and a loan under the Note in the amount of approximately $145,000. The Company fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after closing of its initial public offering. Subsequent to the closing of the Initial Public Offering, our liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement Warrants held outside of the Trust Account and advances from related parties (approximately $216,000 outstanding as of June 30, 2024). Subsequent to June 30, 2024, we borrowed an additional amount of approximately $6,000 from related parties, increasing the total outstanding amount of advances to approximately $222,000.

 

24

In addition, in order to provide the Contribution and to finance transaction costs in connection with a Business Combination, the Company issued the Convertible Note to an affiliate of the Sponsor with a principal amount up to $1.75 million on January 2, 2024 as discussed above. We borrowed $341,667 under the Convertible Note from January through June 2024, and an additional amount of $50,000 in July 2024, increasing the total amount outstanding under the Convertible Note to $391,667 . All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions to extend the Combination Period to August 29, 2024.

In connection with our management’s assessment of going concern considerations in accordance with FASB’s ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” our management has determined that the liquidity condition, mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern through the earlier of the liquidation date or the completion of the initial Business Combination. There is no assurance that our plans to consummate the initial Business Combination will be successful or successful within the Combination Period. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

 

25

Results of Operations

Our entire activity from February 15, 2022 (inception) through June 30, 2024 is related to our formation and the preparation for our Initial Public Offering, and since the closing of our Initial Public Offering, the search for a prospective initial Business Combination. We will not generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of investment income from the Trust Account. We will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our derivative liabilities at each reporting period.

For the three months ended June 30, 2024, we had net loss of approximately $321,000, which consisted of approximately $230,000 of general and administrative expenses (of which $30,000 was for administrative expenses paid to our Sponsor) and approximately $415,000 of tax expenses, partially offset by approximately $324,000 of interest income from operating account and investments held in the Trust Account.

For the six months ended June 30, 2024, we had net loss of approximately $490,000, which consisted of approximately $608,000 of general and administrative expenses (of which $60,000 was for administrative expenses paid to our Sponsor) and approximately $937,000 of tax expenses, partially offset by approximately $670,000 of interest income from operating account and investments held in the Trust Account.

For the three months ended June 30, 2023, we had net income of approximately $1.2 million, which consisted of approximately $907,000 of the change in fair value of the derivative warrant liabilities and approximately $669,000 of interest income from operating account and investments held in the Trust Account, partially offset by approximately $211,000 of general and administrative expenses (of which $30,000 was for administrative expenses paid to our Sponsor), approximately $40,000 of corporate tax expense, and approximately $132,000 in income tax expense.

For the six months ended June 30, 2023, we had net income of approximately $1.7 million, which consisted of approximately $1.5 million of the change in fair value of the derivative warrant liabilities and approximately $1.4 million of interest income from operating account and investments held in Trust Account, partially offset by approximately $742,000 of general and administrative expenses (of which $60,000 was for administrative expenses paid to our Sponsor), approximately $120,000 of corporate tax expense, and approximately $284,000 in income tax expense.

Contractual Obligations

Administrative Services Agreement

On October 4, 2022, we entered into an agreement pursuant to which we agreed to pay our Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or our liquidation, we will cease paying these monthly fees. We recorded $30,000 and $60,000, respectively, in connection with such fees during each of the three and six months ended June 30, 2024 and June 30, 2023 in the accompanying unaudited condensed statements of operations. We recorded an outstanding balance of $130,000 and $70,000 as of June 30, 2024 and December 31, 2023, respectively in connection with such fees in accrued expenses in the accompanying unaudited condensed balance sheets.

Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates.

 

26

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and the Contributions (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and the Contributions and upon conversion of the Founder Shares and the Overfunding Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter was entitled to an underwriting discount of $0.14 per unit, or approximately $0.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $2.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

The underwriter was entitled to an additional fee of approximately $45,000, which was paid upon closing of the over-allotment option, and approximately $112,000 in deferred underwriting commissions in connection with the consummation of the underwriter’s partial exercise of its over-allotment option.

Overfunding Loans

Simultaneously with the closing of the Initial Public Offering, the Sponsor extended the Overfunding Loan to the Company in an aggregate amount of $900,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended the Additional Overfunding Loan to the Company in an amount of $47,850, for an aggregate outstanding principal amount of $947,850 to be deposited in the Trust Account. Upon the closing of the initial Business Combination, the Overfunding Loans will be repaid or converted into Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion. If the Company does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Public Shareholders; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.

Convertible Promissory Note

In connection with the Contribution and advances our Sponsor may make in the future to our Company for working capital expenses, on January 2, 2024, we issued a Convertible Note to an affiliate of our Sponsor with a principal amount up to $1.75 million. The Convertible Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of our initial Business Combination, or (b) the date of our liquidation. If we do not consummate an initial Business Combination by the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of our initial Business Combination, the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Sponsor. Such warrants will have terms identical to the Private Placement Warrants.

We borrowed $341,667 under the Convertible Note from January through June 2024, and an additional amount of $50,000 in July 2024, increasing the total amount outstanding under the Convertible Note to $391,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions to extend the Combination Period to August 29, 2024.

The option to convert the Convertible Note into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in our statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and June 30, 2024, the fair value of the embedded conversion option had a de minimis value.

 

27

Critical Accounting Policies

The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and the reported amounts of income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

The warrants issued in connection with Public Warrants and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using the Black-Scholes model and the Monte Carlo simulation model, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The determination of the fair value of the derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

Off-Balance Sheet Arrangements and Contractual Obligations

As of June 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(b)(1) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

 

28

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness, of our disclosure controls and procedures as of June 30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this Report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2024 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on April 1, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 16, 2022, we issued to our Sponsor an aggregate of 2,875,000 Founder Shares for a total purchase price of $25,000, or approximately $0.009 per share. On September 8, 2022, our Sponsor surrendered to us 718,750 Founder Shares for no consideration, resulting in our Sponsor owning 2,156,250 Founder Shares and increasing the approximate price paid per Founder Share to $0.012. On September 29, 2022, our Sponsor surrendered to us an additional 431,250 Founder Shares for no consideration, resulting in our Sponsor owning 1,725,000 Founder Shares and increasing the approximate price paid per Founder Share to $0.015. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 Over-Allotment Units, generating gross proceeds of approximately $3.2 million. The underwriter waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 145,250 Founder Shares on October 11, 2022. No underwriting discounts or commissions were paid with respect to such sales of Founder Shares. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

29

On October 4, 2022, we consummated our Initial Public Offering of 6,000,000 units at a price of $10.00 per unit, generating net proceeds to the Company of $59,135,000 (after giving effect to the reimbursement of certain of the Company’s expenses and the upfront portion of the underwriter’s discount, equal to $0.14 per unit). The securities sold in our Initial Public Offering were registered under the Securities Act on a registration statement on Form
S-1
(File
No. 333-267381).
The SEC declared the registration statement effective on September 29, 2022.
Simultaneously with the consummation of the Initial Public Offering, we completed an Initial Private Placement of an aggregate of 2,840,000 Initial Private Placement Warrants to our Sponsor at a purchase price of $1.00 per Initial Private Placement Warrant, generating gross proceeds of $8,840,000. On October 11, 2022, simultaneously with the sale of the underwriter’s Over-Allotment Units, the Company completed an Additional Private Placement with our Sponsor for 44,660 Additional Private Placement Warrants at a price of $1.00 per Additional Private Placement Warrant, generating proceeds to the Company of $44,660. In addition, concurrently with the closing of the Initial Public Offering, our Sponsor extended an Initial Overfunding Loan to the Company in the amount of $900,000 at no interest, to be deposited in the Trust Account. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, our Sponsor extended an Additional Overfunding Loan to the Company in an aggregate amount of $47,850, to be deposited in the Trust Account. No underwriting discounts or commissions were paid with respect to the Private Placement or Overfunding Loans. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Upon the closing of the Initial Public Offering, the Private Placement and the Overfunding Loans, approximately $64.1 million ($10.15 per unit) of the net proceeds of the sale of the units, Over-Allotment Units, and the Private Placement Warrants and the proceeds from the Overfunding Loans were placed in the Trust Account.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report
on Form 10-Q.
 
Exhibit
Number
   
Description
 31.1*    Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
 31.2*    Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
 32.1**    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
 32.2**    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS*    Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
 
30

101.SCH*    Inline XBRL Taxonomy Extension Schema Document
101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*

Filed herewith.

**

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

        DMY SQUARED TECHNOLOGY GROUP, INC.
Date: August 14, 2024     By:   /s/ Niccolo de Masi
        Name:   Niccolo de Masi
        Title:   Chief Executive Officer
            (Principal Executive Officer)
Date: August 14, 2024     By:   /s/ Harry L. You
        Name:   Harry L. You
        Title:   Chief Financial Officer
            (Principal Financial Officer)

 

32

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Niccolo de Masi, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of dMY Squared Technology Group, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024     By:   /s/ Niccolo de Masi
            Niccolo de Masi
            Chief Executive Officer
            (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Harry L. You, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 of dMY Squared Technology Group, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2024     By:   /s/ Harry L. You
            Harry L. You
            Chief Financial Officer
            (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of dMY Squared Technology Group, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Niccolo de Masi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2024

 

    /s/ Niccolo de Masi
Name:   Niccolo de Masi
Title:   Chief Executive Officer
    (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of dMY Squared Technology Group, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harry L. You, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2024

 

    /s/ Harry L. You
Name:   Harry L. You
Title:   Chief Financial Officer
    (Principal Financial Officer)
v3.24.2.u1
Cover Page - shares
 6 Months Ended
Jun. 30, 2024
Aug. 14, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Year Focus 2024  
Entity File Number 001-41519  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Fiscal Period Focus Q2  
Entity Registrant Name DMY SQUARED TECHNOLOGY GROUP, INC.  
Entity Central Index Key 0001915380  
Entity Tax Identification Number 88-0748933  
Entity Incorporation, State or Country Code MA  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company true  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Address, Address Line One 1180 North Town Center Drive  
Entity Address, Address Line Two Suite 100  
Entity Address, City or Town Las Vegas  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89144  
City Area Code 702  
Local Phone Number 781-4313  
Title of 12(b) Security Class A common stock, par value $0.0001 per share  
Trading Symbol DMYY  
Security Exchange Name NYSEAMER  
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   2,338,586
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   1,579,750
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant  
Trading Symbol DMYY.U  
Security Exchange Name NYSEAMER  
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [Member]    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share  
Trading Symbol DMYY.WS  
Security Exchange Name NYSEAMER  
v3.24.2.u1
Condensed Balance Sheets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash $ 405,955 $ 9
Prepaid expenses 94,375 155,625
Total current assets 500,330 155,634
Investments held in Trust Account 24,663,767 67,545,266
Total Assets 25,164,097 67,700,900
Current liabilities:    
Accounts payable 322,136 505,955
Accrued expenses 693,285 577,446
Convertible note—related parties 341,667 0
Advances from related parties 215,566 185,121
Corporate tax payable 267,470 374,267
Income tax payable 286,840 511,031
Total current liabilities 2,126,964 2,153,820
Overfunding loans 947,850 947,850
Derivative warrant liabilities 906,630 906,630
Deferred underwriting commissions 2,211,650 2,211,650
Total Liabilities 6,193,094 6,219,950
Commitments and Contingencies
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; 2,338,586 and 6,319,000 shares subject to possible redemption at approximately $10.27 and $10.53 per share as of June 30, 2024 and December 31, 2023, respectively 24,009,457 66,559,968
Shareholders' Deficit:    
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2024 and December 31, 2023 0 0
Additional paid-in capital 0 0
Accumulated deficit (5,038,612) (5,079,176)
Total shareholders' deficit (5,038,454) (5,079,018)
Total Liabilities and Shareholders' Deficit 25,164,097 67,700,900
Common Class A [Member]    
Current liabilities:    
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; 2,338,586 and 6,319,000 shares subject to possible redemption at approximately $10.27 and $10.53 per share as of June 30, 2024 and December 31, 2023, respectively 24,009,457 66,559,968
Shareholders' Deficit:    
Common Stock 0 0
Common Class B [Member]    
Shareholders' Deficit:    
Common Stock $ 158 $ 158
v3.24.2.u1
Condensed Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Mar. 16, 2022
Preferred stock par or stated value per share $ 0.0001 $ 0.0001  
Preferred stock shares authorized 1,000,000 1,000,000  
Preferred stock shares issued 0 0  
Preferred stock shares outstanding 0 0  
Temporary equity redemption price per share $ 10.15    
Common Class B [Member]      
Common stock par or stated value per share $ 0.0001 $ 0.0001  
Common stock shares authorized 5,000,000 5,000,000  
Common stock shares issued 1,579,750 1,579,750 1,725,000
Common stock shares outstanding 1,579,750 1,579,750 1,725,000
Common Class A [Member]      
Common stock par or stated value per share $ 0.0001 $ 0.0001  
Common stock shares authorized 35,000,000 35,000,000  
Common stock shares issued 6,319,000 6,319,000  
Common stock shares outstanding 6,319,000 6,319,000  
Temporary equity, shares outstanding 2,338,586 6,319,000  
Temporary equity redemption price per share $ 10.27 $ 10.53  
Non-redeemable Class A Common Stock [Member]      
Common stock shares issued 0 0  
Common stock shares outstanding 0 0  
v3.24.2.u1
Condensed Statements Of Operations - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
General and administrative expenses $ 230,197 $ 211,272 $ 607,780 $ 741,507
Corporate tax expenses 182,903 40,537 267,211 120,220
Loss from operations (413,100) (251,809) (874,991) (861,727)
Other income:        
Interest income on operating account 156 8 247 43
Investment income from investments held in Trust Account 323,704 668,589 669,921 1,352,799
Change in fair value of derivative warrant liabilities 0 906,620 0 1,511,040
Total other income 323,860 1,575,217 670,168 2,863,882
Net income (loss) before provision for income taxes (89,240) 1,323,408 (204,823) 2,002,155
Provision for income taxes 231,821 132,080 284,692 283,835
Net income (loss) (321,061) 1,191,328 (489,515) 1,718,320
Common Class A [Member]        
Other income:        
Net income (loss) $ (191,619) $ 953,062 $ (295,408) $ 1,374,656
Weighted average shares outstanding, basic 2,338,586 6,319,000 2,404,197 6,319,000
Weighted average shares outstanding, diluted 2,338,586 6,319,000 2,404,197 6,319,000
Basic net income (loss) per share $ (0.08) $ 0.15 $ (0.12) $ 0.22
Diluted net income (loss) per share $ (0.08) $ 0.15 $ (0.12) $ 0.22
Common Class B [Member]        
Other income:        
Net income (loss) $ (129,442) $ 238,266 $ (194,107) $ 343,664
Weighted average shares outstanding, basic 1,579,750 1,579,750 1,579,750 1,579,750
Weighted average shares outstanding, diluted 1,579,750 1,579,750 1,579,750 1,579,750
Basic net income (loss) per share $ (0.08) $ 0.15 $ (0.12) $ 0.22
Diluted net income (loss) per share $ (0.08) $ 0.15 $ (0.12) $ 0.22
v3.24.2.u1
Condensed Statements Of Changes In Shareholders' Deficit - USD ($)
Total
Common Class B [Member]
Common Stock [Member]
Common Class B [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Beginning balance, Shares at Dec. 31, 2022     1,579,750    
Beginning balance at Dec. 31, 2022 $ (5,178,055)   $ 158 $ 0 $ (5,178,213)
Remeasurement for Class A common stock subject to redemption (452,772)       (452,772)
Net income (loss) 526,992       526,992
Ending balance, Shares at Mar. 31, 2023     1,579,750    
Ending balance at Mar. 31, 2023 (5,103,835)   $ 158 0 (5,103,993)
Beginning balance, Shares at Dec. 31, 2022     1,579,750    
Beginning balance at Dec. 31, 2022 (5,178,055)   $ 158 0 (5,178,213)
Net income (loss) 1,718,320 $ 343,664      
Ending balance, Shares at Jun. 30, 2023     1,579,750    
Ending balance at Jun. 30, 2023 (4,408,480)   $ 158 0 (4,408,638)
Beginning balance, Shares at Mar. 31, 2023     1,579,750    
Beginning balance at Mar. 31, 2023 (5,103,835)   $ 158 0 (5,103,993)
Increase in redemption value of Class A common stock subject to redemption due to extension (495,973)       (495,973)
Net income (loss) 1,191,328 238,266     1,191,328
Ending balance, Shares at Jun. 30, 2023     1,579,750    
Ending balance at Jun. 30, 2023 (4,408,480)   $ 158 0 (4,408,638)
Beginning balance, Shares at Dec. 31, 2023     1,579,750    
Beginning balance at Dec. 31, 2023 (5,079,018)   $ 158 0 (5,079,176)
Increase in redemption value of Class A common stock subject to redemption due to extension (191,667)       (191,667)
Remeasurement for Class A common stock subject to redemption 644,499       644,499
Net income (loss) (168,454)       (168,454)
Ending balance, Shares at Mar. 31, 2024     1,579,750    
Ending balance at Mar. 31, 2024 (4,794,640)   $ 158 0 (4,794,798)
Beginning balance, Shares at Dec. 31, 2023     1,579,750    
Beginning balance at Dec. 31, 2023 (5,079,018)   $ 158 0 (5,079,176)
Net income (loss) (489,515) (194,107)      
Ending balance, Shares at Jun. 30, 2024     1,579,750    
Ending balance at Jun. 30, 2024 (5,038,454)   $ 158 0 (5,038,612)
Beginning balance, Shares at Mar. 31, 2024     1,579,750    
Beginning balance at Mar. 31, 2024 (4,794,640)   $ 158 0 (4,794,798)
Increase in redemption value of Class A common stock subject to redemption due to extension (150,000)       (150,000)
Remeasurement for Class A common stock subject to redemption 227,247       227,247
Net income (loss) (321,061) $ (129,442)     (321,061)
Ending balance, Shares at Jun. 30, 2024     1,579,750    
Ending balance at Jun. 30, 2024 $ (5,038,454)   $ 158 $ 0 $ (5,038,612)
v3.24.2.u1
Condensed Statements Of Cash Flows - USD ($)
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash Flows from Operating Activities:    
Net income (loss) $ (489,515) $ 1,718,320
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Investment income from investments held in Trust Account (669,921) (1,352,799)
Change in fair value of derivative warrant liabilities 0 (1,511,040)
General and administrative expenses paid by related party under promissory note 191,887 0
Changes in operating assets and liabilities:    
Prepaid expenses 61,250 283,597
Accounts payable (177,819) 152,741
Accrued expenses 115,839 8,781
Corporate tax payable (106,797) (74,780)
Income tax payable (224,191) 174,835
Net cash used in operating activities (1,299,267) (600,345)
Cash Flows from Investing Activities:    
Cash deposited in Trust Account for extension (341,667) 0
Withdrawal from Trust Account to pay for taxes 1,872,655 304,000
Withdrawal from Trust Account to pay for redemption 42,020,432  
Net cash provided by investing activities 43,551,420 304,000
Cash Flows from Financing Activities:    
Advances from related parties 0 57,812
Repayment of advances to related party (167,442) 0
Proceeds received from related parties under convertible note 341,667 0
Redemption of Class A common stock (42,020,432) 0
Net cash (used in) provided by financing activities (41,846,207) 57,812
Net change in cash 405,946 (238,533)
Cash - Beginning of the period 9 238,539
Cash - End of the period 405,955 6
Supplemental disclosure of noncash activities:    
Accounts payable paid by related parties 6,000 34,320
Supplemental cash flow information:    
Cash paid for income taxes $ 508,883 $ 109,000
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ (321,061) $ (168,454) $ 1,191,328 $ 526,992 $ (489,515) $ 1,718,320
v3.24.2.u1
Insider Trading Arrangements
 6 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Description of Organization and Business Operations
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization and Business Operations
Note 1—Description of Organization and Business Operations
dMY Squared Technology Group, Inc. (the “Company”) is a blank check company incorporated in Massachusetts. The Company was formed 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.
As of June 30, 2024, the Company had not commenced any operations. All activity for the period from February 15, 2022 (inception) through June 30, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The
Company generates non-operating income in
the form of interest income from the proceeds derived from the Initial Public Offering.
The Company’s sponsor is dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2022. On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units (the “units” and, with respect to the Class A common stock included in the units offered, the “Class A Shares” or the “Public Shares”), at $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional units (the “Over-Allotment Units”), generating gross proceeds of approximately $3.2 million (the “Partial Over-Allotment”). The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,840,000 warrants (the “Initial Private Placement Warrants”), at a price of $1.00 per Initial Private Placement Warrant to the Sponsor, generating proceeds of approximately $2.8 million (see Note 4). On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 44,660 private placement warrants at $1.00 per private placement warrant (the “Additional Private Placement Warrants”, and together with the Initial Private Placement Warrants, the “Private Placement Warrants”), generating additional gross proceeds of approximately $45,000.
In addition, concurrently with the closing of the Initial Public Offering, the Sponsor extended an overfunding loan to the Company in an amount of $900,000 at no interest (the “Initial Overfunding Loan”) to deposit in the Trust Account (as defined below). On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended a further overfunding loan to the Company in an aggregate amount of $47,850 (the “Additional Overfunding Loan”, and together with the Initial Overfunding Loan, the “Overfunding Loans”) to deposit in the Trust Account.
Upon the closing of the Initial Public Offering, the Partial Over-Allotment, the Private Placement and the Overfunding Loans, approximately $64.1 million ($10.15 per unit) of the net proceeds of the sale of the units and the Private Placement Warrants and the proceeds from the Overfunding Loans were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and was invested in United States government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185
days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule
2a-7
of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination, (ii) the redemption of Public Shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Articles of Organization (the “Charter”) to modify the substance or timing of the Company’s obligation to redeem
 
100
%
of its Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights
or pre-initial Business
Combination activity, and (iii) return of the funds held in the Trust Account to holders of Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares if the Company does not complete an initial Business Combination during the Combination Period.
 
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the funds held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company provides Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders’ meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.15 per Public Share). The
per-share
amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).
These Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company’s Charter initially required the Company to not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
In January 2024, the shareholders approved the proposal to amend the Charter and eliminate such Redemption Limitation (as defined below). If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Company’s Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers agreed not to propose an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below), or with respect to any other material provisions relating to shareholders’ rights or
pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
 
The Company’s Charter initially provided 15 months from the closing of the Initial Public Offering, or January 4, 2024 (the “Prior Outside Date”), to consummate an initial Business Combination. The Charter also permitted the Company, by resolution of the board of directors, to extend the period of time to consummate a Business Combination twice by an
additional 3-month period
(for a total of 21 months to complete a Business Combination), subject to the Sponsor depositing into the Trust Account $631,900 in the aggregate for each extension (the “Prior Contributions”). The Sponsor did not intend to deposit such Prior Contributions into the Trust Account. Accordingly, following January 4, 2024, the Company would have been forced to liquidate. The Company’s board determined that, in order for the Company to have additional time to complete a Business Combination in a more cost effective manner, it would be in the best interests of the Company and its shareholders to extend the Prior Outside Date to allow for a period of additional time to consummate the Business Combination. On January 2, 2024, the Company held a special meeting of its shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders approved an amendment of the Charter to extend (the “Extension”) the date by which the Company has to consummate a Business Combination up to twenty-three (23) times for an additional one (1) month each time (each, an “Extension Period”), with the first Extension Period being from January 4, 2024 to January 29, 2024 (the “Extended Date”) and each subsequent Extension Period being one calendar month each time, until up to December 29, 2025 (each, an “Additional Extended Date”, and such period in its entirety, from the Initial Public Offering until the final Additional Extended Date, the “Combination Period”), only if the Sponsor or its designee would deposit (the “Contribution”) into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension to the Extended Date, an amount of $41,667,
and (ii) one business day following the public announcement by the Company disclosing that the board of directors has determined to implement an additional monthly extension, with respect to each such Extension Period, an amount
 of $50,000. In connection with the shareholder approval of the Extension, an aggregate of 3,980,414 Public Shares were redeemed, and the Company paid approximately $42 million accordingly on January 4, 2024.
At the Special Meeting, the Company’s shareholders also approved proposals to (1) amend the Charter to provide for the right of a holder of Class B Shares
(as defined below) 
to convert their Class B Shares into Class A Shares
on a one-for-one basis at
any time and from time to time at the election of the holder; (2) amend the Charter to eliminate from the Charter (i) the limitation that the Company may not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a Business Combination unless it has net tangible assets of at least $5,000,001 (collectively, the “Redemption Limitation”); (3) amend the Charter to permit the board of directors, in its sole discretion, to elect to wind up operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the board of directors and included in a public announcement (the “Liquidation Amendment”); and (4) amend the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust Company to reflect the Extension and the Liquidation Amendment.
In connection with the Contribution and advances the Sponsor
or its affiliates 
may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a convertible promissory note to Harry L. You, Chairman and Chief Financial Officer and an affiliate of the Sponsor (the “Payee”), with a principal amount up to $1.75 million (the “Convertible Note”). The Convertible Note bears no interest and is repayable on the earlier of (i) the date on which the Company consummates an initial Business Combination and (ii) the liquidation date. If the Company does not consummate a Business Combination before the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the initial Business Combination, the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee. Since January 2, 2024, the board of directors has elected to extend the liquidation date eight times to August 29, 2024. Accordingly, the Company has drawn down from the Convertible Note and deposited $391,667 into the Trust Account in connection with such extensions. If the Company is unable to complete the Business Combination before the end of the Combination 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 subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a
per-share
price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (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 remaining shareholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.
 
If the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), 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 Target that 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 Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
As of June 30, 2024, the Company had approximately $406,000 in cash and working capital deficit of approximately $1.6 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.
Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4) and a loan under the Note (as defined in Note 4) in the amount of approximately $145,000. The Company fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after closing of its Initial Public Offering. Subsequent to the closing of the Initial Public Offering and the Partial Over-Allotment, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and advances from related parties (approximately $216,000 outstanding as of June 30, 2024). Subsequent to June 30, 2024, the Company borrowed an additional amount of approximately $6,000 from related parties, increasing the total outstanding amount of advances to approximately $221,000.
In addition, in order to provide the Contribution and to finance transaction costs in connection with a Business Combination, the Company issued the Convertible Note to the Payee with a principal amount up to $1.75 million on January 2, 2024 as discussed above. The Company borrowed $341,667 under the Convertible Note from January through
June
2024, and an additional amount of $50,000 in July 2024, increasing the total amount outstanding under the Convertible Note to $391,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions to extend the Combination Period to August 29, 2024.
In connection with the management’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”)
2014-15,
“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company’s management has determined that the liquidity condition, mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about its ability to continue as a going concern through the earlier of the liquidation date or the completion of the initial Business Combination. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful within the Combination Period. The unaudited condensed financial statements included in this Report do not include any adjustments that might result from the outcome of this uncertainty.
 
Risks and Uncertainties
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
v3.24.2.u1
Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, Article 8 of Regulation
S-X.
Certain disclosures normally included in financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation of the financial position, operating results and cash flows for the periods presented have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any future period.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report Form
10-K
as of December 31, 2023, as filed with the SEC on April 1, 2024, which contains the Company’s audited financial statements and notes thereto.
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 shareholder 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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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. The Company had no cash equivalents as of June 30, 2024 and December 31, 2023.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Investments Held in Trust Account
The Company’s portfolio of investments 
is
 comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 
days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 
 
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities other than for the Overfunding Loan to the Sponsor, which qualifies as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, either because of the short-term nature of the instruments or because the instrument is recognized at fair value.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant Liabilities
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to
re-measurement at each
balance sheet date until exercised, and any change in fair value will be recognized in the unaudited condensed statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using the Black-Scholes model and the Monte Carlo simulation model, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The determination of the fair value of the derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly (see Note 8).
Convertible Note Payable – Related Parties
The option to convert the Convertible Note issued to the Payee on January 2, 2024 (see Note 4) into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value, with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and June 30, 2024, the fair value of the embedded conversion option had a de minimis value.
 
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.
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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative 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.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A Shares were charged against the carrying value of Class A Shares upon the completion of the Initial Public Offering.
Public Shares Subject to Possible Redemption
As discussed in Note 1, all of the Public Shares sold as parts of the units in the Initial Public Offering contain a redemption feature. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Therefore, the carrying value of all Public Shares has been classified outside of permanent equity. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Public Shares resulted in charges against
additional paid-in capital
(to the extent available) and accumulated deficit.
As of June 30, 2024 and December 31, 2023, the amounts of Public Shares reflected on the condensed balance sheets are reconciled in the following table:
 
Class A common stock subject to possible redemption - December 31, 2023
   
$
66,559,968
 
Plus:
   
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension
      191,667  
Less:
   
Redemption of Class A common stock subject to possible redemption
      (42,020,432 ) 
Remeasurement for Class A common stock subject to redemption
      (644,499 ) 
  
 
 
  
Class A common stock subject to possible redemption - March 31, 2024 (unaudited)
   
 
24,086,704
 
Plus:
   
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension
      150,000  
Less:
   
Remeasurement for Class A common stock subject to redemption
      (227,247 ) 
  
 
 
  
Class A common stock subject to possible redemption - June 30, 2024 (unaudited)
   
$
24,009,457
 
  
 
 
  
 
Net Income (Loss) per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Shares and Class B Shares (or Public Shares and Founder Shares (as defined in Note 4)). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate
of 6,044,160 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock for each class of common stock for the three and six months ended June 30, 2024 and 2023:
 
    
For the three months ended June 30,
  
    
2024
     
2023
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income (loss) per common share:
 
         
Numerator:
            
Allocation of net income (loss)
    $ (191,619 )     $ (129,442 )     $ 953,062      $ 238,266  
Denominator:
            
Basic and diluted weighted average common shares outstanding
      2,338,586        1,579,750        6,319,000        1,579,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common share
    $ (0.08 )     $ (0.08 )     $ 0.15      $ 0.15  
  
 
 
     
 
 
     
 
 
     
 
 
  
    
For the six months ended June 30,
  
    
2024
     
2023
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income (loss) per common share:
 
         
Numerator:
            
Allocation of net income (loss)
    $ (295,408 )     $ (194,107 )     $ 1,374,656      $ 343,664  
Denominator:
            
Basic and diluted weighted average common shares outstanding
      2,404,197        1,579,750        6,319,000        1,579,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common share
    $ (0.12 )     $ (0.12 )     $ 0.22      $ 0.22  
  
 
 
     
 
 
     
 
 
     
 
 
  
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2024 and December 31, 2023, the Company had gross deferred tax assets of approximately $584,000 and $505,000, respectively, which were presented net of a full valuation allowance.
 
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
Recent Accounting Pronouncements
In June 2022, the FASB issued ASU
2022-03,
ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted
ASU 2022-03 effective
January 1, 2024, and the adoption did not have a material impact on the Company’s unaudited condensed financial statements or disclosures for the three and six months ended June 30, 2024.
v3.24.2.u1
Initial Public Offering
 6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Initial Public Offering
Note 3—Initial Public Offering
On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units at a price of $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. The Company granted the underwriter in the Initial Public Offering a
45-day
option to purchase up to 900,000 additional units, at $10.00 per unit, to cover over-allotments. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional units, generating gross proceeds of approximately $3.2 million. The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees). Each
 
unit consists of one Public Share and
one-half
of one Public Warrant. Each
w
h
o
l
e
Public Warrant entitles the holder to purchase one Public Share at a price of $11.50 per share, subject to adjustment (see Note 7).
v3.24.2.u1
Related Party Transactions
 6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions
Note 4—Related Party Transactions
Founder Shares
On March 16, 2022, the Sponsor purchased 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares” or the “Class B Shares”) for an aggregate purchase price of $25,000, pursuant to a securities subscription agreement dated March 3, 2022 by and between the Company and the Sponsor (as amended by a subscriber forfeiture and amendment No. 1 to the securities subscription agreement dated September 8, 2022 and a subscriber forfeiture and amendment No. 2 to the securities subscription agreement dated September 29, 2022
).
On September 8, 2022 and September 29, 2022, the Sponsor surrendered to the Company 718,750 and 431,250 Founder Shares, respectively, in each case for no consideration, resulting in the Sponsor owning 1,725,000 Founder Shares. The initial shareholders agreed to forfeit up to 225,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter partially exercised its over-allotment option on October 11, 2022 and waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 145,250 Founder Shares on October 11, 2022.
 
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares will be released from the lockup if the closing price of the Company’s Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,840,000 Initial Private Placement Warrants, at a price of $1.00 per Initial Private Placement Warrant, generating proceeds of approximately $2.8 million. On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of 44,660 Additional Private Placement Warrants at $1.00 per Additional Private Placement Warrant, generating additional gross proceeds of approximately $45,000.
Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, there will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants. Except as set forth below, the Private Placement Warrants
will be non-redeemable for cash
and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.
The 
Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
Promissory Note and Advances from Related Parties
On March 3, 2022, the Sponsor agreed to loan the Company an aggregate amount of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This
loan was non-interest bearing and
payable on the date on which the Company consummated the Initial Public Offering. The Company borrowed approximately $145,000 under the Note and subsequently fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after closing of its Initial Public Offering.
The Company’s Sponsor and its affiliates
have
paid for certain expenses on behalf of the Company. As of June 30, 2024 and December 31, 2023, the Company had an outstanding advances balance from such parties of approximately $216,000 and $185,000, respectively. Subsequent to June 30, 2024, the Company borrowed an additional amount of approximately $6,000 from related parties, increasing the total outstanding amount of advances to approximately $221,000.
 
Overfunding Loans
Simultaneously with the closing of the Initial Public Offering, the Sponsor extended the Overfunding Loan to the Company in an aggregate amount of $900,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended the Additional Overfunding Loan to the Company in an amount of $47,850, for an aggregate outstanding principal amount of $947,850 to be deposited in the Trust Account. Upon the closing of the initial Business Combination, the Overfunding Loans will be repaid or converted into Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion. If the Company does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Public Shareholders; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.
Convertible Promissory Note
In connection with the Contribution and advances the Sponsor may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a Convertible Note to Harry L. You, Chairman and Chief Financial Officer and an affiliate of the Sponsor with a principal amount up to $
1.75 
million. The Convertible Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination by the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the Company’s initial Business Combination, the outstanding principal of the Convertible Note may be converted into warrants, at a price of $
1.00 
per warrant, at the option of the Payee. Such warrants will have terms identical to the Private Placement Warrants.
The Company borrowed $341,667 under the Convertible Note from January through
June
2024 and an additional amount of $50,000 in July 2024, which 
increased
 the total amount outstanding under the Convertible Note to $391,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions to extend the Combination Period to August 29, 2024.
The option to convert the Convertible Note into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and June 30, 2024, the fair value of the embedded conversion option had a de minimis value.
Administrative Services Agreement
On October 4, 2022, the Company entered into an agreement pursuant to which it agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $60,000
in connection with such fees, respectively, during each of the three and six months ended June 30, 2024 and 2023 in the accompanying unaudited condensed statements of operations. The Company recorded an outstanding balance of 
$130,000 and $70,000 
as of June 30, 2024 and December 31, 2023, respectively, in connection with such fees in accrued expenses in the accompanying condensed balance sheets.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.
v3.24.2.u1
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 5—Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and the Contributions (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and the Contributions and upon conversion of the Founder Shares and the Overfunding Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
 
Underwriting Agreement
The underwriter was entitled to an underwriting discount of $0.14 per unit, or approximately $0.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $2.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
The underwriter was entitled to an additional fee of approximately $45,000, which was paid upon closing of the Partial Over-Allotment, and approximately $112,000 in deferred underwriting commissions in connection with the consummation of the Partial Over-Allotment.
v3.24.2.u1
Derivative Warrant Liabilities
 6 Months Ended
Jun. 30, 2024
Disclosure Of Derivative Warrant Liabilities [Abstract]  
Derivative Warrant Liabilities
Note 6—Derivative Warrant Liabilities
As of June 30, 2024 and December 31, 2023, the Company had an aggregate of 6,044,160 warrants outstanding, comprised of 3,159,500 Public Warrants and 2,884,660 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A Shares until the warrants expire or are redeemed. If a registration statement covering the Class A Shares 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 above, if the Company’s Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Shares 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 Shares (with such issue price or effective issue price to be determined in good faith by the 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 Class A Shares 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, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
 
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be
non-redeemable
so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Redemption of Public Warrants when the price per Public Share equals or exceeds $18.00
. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per Public Warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption, referred to
as the 30-day redemption
period; and
 
  •  
if, and only if, the closing price of the Public Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days
within a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Redemption of Public Warrants when the price per share of Public Shares equals or exceeds $10.00
. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:
 
  •  
in whole and not in part;
 
  •  
at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Public Shares; and
 
  •  
if, and only if, the closing price of Public Shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days
within the 30-trading day period
ending three trading days before the Company sends notice of redemption to the warrant holders.
The “fair market value” of Public Shares shall mean the volume weighted average price of Public Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 Public Shares per Public Warrant (subject to adjustment).
If the Company is unable to complete a Business Combination within the Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.
v3.24.2.u1
Shareholders' Deficit
 6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Shareholders' Deficit
Note 7—Shareholders’ Deficit
Preferred Stock
—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.
 
Class A Common Stock
Class A Shares
—The Company is authorized to issue 
35,000,000
 Class A Shares with a par value of $
0.0001
 per share. As of December 
31
,
2023
, there were 
6,319,000
 Class A Shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity (deficit) on the accompanying condensed balance sheet.
In connection with the Special Meeting held on January 2, 2024, a total of 3,980,414 Public Shares were redeemed. As of June 30, 2024, there were 2,338,586 Class A Shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity on the accompanying unaudited condensed balance sheet.
Class B Common Stock
Class B Shares
—The Company is authorized to issue 
5,000,000
 Class B Shares with a par value of $
0.0001
 per share. On March 16, 2022, the Company issued 
1,725,000
 Class B Shares issued and outstanding, which amount has been retroactively restated to reflect the share surrenders on September 8, 2022 and September 29, 2022 as discussed in Note 4. Of these, up to 
225,000
 Class B Shares were subject to forfeiture to the Company by the initial shareholders for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own 
20
% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter partially exercised its over-allotment option on October 11, 2022 and waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 
145,250
 Founder Shares on October 11, 2022. As of June 30, 2024 and December 31, 2023, there were 
1,579,750
 Class B Shares issued and outstanding.
Common shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class B Shares will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of Class B Shares and holders of Class A Shares will vote together as a single class, except as required by applicable law or stock exchange rule.
The Company’s Charter, as amended in connection with the Special Meeting held on January 2, 2024, provides for the right of a holder of Class B Shares to convert their Class B Shares into Class A Shares, at any time and from time to time at the election of the holder, on a
one-for-one
basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate,
on an as-converted basis, 20% of
the total number of Class A Shares outstanding after such conversion (after giving effect to any redemptions of shares of Public Shares by Public Shareholders), including the total number of Class A Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities or rights exercisable for or convertible into Class A Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans and Contributions and any Class A Shares issued to the Sponsor upon conversion of the Overfunding Loans. In no event will the conversion of Class B Shares occur on a
less than one-for-one basis.
v3.24.2.u1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 8—Fair Value Measurements
The following tables present information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, by level within the fair value hierarchy:
June 30, 2024
 
Description
   
Quoted Prices in Active
Markets
(Level 1)
     
Significant Other
Observable Inputs
(Level 2)
     
Significant Other
Unobservable Inputs
(Level 3)
  
Assets:
         
Investments held in Trust Account - U.S. Treasury Securities
(1)
    $ 24,663,767      $ —       $ —   
Liabilities:
         
Derivative warrant liabilities - Public
Warrants
    $ —       $ 473,930      $ —   
Derivative warrant liabilities - Private Warrants
    $ —       $ —       $ 432,700  
 
December 31, 2023
 
Description
   
Quoted Prices in Active
Markets

(Level 1)
     
Significant Other
Observable Inputs

(Level 2)
     
Significant Other

Unobservable Inputs

(Level 3)
  
Assets:
         
Investments held in Trust Account - U.S. Treasury Securities
(1)
    $ 67,545,266      $ —       $ —   
Liabilities:
         
Derivative warrant liabilities - Public
Warrants
    $ —       $ 473,930      $ —   
Derivative warrant liabilities - Private Warrants
    $ —       $ —       $ 432,700  
 
(1)
Includes $51,051
 and $859
 of cash balance held within the Trust Account as of June
 30, 2024 and December
 31, 2023, respectively.
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2022 when the Public Warrants were separately listed and traded. As of June 30, 2024 and December 31, 2023, the fair value measurement for Public Warrants was transferred to Level 2 measurement due to low trading volume.
Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The fair value of the Public Warrants and the Private Placement Warrants was initially measured using Black-Scholes option pricing model and Monte Carlo simulation method, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was determined using a Monte Carlo simulation method with Level 3 inputs as of June 30, 2024 and December 31, 2023. Inherent in a Black-Scholes option pricing model and a Monte Carlo simulation method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. 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 warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates of June 30, 2024 and December 31, 2023:
 
    
As of June 30, 2024
    
As of December 31, 2023
  
Exercise price
    $ 11.50     $ 11.50  
Stock price
    $ 10.72     $ 10.60  
Volatility
      5.4 %      5.1 % 
Risk-free rate
      4.24 %      3.77 % 
Dividend yield
      0.0 %      0.0 % 
 
The changes in the Level 3 fair value of the derivative warrant liabilities for the three and six months ended June 30, 2024 and 2023 are summarized as follows:
 
Balance as of December 31, 2023 - Level 3
   
$
432,700
 
Change in fair value of derivative warrant liabilities - Private Warrants
      —   
  
 
 
  
Balance as of March 31, 2024 - Level 3
   
 
432,700
 
Change in fair value of derivative warrant liabilities - Private Warrants
      —   
  
 
 
  
Balance as of June 30, 2024 - Level 3
   
$
432,700
 
  
 
 
  
Balance as of December 31, 2022 - Level 3
   
$
1,182,710
 
Change in fair value of derivative warrant liabilities - Private Warrants
      (288,470 ) 
  
 
 
  
Balance as of March 31, 2023 - Level 3
   
 
894,240
 
Change in fair value of derivative warrant liabilities - Private Warrants
      (432,690 ) 
  
 
 
  
Balance as of June 30, 2023 - Level 3
   
$
461,550
 
  
 
 
  
v3.24.2.u1
Subsequent Events
 6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events
Note 9— Subsequent Events
The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements, except as noted below.
Subsequent to June 30, 2024, the Company borrowed an additional amount of approximately $6,000 from related parties, increasing the total outstanding amount of advances to approximately $221,000.
The Company borrowed an additional amount of $50,000 in July 2024 under the Convertible Note, increasing the total amount outstanding to $391,667, and contributed the full proceeds into the Trust Account in connection with extensions to extend the Combination Period to August 29, 2024.
v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, Article 8 of Regulation
S-X.
Certain disclosures normally included in financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation of the financial position, operating results and cash flows for the periods presented have been included. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any future period.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report Form
10-K
as of December 31, 2023, as filed with the SEC on April 1, 2024, which contains the Company’s audited financial statements and notes thereto.
Emerging Growth Company
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 shareholder 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 an emerging growth 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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents
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. The Company had no cash equivalents as of June 30, 2024 and December 31, 2023.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Investments Held in Trust Account
Investments Held in Trust Account
The Company’s portfolio of investments 
is
 comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 
days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities other than for the Overfunding Loan to the Sponsor, which qualifies as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, either because of the short-term nature of the instruments or because the instrument is recognized at fair value.
Fair Value Measurements
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant Liabilities
Warrant Liabilities
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to
re-measurement at each
balance sheet date until exercised, and any change in fair value will be recognized in the unaudited condensed statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using the Black-Scholes model and the Monte Carlo simulation model, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The determination of the fair value of the derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly (see Note 8).
Convertible Note Payable – Related Parties
Convertible Note Payable – Related Parties
The option to convert the Convertible Note issued to the Payee on January 2, 2024 (see Note 4) into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value, with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and June 30, 2024, the fair value of the embedded conversion option had a de minimis value.
Use of Estimates
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.
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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative 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.
Offering Costs of Initial Public Offering
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A Shares were charged against the carrying value of Class A Shares upon the completion of the Initial Public Offering.
Public Shares Subject to Possible Redemption
Public Shares Subject to Possible Redemption
As discussed in Note 1, all of the Public Shares sold as parts of the units in the Initial Public Offering contain a redemption feature. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Therefore, the carrying value of all Public Shares has been classified outside of permanent equity. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Public Shares resulted in charges against
additional paid-in capital
(to the extent available) and accumulated deficit.
As of June 30, 2024 and December 31, 2023, the amounts of Public Shares reflected on the condensed balance sheets are reconciled in the following table:
 
Class A common stock subject to possible redemption - December 31, 2023
   
$
66,559,968
 
Plus:
   
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension
      191,667  
Less:
   
Redemption of Class A common stock subject to possible redemption
      (42,020,432 ) 
Remeasurement for Class A common stock subject to redemption
      (644,499 ) 
  
 
 
  
Class A common stock subject to possible redemption - March 31, 2024 (unaudited)
   
 
24,086,704
 
Plus:
   
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension
      150,000  
Less:
   
Remeasurement for Class A common stock subject to redemption
      (227,247 ) 
  
 
 
  
Class A common stock subject to possible redemption - June 30, 2024 (unaudited)
   
$
24,009,457
 
  
 
 
  
Net Income (Loss) per Common Share
Net Income (Loss) per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Shares and Class B Shares (or Public Shares and Founder Shares (as defined in Note 4)). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate
of 6,044,160 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock for each class of common stock for the three and six months ended June 30, 2024 and 2023:
 
    
For the three months ended June 30,
  
    
2024
     
2023
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income (loss) per common share:
 
         
Numerator:
            
Allocation of net income (loss)
    $ (191,619 )     $ (129,442 )     $ 953,062      $ 238,266  
Denominator:
            
Basic and diluted weighted average common shares outstanding
      2,338,586        1,579,750        6,319,000        1,579,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common share
    $ (0.08 )     $ (0.08 )     $ 0.15      $ 0.15  
  
 
 
     
 
 
     
 
 
     
 
 
  
    
For the six months ended June 30,
  
    
2024
     
2023
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income (loss) per common share:
 
         
Numerator:
            
Allocation of net income (loss)
    $ (295,408 )     $ (194,107 )     $ 1,374,656      $ 343,664  
Denominator:
            
Basic and diluted weighted average common shares outstanding
      2,404,197        1,579,750        6,319,000        1,579,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common share
    $ (0.12 )     $ (0.12 )     $ 0.22      $ 0.22  
  
 
 
     
 
 
     
 
 
     
 
 
  
Income Taxes
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2024 and December 31, 2023, the Company had gross deferred tax assets of approximately $584,000 and $505,000, respectively, which were presented net of a full valuation allowance.
 
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In June 2022, the FASB issued ASU
2022-03,
ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted
ASU 2022-03 effective
January 1, 2024, and the adoption did not have a material impact on the Company’s unaudited condensed financial statements or disclosures for the three and six months ended June 30, 2024.
v3.24.2.u1
Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Summary of Public Shares reflected on the balance sheet
As of June 30, 2024 and December 31, 2023, the amounts of Public Shares reflected on the condensed balance sheets are reconciled in the following table:
 
Class A common stock subject to possible redemption - December 31, 2023
   
$
66,559,968
 
Plus:
   
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension
      191,667  
Less:
   
Redemption of Class A common stock subject to possible redemption
      (42,020,432 ) 
Remeasurement for Class A common stock subject to redemption
      (644,499 ) 
  
 
 
  
Class A common stock subject to possible redemption - March 31, 2024 (unaudited)
   
 
24,086,704
 
Plus:
   
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension
      150,000  
Less:
   
Remeasurement for Class A common stock subject to redemption
      (227,247 ) 
  
 
 
  
Class A common stock subject to possible redemption - June 30, 2024 (unaudited)
   
$
24,009,457
 
  
 
 
  
Summary Of Earnings Per Share, Basic And Diluted
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock for each class of common stock for the three and six months ended June 30, 2024 and 2023:
 
    
For the three months ended June 30,
  
    
2024
     
2023
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income (loss) per common share:
 
         
Numerator:
            
Allocation of net income (loss)
    $ (191,619 )     $ (129,442 )     $ 953,062      $ 238,266  
Denominator:
            
Basic and diluted weighted average common shares outstanding
      2,338,586        1,579,750        6,319,000        1,579,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common share
    $ (0.08 )     $ (0.08 )     $ 0.15      $ 0.15  
  
 
 
     
 
 
     
 
 
     
 
 
  
    
For the six months ended June 30,
  
    
2024
     
2023
  
    
Class A
     
Class B
     
Class A
     
Class B
  
Basic and diluted net income (loss) per common share:
 
         
Numerator:
            
Allocation of net income (loss)
    $ (295,408 )     $ (194,107 )     $ 1,374,656      $ 343,664  
Denominator:
            
Basic and diluted weighted average common shares outstanding
      2,404,197        1,579,750        6,319,000        1,579,750  
  
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common share
    $ (0.12 )     $ (0.12 )     $ 0.22      $ 0.22  
  
 
 
     
 
 
     
 
 
     
 
 
  
v3.24.2.u1
Fair Value Measurements (Tables)
 6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fairvalue Assets And Liabilities Measured On Recurring And Nonrecurring Basis
The following tables present information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, by level within the fair value hierarchy:
June 30, 2024
 
Description
   
Quoted Prices in Active
Markets
(Level 1)
     
Significant Other
Observable Inputs
(Level 2)
     
Significant Other
Unobservable Inputs
(Level 3)
  
Assets:
         
Investments held in Trust Account - U.S. Treasury Securities
(1)
    $ 24,663,767      $ —       $ —   
Liabilities:
         
Derivative warrant liabilities - Public
Warrants
    $ —       $ 473,930      $ —   
Derivative warrant liabilities - Private Warrants
    $ —       $ —       $ 432,700  
 
December 31, 2023
 
Description
   
Quoted Prices in Active
Markets

(Level 1)
     
Significant Other
Observable Inputs

(Level 2)
     
Significant Other

Unobservable Inputs

(Level 3)
  
Assets:
         
Investments held in Trust Account - U.S. Treasury Securities
(1)
    $ 67,545,266      $ —       $ —   
Liabilities:
         
Derivative warrant liabilities - Public
Warrants
    $ —       $ 473,930      $ —   
Derivative warrant liabilities - Private Warrants
    $ —       $ —       $ 432,700  
 
(1)
Includes $51,051
 and $859
 of cash balance held within the Trust Account as of June
 30, 2024 and December
 31, 2023, respectively.
Schedule of Fair Value Measurement Inputs and Valuation
The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates of June 30, 2024 and December 31, 2023:
 
    
As of June 30, 2024
    
As of December 31, 2023
  
Exercise price
    $ 11.50     $ 11.50  
Stock price
    $ 10.72     $ 10.60  
Volatility
      5.4 %      5.1 % 
Risk-free rate
      4.24 %      3.77 % 
Dividend yield
      0.0 %      0.0 % 
Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation
The changes in the Level 3 fair value of the derivative warrant liabilities for the three and six months ended June 30, 2024 and 2023 are summarized as follows:
 
Balance as of December 31, 2023 - Level 3
   
$
432,700
 
Change in fair value of derivative warrant liabilities - Private Warrants
      —   
  
 
 
  
Balance as of March 31, 2024 - Level 3
   
 
432,700
 
Change in fair value of derivative warrant liabilities - Private Warrants
      —   
  
 
 
  
Balance as of June 30, 2024 - Level 3
   
$
432,700
 
  
 
 
  
Balance as of December 31, 2022 - Level 3
   
$
1,182,710
 
Change in fair value of derivative warrant liabilities - Private Warrants
      (288,470 ) 
  
 
 
  
Balance as of March 31, 2023 - Level 3
   
 
894,240
 
Change in fair value of derivative warrant liabilities - Private Warrants
      (432,690 ) 
  
 
 
  
Balance as of June 30, 2023 - Level 3
   
$
461,550
 
  
 
 
  
v3.24.2.u1
Description of Organization and Business Operations - Additional Information (Detail) - USD ($)
 1 Months Ended 6 Months Ended
Jan. 02, 2024
Oct. 11, 2022
Oct. 04, 2022
Mar. 03, 2022
Jul. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Jan. 04, 2024
Dec. 31, 2023
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Deferred Underwriting Commissions Noncurrent           $ 2,100,000      
Proceeds from related party debt           0 $ 57,812    
Payments to Acquire Restricted Investments   $ 64,100,000       $ 341,667 0    
Term of restricted investments   185 days              
Payment per share to acquire restricted shares   $ 10.15              
Temporary equity redemption price per share           $ 10.15      
Minimum Net Worth Required for Compliance           $ 5,000,001      
Percentage of public shares that can be transferred without any restriction           15.00%      
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination           100.00%      
Threshold number of business days for redemption           10 days      
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities           $ 100,000      
Per share amount in the trust account minimum           $ 10.15      
Per share amount in the trust account maximum           $ 10.15      
Cash           $ 405,955     $ 9
Net working capital           1,600,000      
Advance from related parties           215,566     185,121
Percentage of redemption of public shares incase of non completion of initial business combination   100.00%              
Redemption of shares               3,980,414  
Amount paid to shares redeemed               $ 42,000,000  
Tangible assets value $ 5,000,001         5,000,001      
Proceeds from convertible debt           341,667 $ 0    
Convertible debt current           341,667     $ 0
Percentage of shares to be reedemed 100.00%                
Borrowings [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Proceeds from related party debt           $ 391,667      
Convertible Debt [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Interest on convertible note $ 0                
Minimum [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Prospective assets of acquire as a percentage of fair value of assets in the trust account           80.00%      
Business combination period           15 months      
Maximum [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Business combination period           21 months      
Sponsor [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Debt instrument, face amount               41,667  
Debt instrument, convertible, conversion price $ 1                
Convertible promissory note issued $ 1,750,000                
Issuance of convertible note           $ 1,750,000      
Sponsor [Member] | Borrowings [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Proceeds from related party debt         $ 6,000 341,667      
Sponsor [Member] | Initial Overfunding Loan [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Proceeds from related party debt   $ 900,000              
Debt instrument, face amount     $ 900,000            
Sponsor [Member] | Additional Overfunding Loan [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Proceeds from related party debt   47,850              
Debt instrument, face amount   $ 47,850              
Sponsor [Member] | Extension Loans [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Debt instrument, face amount           631,900   $ 50,000  
Sponsor [Member] | Promissory Note [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Proceeds from related party debt       $ 145,000          
Debt instrument, face amount           145,000      
Related Party [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Advance from related parties           $ 216,000      
Private Placement Warrants [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Class of warrants or rights issue of warrants during the period units           2,840,000      
Class of warrants or rights issue price per share           $ 1      
Proceeds from the issuance of warrants           $ 2,800,000      
Additional Private Placement Warrants [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Class of warrants or rights issue of warrants during the period units   44,660              
Class of warrants or rights issue price per share   $ 1              
Over-Allotment Option [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Shares issued price per share     $ 10            
Deferred Underwriting Fee           $ 112,000      
Private Placement [Member] | Private Placement Warrants [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Class of warrants or rights issue of warrants during the period units     2,840,000            
Class of warrants or rights issue price per share     $ 1            
Proceeds from the issuance of warrants     $ 2,800,000            
Private Placement [Member] | Additional Private Placement Warrants [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Class of warrants or rights issue of warrants during the period units   44,660              
Class of warrants or rights issue price per share   $ 1              
Proceeds from the issuance of warrants   $ 45,000              
Common Class A [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Temporary equity redemption price per share           $ 10.27     $ 10.53
Common Class A [Member] | IPO [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Stock issued during the period shares new issues     6,000,000            
Shares issued price per share     $ 10            
Proceeds from issuance initial public offering     $ 60,000,000            
Deferred Underwriting Commissions Noncurrent     2,100,000            
Offering Costs Allocated To Derivative Warrant Liabilities     26,000            
Payment of stock issuance costs     $ 3,700,000            
Common Class A [Member] | Over-Allotment Option [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Stock issued during the period shares new issues   319,000              
Deferred Underwriting Fee   $ 112,000              
Payment of stock issuance costs   156,000              
Proceeds from the issuance of common stock   $ 3,200,000              
Common Class B [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Proceeds from the issuance of common stock           $ 25,000      
Subsequent Event [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Proceeds from convertible debt         50,000        
Convertible debt current         391,667        
Subsequent Event [Member] | Sponsor [Member] | Borrowings [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Proceeds from related party debt         6,000        
Advance from related parties         221,000        
Subsequent Event [Member] | Related Party [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Advance from related parties         $ 221,000        
Nonconsolidated Investees, Other [Member] | Minimum [Member]                  
Organization Consolidation And Presentation Of Financial Statements [Line Items]                  
Equity method investment, ownership percentage           50.00%      
v3.24.2.u1
Summary of Significant Accounting Policies (Detail) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Accounting Policies [Line Items]    
Cash equivalents at carrying value $ 0 $ 0
Cash FDIC insured amount 250,000  
Unrecognized tax benefits 0 0
Unrecognized tax benefits income tax penalties and interest accrued $ 0 $ 0
v3.24.2.u1
Summary of Significant Accounting Policies - Summary of Public Shares reflected on the balance sheet (Detail) - USD ($)
 3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Dec. 31, 2023
Temporary Equity [Line Items]        
Class A common stock subject to possible redemption $ 24,009,457     $ 66,559,968
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension 150,000 $ 191,667 $ 495,973  
Common Class A [Member]        
Temporary Equity [Line Items]        
Class A common stock subject to possible redemption 24,009,457 24,086,704   $ 66,559,968
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension 150,000 191,667    
Redemption of Class A common stock subject to possible redemption   (42,020,432)    
Remeasurement for Class A common stock subject to redemption $ (227,247) $ (644,499)    
v3.24.2.u1
Summary of Significant Accounting Policies - Summary Of Earnings Per Share, Basic And Diluted (Detail) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Numerator:            
Allocation of net income (loss) $ (321,061) $ (168,454) $ 1,191,328 $ 526,992 $ (489,515) $ 1,718,320
Common Class A [Member]            
Numerator:            
Allocation of net income (loss) $ (191,619)   $ 953,062   $ (295,408) $ 1,374,656
Denominator:            
Weighted average shares outstanding, basic 2,338,586   6,319,000   2,404,197 6,319,000
Weighted average shares outstanding, diluted 2,338,586   6,319,000   2,404,197 6,319,000
Basic net income (loss) per share $ (0.08)   $ 0.15   $ (0.12) $ 0.22
Diluted net income (loss) per share $ (0.08)   $ 0.15   $ (0.12) $ 0.22
Common Class B [Member]            
Numerator:            
Allocation of net income (loss) $ (129,442)   $ 238,266   $ (194,107) $ 343,664
Denominator:            
Weighted average shares outstanding, basic 1,579,750   1,579,750   1,579,750 1,579,750
Weighted average shares outstanding, diluted 1,579,750   1,579,750   1,579,750 1,579,750
Basic net income (loss) per share $ (0.08)   $ 0.15   $ (0.12) $ 0.22
Diluted net income (loss) per share $ (0.08)   $ 0.15   $ (0.12) $ 0.22
v3.24.2.u1
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
 11 Months Ended
Dec. 31, 2022
Jun. 30, 2024
Dec. 31, 2023
Investment threshold period 185 days    
Deferred tax assets   $ 584,000 $ 505,000
Common Class A [Member] | Warrant [Member]      
Warrant to purchase common stock shares   6,044,160  
v3.24.2.u1
Initial Public Offering (Detail) - USD ($)
Oct. 11, 2022
Oct. 04, 2022
Jun. 30, 2024
Initial Public Offering Disclosure [Line Items]      
Deferred underwriting commissions noncurrent     $ 2,100,000
Class of warrants or rights number of securities covered by each warrant or right     0.361
Class of warrants or rights exercise price of warrants or rights     $ 11.5
Public Warrant [Member]      
Initial Public Offering Disclosure [Line Items]      
Class of warrants or rights number of securities covered by each warrant or right     1
Class of warrants or rights exercise price of warrants or rights     $ 11.5
IPO [Member] | Common Class A [Member]      
Initial Public Offering Disclosure [Line Items]      
Stock issued during the period shares new issues   6,000,000  
Shares issued price per share   $ 10  
Proceeds from issuance initial public offering   $ 60,000,000  
Payment of stock issuance costs   3,700,000  
Deferred underwriting commissions noncurrent   2,100,000  
Offering costs allocated to derivative warrant liabilities   $ 26,000  
Over-Allotment Option [Member]      
Initial Public Offering Disclosure [Line Items]      
Shares issued price per share   $ 10  
Overallotment option vesting period   45 days  
Common stock shares subscribed but not issued   900,000  
Deferred underwriting fee     $ 112,000
Over-Allotment Option [Member] | Common Class A [Member]      
Initial Public Offering Disclosure [Line Items]      
Stock issued during the period shares new issues 319,000    
Payment of stock issuance costs $ 156,000    
Proceeds from the issuance of common stock 3,200,000    
Deferred underwriting fee $ 112,000    
v3.24.2.u1
Related Party Transactions - Additional Information (Detail) - USD ($)
 1 Months Ended 6 Months Ended
Oct. 11, 2022
Oct. 04, 2022
Sep. 29, 2022
Sep. 08, 2022
Mar. 16, 2022
Mar. 03, 2022
Jul. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Jan. 04, 2024
Jan. 02, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]                        
Class of warrants or rights number of securities covered by each warrant or right               0.361        
Class of warrant or right, exercise price of warrants or rights               $ 11.5        
Proceeds from Related Party Debt               $ 0 $ 57,812      
Advances from related parties               215,566       $ 185,121
Proceeds from convertible debt               341,667 0      
Convertible debt current               341,667       $ 0
Borrowings [Member]                        
Related Party Transaction [Line Items]                        
Proceeds from Related Party Debt               $ 391,667        
Private Placement Warrants [Member]                        
Related Party Transaction [Line Items]                        
Class of warrants or rights issue of warrants during the period units               2,840,000        
Class of warrants or rights issue price per share               $ 1        
Proceeds from the issuance of warrants               $ 2,800,000        
Additional Private Placement Warrants [Member]                        
Related Party Transaction [Line Items]                        
Class of warrants or rights issue of warrants during the period units 44,660                      
Class of warrants or rights issue price per share $ 1                      
Proceeds from issuance of private placement $ 45,000                      
Subsequent Event [Member]                        
Related Party Transaction [Line Items]                        
Proceeds from convertible debt             $ 50,000          
Convertible debt current             391,667          
Over-Allotment Option [Member]                        
Related Party Transaction [Line Items]                        
Shares issued, Price per share   $ 10                    
Private Placement [Member] | Private Placement Warrants [Member]                        
Related Party Transaction [Line Items]                        
Class of warrants or rights issue of warrants during the period units   2,840,000                    
Class of warrants or rights issue price per share   $ 1                    
Proceeds from the issuance of warrants   $ 2,800,000                    
Private Placement [Member] | Additional Private Placement Warrants [Member]                        
Related Party Transaction [Line Items]                        
Class of warrants or rights issue of warrants during the period units 44,660                      
Class of warrants or rights issue price per share $ 1                      
Proceeds from the issuance of warrants $ 45,000                      
Common Class A [Member]                        
Related Party Transaction [Line Items]                        
Common stock shares outstanding               6,319,000       6,319,000
Common Class A [Member] | Private Placement Warrants [Member]                        
Related Party Transaction [Line Items]                        
Class of warrant or right, exercise price of warrants or rights               $ 11.5        
Common Class A [Member] | Private Placement [Member]                        
Related Party Transaction [Line Items]                        
Class of warrants or rights number of securities covered by each warrant or right               1        
Common Class B [Member]                        
Related Party Transaction [Line Items]                        
Common stock shares outstanding         1,725,000     1,579,750       1,579,750
Common Class B [Member] | Over-Allotment Option [Member]                        
Related Party Transaction [Line Items]                        
Common stock shares subject to forfeiture               225,000        
Founder [Member] | Common Class B [Member]                        
Related Party Transaction [Line Items]                        
Stock issued during period, shares, issued for services         2,875,000              
Shares issued, Price per share         $ 0.0001              
Stock issued during period, value, issued for services         $ 25,000              
Common stock shares outstanding               1,725,000        
Stock surrendered during the period shares     431,250 718,750                
Founder [Member] | Common Class B [Member] | Over-Allotment Option [Member]                        
Related Party Transaction [Line Items]                        
Common stock shares subject to forfeiture               225,000        
Stock forfeited during the period shares 145,250                      
Sponsor [Member]                        
Related Party Transaction [Line Items]                        
Debt instrument, face amount                   $ 41,667    
Debt instrument, convertible, conversion price                     $ 1  
Sponsor [Member] | Borrowings [Member]                        
Related Party Transaction [Line Items]                        
Proceeds from Related Party Debt             6,000 $ 341,667        
Sponsor [Member] | Promissory Note [Member]                        
Related Party Transaction [Line Items]                        
Debt instrument, face amount               145,000        
Proceeds from notes payable to related party current           $ 200,000            
Proceeds from Related Party Debt           $ 145,000            
Sponsor [Member] | Initial Overfunding Loan [Member]                        
Related Party Transaction [Line Items]                        
Debt instrument, face amount   900,000                    
Proceeds from Related Party Debt $ 900,000                      
Sponsor [Member] | Additional Overfunding Loan [Member]                        
Related Party Transaction [Line Items]                        
Debt instrument, face amount 47,850                      
Proceeds from Related Party Debt 47,850                      
Sponsor [Member] | OverFunding Loans [Member]                        
Related Party Transaction [Line Items]                        
Debt instrument, face amount $ 947,850                      
Sponsor [Member] | Administration And Support Services [Member]                        
Related Party Transaction [Line Items]                        
Related party transaction, amounts of transaction   $ 10,000                    
Sponsor [Member] | Administrative Service Agreement [Member]                        
Related Party Transaction [Line Items]                        
Related party transaction, selling, general and administrative expenses from transactions with related party               30,000 $ 60,000      
Related party transaction accrued expenses from transactions with related party               $ 130,000       $ 70,000
Sponsor [Member] | Subsequent Event [Member] | Borrowings [Member]                        
Related Party Transaction [Line Items]                        
Proceeds from Related Party Debt             6,000          
Advances from related parties             221,000          
Sponsor [Member] | Common Class A [Member]                        
Related Party Transaction [Line Items]                        
Share price               $ 12        
Number of trading days for determining share price               20 days        
Number of consecutive trading days for determining the share price               30 days        
Waiting period after which the share trading days are considered               150 days        
Sponsor [Member] | Common Class A [Member] | OverFunding Loans [Member]                        
Related Party Transaction [Line Items]                        
Debt instrument, convertible, conversion price               $ 10        
Sponsor [Member] | Founder [Member] | Common Class B [Member]                        
Related Party Transaction [Line Items]                        
Percentage of common stock issued and outstanding               20.00%        
Related Party [Member]                        
Related Party Transaction [Line Items]                        
Advances from related parties               $ 216,000        
Related Party [Member] | Officer [Member]                        
Related Party Transaction [Line Items]                        
Advances from related parties               216,000       $ 185,000
Related Party [Member] | Promissory Note [Member]                        
Related Party Transaction [Line Items]                        
Notes payable to related party current               $ 0        
Related Party [Member] | Subsequent Event [Member]                        
Related Party Transaction [Line Items]                        
Advances from related parties             $ 221,000          
v3.24.2.u1
Commitments and Contingencies - Additional Information (Detail)
 6 Months Ended
Jun. 30, 2024
USD ($)
$ / shares
Loss Contingencies [Line Items]  
Underwriting discount | $ / shares $ 0.14
Underwriting discount aggregate amount $ 800,000
Additional fee per unit | $ / shares $ 0.35
Deferred Underwriting Commissions Noncurrent $ 2,100,000
Over-Allotment Option [Member]  
Loss Contingencies [Line Items]  
Underwriting discount aggregate amount 45,000
Deferred Underwriting Fee $ 112,000
v3.24.2.u1
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares
 2 Months Ended 6 Months Ended
Mar. 31, 2022
Jun. 30, 2024
Schedule Of Derivative Warrant Liabilities [Line Items]    
Class of Warrant or Right, Outstanding   6,044,160
Class of warrant or right, exercise price of warrants or rights   $ 11.5
Proceeds from equity used for funding business combination as a percentage of the total   60.00%
Number of consecutive trading days for determining volume weighted average price of shares   20 days
Number of trading days for determining the share price   10 days
Class of warrants or rights number of securities covered by each warrant or right   0.361
Common Class A [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Threshold issue price for capital raising purpose in connection with closing of business combination   $ 9.2
Warrant exercise price, description   the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
Public Warrants [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Class of Warrant or Right, Outstanding   3,159,500
Number of days after consummation of business combination within which the securities shall be registered   15 days
Number of days after which business combination within which securities registration shall be effective   60 days
Warrants and rights outstanding term   5 years
Public Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Share price   $ 18
Class of warrants or rights redemption price per unit   0.01%
Minimum notice period to be given to the holders of warrants   30 days
Number of trading days for determining the share price   20 days
Number of consecutive trading days for determining the share price   30 days
Public Warrants [Member] | Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Share price   $ 10
Class of warrants or rights redemption price per unit   0.10%
Minimum notice period to be given to the holders of warrants   30 days
Number of trading days for determining the share price   20 days
Number of consecutive trading days for determining the share price   30 days
Public Warrants [Member] | Common Class A [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Volume weighted average price per share $ 9.2  
Public Warrants [Member] | After the completion of a Business Combination [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Period after which the warrants are exercisable   30 days
Public Warrants [Member] | From the closing of the Initial Public Offering [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Period after which the warrants are exercisable   12 months
Private Placement Warrants [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Class of Warrant or Right, Outstanding   2,884,660
Private Placement Warrants [Member] | Common Class A [Member]    
Schedule Of Derivative Warrant Liabilities [Line Items]    
Class of warrant or right, exercise price of warrants or rights   $ 11.5
v3.24.2.u1
Shareholders' Deficit - Additional Information (Detail) - $ / shares
 6 Months Ended
Oct. 11, 2022
Jun. 30, 2024
Jan. 02, 2024
Dec. 31, 2023
Mar. 16, 2022
Class of Stock [Line Items]          
Preferred stock shares authorized   1,000,000   1,000,000  
Preferred stock par or stated value per share   $ 0.0001   $ 0.0001  
Preferred stock shares issued   0   0  
Preferred stock shares outstanding   0   0  
Financial instruments subject to mandatory redemption, settlement terms, number of shares     3,980,414    
Conversion of Class B To Class A Common Stock [Member]          
Class of Stock [Line Items]          
Common stock, voting rights   one vote      
Percentage of the total number of ordinary shares outstanding after conversion   20.00%      
Common Class A [Member]          
Class of Stock [Line Items]          
Common stock shares authorized   35,000,000   35,000,000  
Common stock par or stated value per share   $ 0.0001   $ 0.0001  
Common stock shares issued   6,319,000   6,319,000  
Common stock shares outstanding   6,319,000   6,319,000  
Temporary Equity, Shares Outstanding   2,338,586   6,319,000  
Common Class B [Member]          
Class of Stock [Line Items]          
Common stock shares authorized   5,000,000   5,000,000  
Common stock par or stated value per share   $ 0.0001   $ 0.0001  
Common stock shares issued   1,579,750   1,579,750 1,725,000
Common stock shares outstanding   1,579,750   1,579,750 1,725,000
Percentage of common stock issued and outstanding after the initial public offering   20.00%      
Common stock, conversion basis   one-for-one      
Common Class B [Member] | Over-Allotment Option [Member]          
Class of Stock [Line Items]          
Common stock shares subject to forfeiture   225,000      
Stock forfeiture during the period 145,250        
v3.24.2.u1
Fair Value Measurements - Schedule of Fairvalue Assets And Liabilities Measured On Recurring And Nonrecurring Basis (Detail) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative Liability, Statement of Financial Position [Extensible Enumeration] Derivative Liability, Noncurrent Derivative Liability, Noncurrent
Cash [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash balance held within the Trust Account $ 51,051 $ 859
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 0 0
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 0 0
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash balance held within the Trust Account 24,663,767 67,545,266
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 473,930 473,930
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 0 0
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash balance held within the Trust Account 0 0
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 0 0
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 432,700 432,700
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash balance held within the Trust Account $ 0 $ 0
v3.24.2.u1
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation (Detail) - Fair Value, Inputs, Level 3 [Member]
Jun. 30, 2024
Dec. 31, 2023
Measurement Input, Exercise Price [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative asset (liability) net, measurement input 11.5 11.5
Measurement Input, Share Price [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative asset (liability) net, measurement input 10.72 10.6
Measurement Input, Price Volatility [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative asset (liability) net, measurement input 5.4 5.1
Measurement Input, Risk Free Interest Rate [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative asset (liability) net, measurement input 4.24 3.77
Measurement Input, Expected Dividend Rate [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative asset (liability) net, measurement input 0 0
v3.24.2.u1
Fair Value Measurements - Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) - USD ($)
 3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]        
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Fair Value Adjustment of Warrants Fair Value Adjustment of Warrants Fair Value Adjustment of Warrants Fair Value Adjustment of Warrants
Fair Value, Inputs, Level 3 [Member]        
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]        
Balance as of December 31, 2023 - Level 3 $ 432,700 $ 432,700 $ 894,240 $ 1,182,710
Change in fair value of derivative warrant liabilities - Private Warrants 0 0 (432,690) (288,470)
Balance as of June 30, 2024 - Level 3 $ 432,700 $ 432,700 $ 461,550 $ 894,240
v3.24.2.u1
Subsequent Events - Additional Information (Detail) - USD ($)
 1 Months Ended 6 Months Ended
Jul. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Subsequent Event [Line Items]        
Proceeds from convertible debt   $ 341,667 $ 0  
Convertible debt current   341,667   $ 0
Proceeds from related party debt   0 $ 57,812  
Advance from related parties   215,566   $ 185,121
Related Party [Member]        
Subsequent Event [Line Items]        
Advance from related parties   216,000    
Borrowings [Member]        
Subsequent Event [Line Items]        
Proceeds from related party debt   391,667    
Borrowings [Member] | Sponsor [Member]        
Subsequent Event [Line Items]        
Proceeds from related party debt $ 6,000 $ 341,667    
Subsequent Event [Member]        
Subsequent Event [Line Items]        
Proceeds from convertible debt 50,000      
Convertible debt current 391,667      
Subsequent Event [Member] | Related Party [Member]        
Subsequent Event [Line Items]        
Advance from related parties 221,000      
Subsequent Event [Member] | Borrowings [Member] | Sponsor [Member]        
Subsequent Event [Line Items]        
Proceeds from related party debt 6,000      
Advance from related parties $ 221,000      
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