Business Combination and Agreements - The Company entered into a business combination agreement with Ace Green Recycling, with the expectation of issuing up to 10,500,000 shares of common stock as Earnout Shares[271]. - The Company has entered into various voting and support agreements with shareholders to facilitate the business combination[272][273]. - The Company has extended the deadline for its initial business combination to September 14, 2025, with a deposit of 25,000intotheTrustAccount[279].−TheCompanyplanstocontinueincurringsignificantcostsinpursuitofitsacquisitionplans,withnoassuranceofsuccessincompletingthebusinesscombination[269].−TheCompanyfacessubstantialdoubtaboutitsabilitytocontinueasagoingconcernifitcannotcompleteabusinesscombinationbySeptember14,2025[324].FinancialPerformanceandPosition−FortheyearendedDecember31,2024,thecompanyreportedanetlossof2,648,946, consisting of operating expenses of 3,402,952andfinancecostsof78,039, offset by interest income of 850,641frominvestmentsheldintheTrustAccount[297].−Thecompanyhadcashusedinoperatingactivitiesof2,944,606 for the year ended December 31, 2024, with net cash provided by investing activities amounting to 21,571,727[305].−AsofDecember31,2024,theaccumulatedinterestincomeearnedoninvestmentsheldintheTrustAccountamountedto21,929,730[303]. - The Company has a working capital deficit of 9,284,859asofDecember31,2024,indicatingliquiditychallenges[315].−TotalborrowingsundertheWorkingCapitalLoansstructureincreasedfrom360,060 in 2023 to 1,155,205in2024,reflectingasignificantriseinfundingneeds[322].ComplianceandRegulatoryIssues−TheCompanyreceivednoticesofnoncompliancefromNYSEAmericanforfailingtotimelyfilerequiredreports,leadingtopotentialdelistingproceedings[285].−TheCompanyhasnotobtainedcommitmentsforadditionalfundingtomeettaxandoperationalobligationsasofthereportdate[314].−TheCompanyissubjecttoapotential10250,000,000 from the sale of 25,000,000 units[298]. - The company issued unsecured promissory notes totaling 2,822,182tovariousexecutivesandtheSponsor,withtermsincludinginterestratesof6600,000 and 200,000toitsCEOandPresident,respectively,bothaccruinginterestat61,500,000 unsecured promissory note was issued to the Sponsor for working capital purposes, with 800,000drawndownasofApril10,2024[320].−TheCompanyhasenteredintoaSubscriptionAgreementwithPolarforanadditional500,000 to fund working capital and extensions for business combination deadlines[321]. Accounting and Reporting Standards - The Company accounts for public and private placement warrants as equity-classified instruments based on specific terms and applicable guidance, qualifying for equity accounting treatment[336]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but management does not expect a material impact on financial statements[337]. - ASU 2023-07 requires annual and interim disclosures of significant segment expenses and is effective for fiscal years beginning after December 15, 2023, with early adoption permitted[338]. - Management believes that no other recently issued accounting standards will have a material effect on the consolidated financial statements[339]. - As a "smaller reporting company," the Company is not required to provide quantitative and qualitative disclosures about market risk[341]. Operational Costs and Expenses - The Company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[296]. - The company incurred offering costs for its initial public offering amounting to 14,420,146,including5,000,000 in underwriting fees[301]. - The company recorded an aggregate excise tax payable of 3,501,166asofDecember31,2024,includinginterestandpenalties[309].−TheCompanyhasnolong−termdebtorcapitalleaseobligations,butincursamonthlyfeeof10,000 to the Sponsor for office space and administrative services[327].
