UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41039

PERCEPTION CAPITAL CORP IV.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

3109 W. 50th Street Minneapolis, MN		55410
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (952) 456-5300

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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	RCFA.U	The New York Stock Exchange
Class A ordinary shares, 0.0001 par value	RCFA	The New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	RCFA WS	The New York Stock Exchange

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ~~May~~September 2311, 2024, there were 10,527,671 Class A ordinary shares, par value $0.0001, issued and outstanding, including 5,749,999 Non-Redeemable Class A ordinary shares issued and outstanding, and one Class B ordinary share, $0.0001 par value, issued and outstanding.

PERCEPTION CAPITAL CORP IV.

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH~~JUNE 3130, 2024

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023		1
Condensed Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023		1
Unaudited Condensed Statements of Operations for the three months ended March 31, 2024 and 2023		2
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 months ended March 31, 2024 and 2023		3
Unaudited Condensed Statements of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit for the three and six months ended June 30, 2024 and 2023		3
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023		4
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		21
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		29
Item 4. Controls and Procedures		29
Part II. Other Information		30
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities		30
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		30
Item 4. Mine Safety Disclosures		30
Item 5. Other Information		30
Item 6. Exhibits		31
Part III. Signatures		32

PART I. FINANCIAL INFORMATION

~~PERCEPTION~~ITEM ~~CAPITAL CORP IV~~1. ~~CONDENSED~~FINANCIAL ~~BALANCE SHEETS~~STATEMENTS

	March 31,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Current assets
Cash	$	44,202		$	222,581
Prepaid expenses		359,815			407,235
Due from related party		6,474			—
Total current assets		410,491			629,816
Cash and investments held in Trust Account		53,649,992			52,977,929
Total Assets	$	54,060,483		$	53,607,745
LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$	465,151		$	118,682
Convertible senior secured promissory note		1,050,000			1,000,000
Derivative liability		73,005			7,273
Total current liabilities		1,588,156			1,125,955
Non-current liabilities
Deferred underwriting commissions		8,050,000			8,050,000
Warrant liabilities		1,245,840			1,162,320
Total non-current liabilities		9,295,840			9,212,320
Total Liabilities		10,883,996			10,338,275
COMMITMENTS AND CONTINGENCIES (NOTE 7)
REDEEMABLE CLASS A ORDINARY SHARES
Redeemable Class A ordinary shares, $0.0001 par value; 4,777,672 shares issued and outstanding subject to possible redemption, at approximately $11.21 and $11.07 redemption value at March 31, 2024 and December 31, 2023, respectively		53,549,992			52,877,929
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2024 and December 31, 2023		—			—
Class A ordinary shares; $0.0001 par value; 200,000,000 shares authorized; 5,749,999 and 5,749,999 shares issued and outstanding, respectively, at March 31, 2024 and December 31, 2023 (excluding shares subject to redemption)		575			575
Class B ordinary shares; $0.0001 par value; 20,000,000 shares authorized; one share issued and outstanding at March 31, 2024 and December 31, 2023		—			—
Additional paid-in capital		2,785,720			3,457,783
Accumulated deficit		(13,159,800	)		(13,066,817	)
Total Shareholders’ Deficit		(10,373,505	)		(9,608,459	)
Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit	$	54,060,483		$	53,607,745

PERCEPTION CAPITAL CORP IV.
CONDENSED BALANCE SHEETS

See accompanying notes to the unaudited condensed financial statements

	June 30,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Current assets
Cash	$	25,214		$	222,581
Prepaid expenses		223,894			407,235
Total current assets		249,108			629,816

Cash held in Trust Account		54,330,929			52,977,929
Total Assets	$	54,580,037		$	53,607,745

LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$	670,905		$	118,682
Convertible senior secured promissory note		1,150,000			1,000,000
Derivative liability		147,474			7,273
Total current liabilities		1,968,379			1,125,955

Non-current liabilities
Warrant liabilities		1,489,440			1,162,320
Total non-current liabilities		1,489,440			1,162,320
Total Liabilities		3,457,819			2,288,275

COMMITMENTS AND CONTINGENCIES (NOTE 8)
REDEEMABLE CLASS A ORDINARY SHARES
Redeemable Class A ordinary shares, $0.0001 par value; 4,777,672 shares issued and outstanding subject to possible redemption, at approximately $11.35 and $11.07 redemption value at June 30, 2024 and December 31, 2023, respectively		54,230,929			52,877,929

SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2024 and December 31, 2023		—			—
Class A ordinary shares; $0.0001 par value; 200,000,000 shares authorized; 5,749,999 shares issued and outstanding, at June 30, 2024 and December 31, 2023 (excluding shares subject to redemption)		575			575
Class B ordinary shares; $0.0001 par value; 20,000,000 shares authorized; one share issued and outstanding at June 30, 2024 and December 31, 2023		—			—
Additional paid-in capital		2,104,783			3,457,783
Accumulated deficit		(5,214,069	)		(5,016,817	)
Total Shareholders’ Deficit		(3,108,711	)		(1,558,459	)
Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit	$	54,580,037		$	53,607,745

1See accompanying notes to the unaudited condensed financial statements

~~PERCEPTION CAPITAL CORP IV.~~1

~~UNAUDITED~~PERCEPTION ~~CONDENSED~~CAPITAL ~~STATEMENTS~~CORP ~~OF OPERATIONS~~IV.

	For the Three Months Ended March 31,
	2024			2023
EXPENSES
General and administrative expenses	$	615,794		$	1,313,385
Loss from operations		(615,794	)		(1,313,385	)
OTHER INCOME (EXPENSE)
Change in fair value of warrant liability		(83,520	)		(696,000	)
Change in fair value of derivative liability		(16,436	)		—
Interest expense – debt discount		(49,296	)		—
Interest earned in Trust Account		672,063			2,545,173
Total other income, net		522,811			1,849,173
NET (LOSS) INCOME ALLOCABLE TO COMMON SHAREHOLDERS	$	(92,983	)	$	535,788
WEIGHTED AVERAGE SHARES OUTSTANDING OF REDEEMABLE ORDINARY SHARES, BASIC AND DILUTED		4,777,672			23,000,000
BASIC AND DILUTED NET (LOSS) INCOME PER SHARE, REDEEMABLE ORDINARY SHARES	$	0.07		$	0.04
WEIGHTED AVERAGE SHARES OUTSTANDING OF NON-REDEEMABLE ORDINARY SHARES, BASIC AND DILUTED		5,750,000			5,750,000
BASIC AND DILUTED NET (LOSS) INCOME PER SHARE, NON-REDEEMABLE ORDINARY SHARES	$	(0.07	)	$	(0.07	)

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

See accompanying notes to the unaudited condensed financial statements

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
EXPENSES
General and administrative expenses	$	467,137		$	2,516,771		$	1,082,931		$	3,830,157
Loss from operations		(467,137	)		(2,516,771	)		(1,082,931	)		(3,830,157	)

OTHER INCOME (EXPENSE)
Change in fair value of warrant liabilities		(243,600	)		(464,000	)		(327,120	)		(1,160,000	)
Change in fair value of derivative liability		(25,173	)		—			(41,609	)		—
Interest expense – debt discount		(49,296	)		—			(98,592	)		—
Interest earned in Trust Account		680,937			2,188,695			1,353,000			4,733,869
Total other income, net		362,868			1,724,695			885,679			3,573,869

NET (LOSS) INCOME	$	(104,269	)	$	(792,076	)	$	(197,252	)	$	(256,288	)

WEIGHTED AVERAGE SHARES OUTSTANDING OF REDEEMABLE ORDINARY SHARES, BASIC AND DILUTED		4,777,672			17,842,619			4,777,672			20,407,062
BASIC AND DILUTED NET INCOME PER SHARE, REDEEMABLE ORDINARY SHARES	$	0.07		$	0.00		$	0.14		$	0.05
WEIGHTED AVERAGE SHARES OUTSTANDING OF NON-REDEEMABLE ORDINARY SHARES, BASIC AND DILUTED		5,750,000			5,750,000			5,750,000			5,750,000
BASIC AND DILUTED NET LOSS PER SHARE, NON-REDEEMABLE ORDINARY SHARES	$	(0.07	)	$	(0.15	)	$	(0.15	)	$	(0.21	)

2See accompanying notes to the unaudited condensed financial statements

~~PERCEPTION CAPITAL CORP IV.~~2

~~UNAUDITED~~PERCEPTION ~~CONDENSED~~CAPITAL ~~STATEMENTS~~CORP ~~OF CHANGES IN REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT~~IV.

~~FOR~~UNAUDITED ~~THE~~CONDENSED ~~THREE~~STATEMENTS ~~MONTHS~~OF ~~ENDED~~CHANGES ~~MARCH~~IN REDEEMABLE ~~31,~~CLASS ~~2024~~A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

					Shareholders’ Deficit
	Redeemable Class A				Class A Ordinary				Class B Ordinary				Additional						Total
	Ordinary Shares				Shares				Shares				paid-in			Accumulated			shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		capital			deficit			deficit
Balance, December 31, 2023		4,777,672	$	52,877,929		5,749,999	$	575		1	$	—	$	3,457,783		$	(13,066,817	)	$	(9,608,459	)
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption		—		672,063		—		—		—		—		(672,063	)		—			(672,063	)
Net loss		—		—		—		—		—		—		—			(92,983	)		(92,983	)
Balance, March 31, 2024		4,777,672	$	53,549,992		5,749,999	$	575		1	$	—	$	2,785,720		$	(13,159,800	)	$	(10,373,505	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2023

					Shareholders’ Deficit
	Redeemable Class A				Class A Ordinary				Class B Ordinary				Additional						Total
	Ordinary Shares				Shares				Shares				paid-in			Accumulated			shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		capital			deficit			deficit
Balance, December 31, 2023		4,777,672	$	52,877,929		5,749,999	$	575		1	$	—	$	3,457,783		$	(5,016,817	)	$	(1,558,459	)
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption		—		672,063		—		—		—		—		(672,063	)		—			(672,063	)
Net loss		—		—		—		—		—		—		—			(92,983	)		(92,983	)
Balance, March 31, 2024 (Restated)		4,777,672	$	53,549,992		5,749,999	$	575		1	$	—	$	2,785,720		$	(5,109,800	)	$	(2,323,505	)
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption		—		680,937		—		—		—		—		(680,937	)		—			(680,937	)
Net loss		—		—		—		—		—		—		—			(104,269	)		(104,269	)
Balance, June 30, 2024		4,777,672	$	54,230,929		5,749,999	$	575		1	$	—	$	2,104,783		$	(5,214,069	)	$	(3,108,711	)

					Shareholders’ Deficit
	Redeemable Class A				Class A Ordinary				Class B Ordinary				Additional					Total
	Ordinary Shares				Shares				Shares				paid-in		Accumulated			shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		capital		deficit			deficit
Balance, December 31, 2022		23,000,000	$	237,941,214		—	$	—		5,750,000	$	575	$	—	$	(9,906,251	)	$	(9,905,676	)
Remeasurement of Redeemable Class A ordinary shares subject to possible redemption		—		2,545,173		—		—		—		—		—		(2,545,173	)		(2,545,173	)
Net income		—		—		—		—		—		—		—		535,788			535,788
Balance, March 31, 2023		23,000,000	$	240,486,387		—	$	—		5,750,000	$	575	$	—	$	(11,915,636	)	$	(11,915,061	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

See accompanying notes to the unaudited condensed financial statements

							Shareholders’ Deficit
	Redeemable Class A						Class A Ordinary				Class B Ordinary						Additional					Total
	Ordinary Shares						Shares				Shares						paid-in		Accumulated			shareholders’
	Shares			Amount			Shares		Amount		Shares			Amount			capital		deficit			deficit
Balance, December 31, 2022		23,000,000		$	237,941,214			—	$	—		5,750,000		$	575		$	—	$	(9,906,251	)	$	(9,905,676	)
Remeasurement of Redeemable Class A Ordinary Shares subject to possible redemption		—			2,545,173			—		—		—			—			—		(2,545,173	)		(2,545,173	)
Net income		—			—			—		—		—			—			—		535,788			535,788
Balance, March 31, 2023		23,000,000		$	240,486,387			—	$	—		5,750,000		$	575		$	—	$	(11,915,636	)	$	(11,915,061	)
Redemption of Redeemable Class A Ordinary Shares		(9,985,568	)		(104,889,892	)		—		—		—			—			—		—			—
Remeasurement of Redeemable Class A Ordinary Shares subject to possible redemption		—			2,653,211			—		—		—			—			—		(2,653,211	)		(2,653,211	)
Conversion of Non-Redeemable Class B Ordinary Shares to Non-Redeemable Class A Ordinary Shares		—			—			5,749,999		575		(5,749,999	)		(575	)		—		—			—
Net income		—			—			—		—		—			—			—		(792,076	)		(792,076	)
Balance, June 30, 2023		13,014,432		$	138,249,706			5,749,999	$	575		1		$	—		$	—	$	(15,360,923	)	$	(15,360,348	)

3See accompanying notes to the unaudited condensed financial statements

~~PERCEPTION CAPITAL CORP IV.~~3

~~UNAUDITED~~PERCEPTION ~~CONDENSED~~CAPITAL ~~STATEMENTS~~CORP ~~OF CASH FLOWS~~IV.

	For the Three Months Ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(92,983	)	$	535,788
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liability		83,520			696,000
Change in fair value of derivative liability		16,436			—
Interest expense – debt discount		49,296			—
Interest earned in Trust Account		(672,063	)		(2,545,173	)
Changes in operating assets and liabilities:
Prepaid expenses		47,420			120,715
Due from related party		(6,474	)		—
Accounts payable and accrued expenses		346,469			798,969
Net cash flows used in operating activities		(228,379	)		(393,701	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sponsor convertible note	$	—		$	1,250,000
Proceeds from promissory note		50,000			—
Net cash flows provided by financing activities		50,000			1,250,000
NET CHANGE IN CASH		(178,379	)		856,299
CASH, BEGINNING OF PERIOD		222,581			41,276
CASH, END OF PERIOD	$	44,202		$	897,575
Supplemental disclosure of noncash activities:
Change in value of Class A subject to possible redemption	$	672,063		$	2,545,173

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

See accompanying notes to the unaudited condensed financial statements

	For the Six Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(197,252	)	$	(256,288	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liabilities		327,120			1,160,000
Change in fair value of derivative liability		41,609			—
Interest expense – debt discount		98,592			—
Interest earned in Trust Account		(1,353,000	)		(4,733,869	)
Changes in operating assets and liabilities:
Prepaid expenses		183,341			222,536
Accounts payable and accrued expenses		552,223			2,053,312
Net cash flows used in operating activities		(347,367	)		(1,554,309	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account in connection with redemption	$	—		$	104,889,892
Investment of cash in Trust Account		—			(464,516	)
Net cash flows provided by investing activities		—			104,425,376

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sponsor notes - related party	$	—		$	2,550,000
Proceeds from promissory note		150,000			—
Redemption of Redeemable Class A Ordinary Shares		—			(104,889,892	)
Net cash flows provided by (used in) financing activities		150,000			(102,339,892	)

NET CHANGE IN CASH		(197,367	)		531,175
CASH, BEGINNING OF PERIOD		222,581			41,276
CASH, END OF PERIOD	$	25,214		$	572,451
Supplemental disclosure of noncash activities:
Change in value of Class A subject to possible redemption	$	1,353,000		$	5,198,384

4See accompanying notes to the unaudited condensed financial statements

~~PERCEPTION CAPITAL CORP IV.~~4

~~NOTES~~PERCEPTION TOCAPITAL ~~UNAUDITED~~CORP ~~CONDENSED FINANCIAL STATEMENTS~~IV.

~~Note~~NOTES 1TO -UNAUDITED ~~Description~~CONDENSED ofFINANCIAL ~~Organization and Business Operations~~STATEMENTS

~~Perception~~Note ~~Capital~~1 ~~Corp~~- ~~IV.~~Description ~~(the “Company”) was incorporated in the Cayman Islands on June 9, 2021. The Company was formed for the purpose~~ of ~~effecting~~Organization aand ~~merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “~~Business ~~Combination”).~~ ~~The Company’s original sponsor was RCF VII Sponsor LLC, a Delaware limited liability company (the “Original Sponsor”).~~ Operations

OnPerception ~~November~~Capital 2,Corp ~~2023,~~IV. ~~the Original Sponsor entered into a Securities Purchase Agreement~~ (the “~~SPA~~Company”) was ~~with~~incorporated ~~Perception~~in ~~Capital~~the ~~Partners~~Cayman IVIslands ~~LLC~~on ~~(the~~June ~~“Buyer” or “New Sponsor”)~~9, ~~pursuant~~2021. toThe ~~which,~~Company ~~among~~was ~~other~~formed ~~things,~~for the ~~Buyer~~purpose ~~acquired~~of ~~certain~~effecting ofa ~~the~~merger, ~~Original~~capital ~~Sponsor’s~~stock ~~(i)~~exchange, asset ~~Class~~acquisition, Astock ~~Ordinary Shares~~purchase, ~~par~~reorganization ~~value~~or ~~$0.0001~~similar ~~per~~business ~~share~~combination ~~(“Class~~with Aone ~~Ordinary~~or ~~Shares”),~~more ofbusinesses (the “Business Combination”). The Company’s ~~and~~original ~~(ii)~~sponsor ~~private~~was ~~placement~~RCF ~~warrants~~VII ~~(together with~~Sponsor ~~the~~LLC, ~~Class~~a ADelaware ~~Ordinary~~limited ~~Shares,~~liability company (the “~~Securities~~Original Sponsor”).

On November 62, 2023, inthe ~~connection~~Original ~~with~~Sponsor ~~the closing~~entered ~~(“Closing”)~~into ofa ~~the~~Securities ~~transactions~~Purchase ~~contemplated~~Agreement by (the “SPA,”) ~~the~~with ~~Company~~Perception ~~entered~~Capital ~~into~~Partners aIV ~~Joinder~~LLC ~~Agreement~~ (the “~~Joinder~~Buyer”~~) to~~ ~~that~~or ~~certain~~“New Sponsor”), ~~Registration~~pursuant ~~Rights~~to ~~Agreement~~which, ~~dated~~among ~~November~~other 9things, ~~2021, with~~ the ~~Original~~Buyer ~~Sponsor~~acquired ~~and~~certain ~~New~~of ~~Sponsor. Pursuant~~ the ~~Joinder, New~~Original Sponsor’s ~~will~~(i) ~~receive~~Class ~~the~~A ~~same~~Ordinary Shares, ~~rights~~par ~~and~~value ~~benefits~~$0.0001 ~~with~~per ~~respect~~share ~~to its newly acquired~~ (“Class A Ordinary Shares”), ~~(as~~of ~~defined~~the ~~below)~~Company and (ii) private placement warrants as(together with the ~~Original Sponsor has with respect to its~~ Class A Ordinary Shares, ~~and~~the ~~private placement warrants~~“Securities”).

InOn ~~connection with the Closing of the transactions contemplated by the SPA, on~~ November 6, 2023~~: (i) each of the Company’s then-current directors~~, ~~James~~in ~~McClements,~~connection ~~Sunny~~with ~~S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors, and~~ the ~~Company accepted~~closing ~~their resignations;~~ (ii“Closing”) ~~the~~of ~~vacancies on~~ the ~~Company’s~~transactions ~~board~~contemplated ~~of directors caused~~ by ~~such~~the ~~resignations were filled by Scott Honour~~SPA, ~~Rick~~ ~~Gaenzle,~~the R.Company ~~Rudolph~~entered ~~Reinfrank,~~into ~~Thomas~~a J.Joinder ~~Abood~~Agreement ~~and Karrie Willis~~ (the “~~New Directors~~Joinder”); to ~~(iii)~~that ~~each~~certain ofRegistration ~~the~~Rights ~~Company’s then-current~~Agreement ~~officers,~~dated ~~Sunny~~November S.9, ~~Shah~~2021, ~~Thomas~~with M.the ~~Boehlert~~Original Sponsor and ~~Rebecca~~New ~~Coffelt,~~Sponsor. ~~resigned~~Pursuant asthe ~~Chief Executive Officer~~Joinder, ~~Chief Financial Officer,~~ ~~and~~New ~~Secretary,~~Sponsor ~~respectively,~~will ~~and~~receive the ~~Company~~same ~~accepted~~rights ~~their resignations;~~ and ~~(iv)~~benefits ~~the~~with ~~appointments~~respect ofto ~~Rick~~its ~~Gaenzle~~newly asacquired ~~Chief~~Class ~~Executive Officer,~~A ~~John~~Ordinary ~~Stanfield~~Shares (as ~~Chief~~defined ~~Financial~~below) ~~Officer~~ and private ~~Secretary,~~placement ~~Scott~~warrants ~~Honour~~ as ~~Chairman of~~ the ~~Board,~~Original ~~and~~Sponsor ~~Tao~~has ~~Tan~~with asrespect ~~President~~to ~~(the “New~~its ~~Officers”)~~Class ~~became~~A ~~effective.~~Ordinary R.Shares ~~Rudolph Reinfrank, Thomas J. Abood~~ and ~~Karrie~~private ~~Willis~~placement ~~will serve as members of the Company’s Audit Committee, Nominating Committee and Compensation Committee~~warrants.

OnIn connection with the Closing of the transactions contemplated by the SPA, on November 6, 2023,: (i) each of the ~~Original~~Company’s ~~Sponsor~~then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors, and the Company accepted ~~New~~their ~~Sponsor~~resignations; ~~consummated~~(ii) the ~~transactions~~vacancies ~~contemplated~~on the Company’s board of directors caused by ~~the~~such ~~SPA~~resignations ~~pursuant~~were tofilled ~~which~~by Scott Honour, Rick ~~among~~Gaenzle, ~~other~~R. ~~things~~Rudolph Reinfrank, Thomas J. Abood and Karrie Willis (the “New ~~Sponsor~~Directors”); ~~acquired~~(iii) ~~certain~~each of the ~~Original Sponsor~~Company’s then-current ~~(i)~~officers, ~~Class~~Sunny AS. ~~Ordinary~~Shah, ~~Shares~~Thomas M. Boehlert and Rebecca Coffelt, resigned as Chief Executive Officer, Chief Financial Officer, and Secretary, respectively, and the Company accepted their resignations; and (iiiv) ~~private~~the ~~placement~~appointments ~~warrants~~of Rick Gaenzle as Chief Executive Officer, ~~subject~~John toStanfield as Chief Financial Officer and Secretary, Scott Honour as Chairman of the ~~terms~~Board, and ~~conditions~~Tao ~~described~~Tan as President (the in“New Officers”) became effective. R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis will serve as members of the ~~SPA~~Company’s Audit Committee, Nominating Committee and Compensation Committee.

On ~~January~~November 196, ~~2024~~2023, the ~~Company~~Original ~~received~~Sponsor ~~a notice~~and ~~from the~~ New ~~York~~Sponsor ~~Stock~~consummated ~~Exchange (~~the ~~“NYSE”)~~transactions ~~that~~contemplated itby ~~was not in compliance with~~ the ~~NYSE’s~~SPA ~~continued~~pursuant ~~listing~~to ~~requirements. Specifically~~which, ~~the~~among ~~NYSE~~other ~~advised~~things, ~~the~~New ~~Company~~Sponsor ~~that~~acquired itcertain isof the ~~not~~Original inSponsor’s ~~compliance~~(i) ~~with~~Class ~~Section~~A ~~802.01B~~Ordinary ofShares ~~the~~and ~~NYSE~~(ii) ~~Listed~~private ~~Company~~placement ~~Manual~~warrants, ~~which requires~~subject ~~an NYSE-listed company~~ to ~~maintain~~the aterms ~~minimum~~and ofconditions ~~300~~described in ~~public~~the ~~stockholders on a continuous basis~~SPA.

~~The~~On January 19, 2024, the Company ~~submitted~~received a ~~business~~notice from ~~plan~~the toNew York Stock Exchange (the “NYSE ~~demonstrating~~”) ~~the~~that ~~Company’s~~it ~~ability~~was tonot ~~regain~~in compliance with the NYSE’s ~~rules.~~continued ~~The~~listing ~~NYSE~~requirements. Specifically, ~~has accepted~~ the ~~plan~~NYSE ~~and~~advised ~~as a result,~~ the Company isthat ~~subject~~it tois ~~quarterly~~not ~~monitoring~~in ~~for~~ compliance with ~~the~~Section ~~business~~802.01B ~~plan~~of ~~and~~ the ~~Company’s~~NYSE ~~common~~Listed ~~stock~~Company ~~will~~Manual, ~~continue~~which torequires ~~trade~~an ~~on the~~ NYSE-listed ~~during~~company ~~the~~to ~~period,~~maintain ~~subject~~a tominimum ~~the~~of ~~Company’s~~300 ~~compliance~~public ~~with~~stockholders ~~other~~on ~~NYSE~~a ~~continued~~continuous ~~listing requirements~~basis.

The Company’s ~~units,~~submitted ~~Class~~a Abusiness ~~Ordinary~~plan ~~Shares and warrants will continue~~ to ~~be traded on~~ the NYSE demonstrating ~~under~~ the ~~symbols~~Company’s ~~“RCFA.U”,~~ability ~~“RCFA”,~~to ~~and~~regain ~~“RCFA~~compliance ~~WS”, respectively,~~with ~~subject to~~ the ~~Company~~NYSE’s ~~compliance~~rules. ~~with~~The ~~other~~ NYSE ~~continued~~has ~~listing~~accepted ~~requirements, with~~ the ~~addition~~plan ofand as a ~~suffix~~result, ~~indicating~~ the ~~“below~~Company ~~compliance”~~is ~~status~~subject ofto ~~its~~quarterly ~~ordinary~~monitoring ~~shares,~~for ~~such~~compliance aswith ~~“RCFA.BC.” In~~ the ~~event~~business ~~that~~plan and the Company ~~fails~~’s tocommon ~~restore~~stock ~~its~~will ~~compliance~~continue to ~~with~~trade on the ~~continued~~NYSE ~~listing~~during ~~standards~~the ofperiod, ~~Section~~subject ~~802.01B,~~to the ~~Common~~Company’s ~~Stock~~compliance ~~will~~with beother ~~subject to~~ NYSE~~’s suspension~~ ~~and~~continued ~~delisting~~listing ~~procedures~~requirements.

AsThe ofCompany’s ~~March 31~~units, ~~2024,~~Class ~~the~~A ~~Company~~Ordinary ~~had~~Shares and ~~not~~warrants ~~commenced~~will ~~any~~continue ~~operations. All~~to ~~activity~~be ~~for~~traded on the ~~period~~NYSE ~~from~~under ~~June~~the 9symbols “RCFA.U”, ~~2021~~“RCFA”, ~~(inception)~~and ~~through~~“RCFA ~~March 31~~WS”, respectively, ~~2024~~subject ~~relates~~ to the Company’s ~~formation,~~compliance ~~the~~with ~~initial public~~other ~~offering~~NYSE ~~(“Public~~continued ~~Offering”)~~listing requirements, ~~redemptions~~with ~~and~~the ~~activities~~addition ~~related~~of toa ~~pursuing merger opportunities. The Company will~~suffix ~~not~~indicating ~~generate~~the ~~operating~~“below ~~revenues~~compliance” ~~prior~~status ~~to the completion~~ of aits ~~Business~~ordinary ~~Combination~~shares, ~~and~~such ~~generates~~as ~~non-operating~~“RCFA.BC.” ~~income~~In in the ~~form~~event ofthat ~~interest~~the Company ~~income~~fails onto ~~Permitted~~restore ~~Investments~~its ~~(as~~compliance ~~defined~~with ~~below)~~the ~~from~~continued ~~the~~listing ~~proceeds~~standards ~~derived~~of ~~from~~Section 802.01B, the ~~Public~~Common ~~Offering~~Stock ~~and~~will ~~extension~~be ~~payments~~subject asto ~~defined~~NYSE’s ~~under~~suspension ~~Trust~~and ~~Account~~delisting ~~in Note 1~~procedures.

~~Financing~~As of June 30, 2024, the Company had not commenced any operations. All activity for the period from June 9, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the initial public offering (“Public Offering”), redemptions and activities related to pursuing merger opportunities. The Company will not generate operating revenues prior to the completion of a Business Combination and generates non-operating income in the form of interest income on Permitted Investments (as defined below) from the proceeds derived from the Public Offering and extension payments as defined under Trust Account in Note 1.

The registration statement for the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on November 9, 2021. The Public Offering closed on November 15, 2021 (the “Closing Date”). Simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 11,700,000 warrants to purchase Class A Ordinary Shares (“Private Placement Warrants”) for $1.00 each, or $11,700,000 in the aggregate, in a private placement on the Closing Date (the “Private Placement”).5

5Financing

InThe ~~its~~registration ~~Public~~statement ~~Offering,~~for the Company ~~sold 23,000,000~~’s ~~Units~~Public atOffering awas ~~price~~declared ofeffective ~~$10.00~~by ~~per~~the ~~Unit.~~United ~~Each~~States ~~unit~~Securities ~~consists~~and ofExchange ~~one~~Commission ~~Class~~(the A“SEC”) ~~Ordinary~~on ~~Share~~November ~~and~~9, 2021. ~~one-half~~The ofPublic aOffering ~~redeemable~~closed ~~warrant~~on ~~(each~~November 15, a2021 (the “~~Public Warrant~~Closing Date”). ~~Each~~Simultaneously ~~Public~~with ~~Warrant entitles~~ the ~~holder~~closing toof ~~purchase~~the ~~one~~Public Offering, ~~Class~~the ASponsor ~~Ordinary~~purchased ~~share~~an ataggregate ~~a price~~ of $11~~.50 per share~~,700,000 ~~subject~~ warrants to ~~adjustment~~purchase ~~(see~~Class ~~Note~~A ~~6).~~Ordinary ~~The~~Shares ~~Company~~(“Private ~~intends~~Placement toWarrants”) for ~~finance~~$1.00 aeach, ~~Business~~or ~~Combination~~$11,700,000 ~~with~~in the ~~remaining~~aggregate, ~~proceeds~~in ~~from~~a ~~its~~private ~~$230,000,000~~placement ~~Public Offering~~on ~~and~~the ~~$11,700,000~~Closing Date (the “Private Placement”).

AtIn ~~the~~its ~~Closing~~Public ~~Date~~Offering, ~~proceeds~~the ofCompany ~~$241~~sold 23,~~700,~~000,000 ~~net~~Units ofat ~~underwriting~~a ~~discounts~~price of $~~4,600,000~~10.00 ~~and~~per ~~$2,500,000~~Unit. ~~designated~~Each ~~for~~unit ~~operational~~consists ~~use~~of ~~were~~one ~~deposited~~Class inA aOrdinary ~~trust~~Share ~~account with Continental Stock Transfer~~ and ~~Trust~~one-half ~~Company~~of ~~acting~~a asredeemable ~~trustee~~warrant (~~the~~each, ~~“Trust~~a ~~Account~~“Public Warrant”). asEach ~~described~~Public ~~below.~~Warrant ~~Transaction~~entitles ~~costs~~the ~~amounted~~holder to ~~$13,267,977,~~ ~~consisting~~purchase ofone ~~$12,650,000~~Class ofA ~~underwriters~~Ordinary ~~fees~~share ofat ~~which~~a ~~$8,050,000~~price ~~was~~of ~~for~~$11.50 ~~Deferred~~per ~~Underwriting~~share, ~~Commissions~~subject to adjustment (see Note 76) ~~and~~. The Company intends to finance a Business Combination with the remaining proceeds from its $~~617~~230,~~977~~000,000 ofPublic Offering ~~other~~and ~~offering~~$11,700,000 ~~costs~~Private Placement.

~~The~~At ~~Underwriters~~the ~~have~~Closing ~~agreed~~Date, toproceeds ~~waive~~of ~~their rights~~$241,700,000, tonet ~~any~~of ~~Deferred~~underwriting ~~Underwriting~~discounts ~~Commission~~of ~~held~~$4,600,000 inand ~~the~~$2,500,000 ~~Trust~~designated ~~Account~~for inoperational ~~the~~use ~~event~~were ~~the~~deposited ~~Company~~in ~~does not complete~~ a ~~Business~~trust ~~Combination~~account ~~and those amounts will be included~~ with ~~the~~Continental Stock ~~funds~~Transfer ~~held~~and ~~in the~~ Trust ~~Account that will be available to fund the redemption of the~~ Company~~’s Public~~ ~~Shares.~~acting ~~The~~as ~~Deferred~~trustee ~~Underwriting Commission will become payable to~~ (the ~~Underwriters from the amounts held in the~~ “Trust Account ~~solely~~”) inas ~~the~~described ~~event the Company completes a Business Combination~~below. ~~The~~Transaction ~~Underwriters~~costs ~~are~~amounted ~~not entitled~~ to $13,267,977, ~~receive~~consisting ~~any~~ of ~~the~~$12,650,000 ~~interest~~of ~~earned on~~underwriters ~~Trust~~fees ~~Account~~of ~~funds~~which ~~that~~$8,050,000 ~~would~~was befor ~~used to pay the~~ Deferred Underwriting ~~Commission.~~Commissions ~~The~~(see ~~Deferred~~Note ~~Underwriting Commission has been recorded~~8) asand a$617,977 ~~deferred~~of ~~liability~~other onoffering ~~the balance sheets~~costs.

OfThe ~~the~~Underwriters ~~$241,700,000~~have ~~total~~agreed ~~proceeds~~to ~~from~~waive ~~the~~their ~~Public~~rights ~~Offering~~to ~~and~~any ~~Private~~Deferred ~~Placement,~~Underwriting ~~$234,600,000~~Commission ~~was~~held ~~deposited~~in ~~into~~ the Trust Account onin the ~~Closing~~event ~~Date.~~the ~~The~~Company ~~funds~~does innot ~~the~~complete ~~Trust~~a ~~Account~~Business Combination and those amounts will be ~~invested~~included ~~only~~with the funds held in ~~U.S.~~the ~~government~~Trust ~~treasury~~Account ~~obligations~~that ~~with~~will abe ~~maturity~~available ofto ~~185~~fund ~~days~~the orredemption ~~less~~of orthe inCompany’s Public ~~money~~Shares. ~~market~~The ~~funds~~Deferred ~~meeting~~Underwriting ~~certain conditions~~Commission ~~under~~will ~~Rule~~become ~~2a-7~~payable ~~under~~to the ~~Investment~~Underwriters ~~Company~~from ~~Act~~the ~~which~~amounts ~~invest~~held ~~only~~ in ~~direct~~the ~~U.S.~~Trust ~~government~~Account solely ~~treasury~~in ~~obligations~~the ~~(collectively “Permitted~~event ~~Investments”).~~the ~~Funds~~Company ~~will~~completes ~~remain~~a inBusiness ~~the~~Combination. ~~Trust~~The ~~Account~~Underwriters ~~except~~are ~~for~~not ~~the~~entitled ~~withdrawal~~to receive any of the interest earned on ~~the~~Trust Account funds that ~~may~~would be ~~released~~used to pay the ~~Company~~Deferred toUnderwriting ~~pay~~Commission. ~~taxes~~The Deferred Underwriting Commission has been recorded as a deferred liability on the balance sheets.

~~The~~On ~~Company’s~~October ~~management~~26, ~~has~~2023 ~~broad~~and ~~discretion with~~November ~~respect~~6, to2023, the underwriters ~~specific~~for ~~application of~~ the ~~net~~Company’s ~~proceeds~~Initial ~~of the~~ Public Offering, ~~although~~consisting ~~substantially all~~ of ~~the~~Barclays ~~net~~Capital ~~proceeds~~Inc. ~~of the~~and ~~Public~~Citigroup ~~Offering~~Global ~~are~~Markets ~~intended~~Inc., agreed to bewaive ~~generally~~all ~~applied~~rights ~~toward~~to ~~consummating~~their arespective ~~Business~~portion ~~Combination with (or acquisition~~ of) ~~a target business. The Company is focused on sponsoring~~ the ~~public~~underwriting ~~listing~~commissions ~~of a company that combines attractive business fundamentals with,~~ (or ~~with~~ ~~the~~approximately ~~potential for strong environmental, social and governance principles and practices through a Business Combination~~$8.1 Asmillion) ~~used herein, the target business must be~~ with ~~one~~respect ~~or more target businesses that together have an aggregate fair market value equal~~ to ~~at least 80% of the balance in the Trust Account (less~~ any ~~Deferred Underwriting Commissions and taxes payable on interest earned on the Trust Account)~~future atBusiness ~~the time of the Company signing a definitive agreement~~Combination.

Of the $241,700,000 total proceeds from the Public Offering and Private Placement, $234,600,000 was deposited into the Trust Account on the Closing Date. The funds in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations (collectively “Permitted Investments”). Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes.

OnThe ~~May 9, 2023, the~~ Company’s ~~held~~management anhas ~~extraordinary~~broad discretion ~~general~~with ~~meeting~~respect ofto ~~shareholders (~~the ~~“Extraordinary~~specific ~~General~~application ~~Meeting”).~~of At the ~~Extraordinary~~net ~~General~~proceeds ~~Meeting,~~of the ~~Company’s shareholders~~Public ~~approved~~Offering, ~~several~~although ~~proposals~~substantially toall ~~amend~~of the ~~Company’s~~net ~~Amended~~proceeds ~~and Restated Memorandum and Articles~~ of ~~Association (the~~ ~~“Charter”)~~the toPublic ~~(i)~~Offering ~~extend~~are ~~the~~intended ~~date~~to bybe ~~which~~generally ~~the~~applied ~~Company~~toward ~~must~~consummating ~~consummate~~ a Business Combination ~~from~~with ~~May 15, 2023 to May 15, 2024~~ (~~the~~or ~~“Extended~~acquisition ~~Date”~~of), ~~(ii)~~a ~~permit~~target business. ~~the~~The Company’s ~~board~~is offocused ~~directors, in its sole discretion, to elect to wind up the Company’s operations~~ on ansponsoring ~~earlier date than~~ the ~~Extended~~public ~~Date~~listing asof ~~determined~~a bycompany ~~the~~that ~~Board~~combines ~~and~~attractive ~~included~~business infundamentals ~~a public announcement~~with, or ~~(iii)~~with ~~eliminate from~~ the ~~Charter~~potential ~~the~~for ~~limitation~~strong ~~that~~environmental, ~~the~~social ~~Company~~and ~~may~~governance ~~not~~principles ~~redeem~~and ~~public~~practices ~~shares~~through ina anBusiness ~~amount~~Combination. ~~that~~As ~~would~~used ~~cause~~ herein, the ~~Company’s net~~target ~~tangible~~business ~~assets~~must to be ~~less~~with ~~than~~one ~~$5,000,001~~or inmore ~~connection~~target ~~with~~businesses ~~the~~that ~~Company’s~~together ~~Business~~have ~~Combination,~~an ~~and~~aggregate ~~(iv)~~fair ~~provide~~market ~~for~~value ~~the~~equal ~~right of~~to aat ~~holder~~least 80% of the ~~Company’s~~balance ~~Class~~in Bthe ~~ordinary~~Trust ~~shares,~~Account ~~par~~(less ~~value~~any ~~$0.0001~~Deferred ~~per~~Underwriting ~~share,~~Commissions toand ~~convert~~taxes ~~into~~payable ~~Class~~on Ainterest ~~Ordinary~~earned ~~Shares~~ on ~~a one-for-one~~the ~~basis~~Trust ~~prior~~Account) at to the ~~closing~~time of ~~Business Combination at~~ the ~~election~~Company ofsigning ~~the~~a ~~holder~~definitive agreement.

Additionally, on May 9, 2023, the Company held the Extraordinary General Meeting, in connection with which, shareholders holding an aggregate of 9,985,568 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.50 per share (the “Redemption”), for an aggregate redemption amount of $104,889,892 of the funds held in the Company’s Trust Account.

On ~~December~~May 59, 2023, atthe Company held an ~~Extraordinary~~extraordinary general ~~General~~meeting ~~Meeting~~of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved anseveral ~~amendment~~proposals to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “~~Memorandum~~Charter”) ~~extending~~ to (i) extend the ~~deadline~~date by which the Company must consummate ana ~~initial~~Business ~~business~~Combination ~~combination~~ from May 15, ~~2024~~2023 to ~~November~~May 15, 2024 ~~provided that~~(the “Extended Date”), (ii) permit the Company’s ~~make~~board aof ~~payment~~directors, ~~into~~in its sole discretion, to elect to wind up the ~~trust~~Company’s ~~account~~operations ~~for~~on an earlier date than the ~~first~~Extended ~~three-month~~Date ~~extension~~as ~~(from~~determined ~~December~~by ~~15,~~the ~~2023~~Board ~~through~~and ~~March~~included ~~15,~~in ~~2024)~~a public announcement, ~~equal~~(iii) toeliminate from the ~~lesser~~Charter ofthe ~~$150,000~~limitation orthat ~~$0.045~~the ~~per~~Company ~~share~~may ofnot ~~Class~~redeem Apublic ~~Ordinary~~shares ~~Shares~~in ~~entitled~~an amount that would cause the Company’s net tangible assets to ~~redemption~~be ~~rights~~less ~~and~~than ~~thereafter~~$5,000,001 ain ~~payment~~connection with the Company’s Business Combination, and (iv) provide for the right of ~~equal~~a toholder of the ~~lesser~~Company’s ofClass ~~$50~~B ordinary shares,~~000~~ orpar value $0.~~015~~0001 per ~~Public~~share, ~~Share~~to ~~per~~convert ~~month~~into ~~through~~Class ~~November~~A ~~15,~~Ordinary ~~2024.~~Shares ~~Shareholders~~on ~~also~~a one-for-one ~~approved~~basis anprior ~~amendment~~ to ~~change~~ the ~~name~~closing of ~~the~~Business ~~Company~~Combination ~~from~~at ~~RCF~~the ~~Acquisition~~election ~~Corp.~~of tothe ~~Perception Capital Corp~~holder. ~~IV.~~

6Additionally, on May 9, 2023, the Company held the Extraordinary General Meeting, in connection with which, shareholders holding an aggregate of 9,985,568 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.50 per share (the “Redemption”), for an aggregate redemption amount of $104,889,892 of the funds held in the Company’s Trust Account.

In connection with the extensions amendment proposal voted on at the Meeting, shareholders holding an aggregate of 8,236,760 Class A ordinary shares exercised their right to redeem their shares for approximately $10.99 per share, for an aggregate redemption amount of $90,510,679 of the funds held in the Company’s Trust Account.6

IfOn ~~the~~December ~~Company~~5, ~~does~~2023, ~~not~~at ~~complete~~an aExtraordinary ~~Business Combination~~General ~~within~~Meeting ~~this~~(the ~~period~~“Meeting”), itshareholders ~~shall~~approved ~~(i)~~an ~~cease~~amendment ~~all~~to ~~operations except for~~ the ~~purposes~~Company’s ofAmended ~~winding~~and ~~up;~~Restated ~~(ii)~~Memorandum asand ~~promptly as reasonably possible but~~Articles ~~not~~of ~~more~~Association ~~than~~(the ~~ten~~“Memorandum”) ~~business~~extending ~~days~~the ~~thereafter,~~deadline ~~redeem~~by which the ~~public~~Company ~~shares,~~must atconsummate aan ~~per~~initial ~~share~~business ~~price,~~combination from ~~payable~~May ~~in cash~~15, ~~equal~~2024 to ~~the~~November ~~aggregate~~15, ~~amount then~~2024 onprovided ~~deposit~~that in the ~~Trust~~Company ~~Account,~~make ~~including~~a ~~interest~~payment ~~earned~~into on the ~~funds~~trust inaccount ~~the~~for ~~Trust Account and not previously released to~~ the ~~Company to~~first ~~pay~~three-month ~~its taxes~~ extension (~~less~~from upDecember ~~to $100~~15,~~000~~ of2023 ~~interest~~through toMarch ~~pay~~15, ~~dissolution expenses~~2024) ~~divided~~equal byto the ~~number~~lesser of ~~then outstanding public shares~~$150, ~~which~~000 ~~redemption~~or ~~will~~$0.045 ~~completely~~per ~~extinguish~~share ~~public~~of ~~shareholders’~~Class ~~rights~~A asOrdinary ~~shareholders~~Shares ~~(including the right to receive further~~entitled ~~liquidation distributions, if any), subject~~ to ~~applicable~~redemption ~~law,~~rights and ~~(iii)~~thereafter, asa ~~promptly~~payment asof ~~reasonably~~equal ~~possible following such redemption, subject~~ to the ~~approval~~lesser of ~~the~~$50,000 ~~remaining~~or ~~shareholders~~$0.015 ~~and~~per ~~the~~Public ~~board~~Share ofper ~~directors,~~month ~~dissolve~~through ~~and liquidate~~November 15, ~~subject~~2024. inShareholders ~~each~~also ~~case~~approved toan ~~the Company’s~~amendment ~~obligations under law~~ to ~~provide~~change ~~for~~the ~~claims~~name of ~~creditors~~the ~~and~~Company ~~the~~from ~~requirements~~RCF ofAcquisition ~~other~~Corp. ~~applicable~~to ~~law~~Perception Capital Corp IV.

~~The~~In ~~Initial~~connection ~~Shareholders~~with ~~(as~~the ~~defined~~extensions inamendment ~~Note 4~~proposal ~~below)~~voted ~~and~~on at the ~~Company’s~~Meeting, ~~officers~~shareholders ~~and~~holding ~~directors~~an ~~have~~aggregate ~~entered~~of ~~into a letter agreement with the Company~~8,236,760 ~~pursuant~~Class toA ~~which~~ordinary ~~they~~shares ~~have waived~~exercised their ~~rights~~right to ~~liquidating~~redeem ~~distributions from the Trust Account with respect to~~ their ~~Founder Shares (as defined in Note 4 below)~~ ifshares ~~the~~for ~~Company~~approximately ~~fails~~$10.99 toper ~~complete a Business Combination by November 15~~share, ~~2024.~~for ~~However,~~an ifaggregate ~~the~~redemption ~~Initial~~amount ~~Shareholders~~of ~~acquire public shares after the Closing Date~~$90,510,679 ~~they~~of ~~will be entitled to liquidating distributions from~~ the ~~Trust~~funds ~~Account~~held ~~with~~in ~~respect to such public shares if~~ the Company’s Trust ~~fails to complete a Business Combination by November 15, 2024~~Account.

If the Company ~~fails~~does tonot complete a Business Combination, ~~the~~within ~~redemption~~this ofperiod, ~~the~~it ~~Company’s~~shall ~~public~~(i) ~~shares~~cease ~~will~~all ~~reduce~~operations ~~the~~except ~~book~~for ~~value~~the purposes of ~~the~~winding ~~shares~~up; ~~held~~(ii) byas ~~the~~promptly ~~Sponsor,~~as ~~who~~reasonably ~~will~~possible bebut not ~~the~~more ~~only remaining~~than ~~shareholder~~ten ~~after~~business ~~such~~days ~~redemptions.~~thereafter, Ifredeem the ~~Company~~public ~~holds~~shares, at a ~~shareholder~~per ~~vote~~share orprice, ~~there~~payable isin acash, ~~tender~~equal ~~offer~~to ~~for~~the ~~shares~~aggregate ~~in connection~~amount ~~with~~then aon ~~Business~~deposit ~~Combination~~in the Trust Account, aincluding ~~Public~~interest ~~Shareholder~~earned ~~will~~on ~~have~~the funds in the ~~right~~Trust Account and not previously released to ~~redeem~~the Company to pay its ~~shares~~taxes ~~for~~(less anup ~~amount~~to in$100,000 ~~cash~~of ~~equal~~interest to ~~its~~pay ~~pro~~dissolution ~~rata share~~expenses) ofdivided by the ~~aggregate~~number ~~amount~~of then onoutstanding ~~deposit~~public inshares, which ~~the~~redemption ~~Trust~~will ~~Account~~completely asextinguish ofpublic ~~two~~shareholders’ ~~business~~rights ~~days~~as ~~prior~~shareholders to(including the ~~consummation~~right ofto areceive ~~Business~~further liquidation ~~Combination~~distributions, ~~including~~ ~~interest~~if ~~earned~~any), onsubject ~~the~~to ~~funds~~applicable ~~held~~law, inand ~~the~~(iii) ~~Trust~~as ~~Account~~promptly ~~and~~as ~~not~~reasonably ~~previously~~possible ~~released~~following tosuch ~~the~~redemption, subject ~~Company~~ to ~~pay~~the ~~taxes.~~approval Asof athe ~~result, such~~remaining ~~shares~~shareholders ~~are~~and ~~recorded~~the atboard ~~their~~of ~~redemption~~directors, ~~amount~~dissolve and ~~classified~~liquidate, assubject ~~temporary~~in ~~equity~~each oncase to the Company’s ~~balance~~obligations ~~sheets,~~under inlaw ~~accordance~~to ~~with~~provide ~~Accounting Standards~~for ~~Codification~~claims ~~(“ASC”)~~of ~~480,~~creditors ~~“Distinguishing~~and ~~Liabilities~~the ~~from~~requirements ~~Equity~~of other applicable law.”

The ~~funds~~Initial ~~held~~Shareholders in(as ~~the~~defined ~~Trust~~in ~~Account~~Note ~~will not be~~4 ~~released~~below) ~~until~~and the ~~earliest~~Company’s ofofficers ~~(i)~~and ~~the~~directors ~~completion~~have ofentered into a ~~Business~~letter ~~Combination,~~agreement ~~(ii)~~with the ~~redemption~~Company, ofpursuant ~~the~~to ~~public~~which ~~shares~~they ifhave waived ~~the~~their ~~Company~~rights ~~has not~~to ~~completed~~liquidating adistributions ~~Business~~from ~~Combination~~the byTrust ~~November~~Account ~~15,~~with ~~2024,~~respect ~~subject~~ to ~~applicable~~their ~~law,~~Founder orShares (~~iii)~~as ~~the~~defined ~~redemption~~in ofNote ~~the~~4 ~~public~~below) if ~~shares~~the ~~properly submitted~~Company infails ~~connection~~to ~~with~~complete a ~~shareholder~~Business ~~vote~~Combination toby ~~amend~~November ~~the~~15, ~~amended~~2024. ~~and~~However, ~~restated~~if ~~memorandum~~the ~~and~~Initial ~~articles~~Shareholders ofacquire ~~association~~public ~~(A) that would~~shares ~~modify~~after the ~~substance~~Closing orDate, ~~timing~~they ofwill ~~the~~be ~~Company~~entitled ~~obligation~~ to ~~allow~~liquidating ~~redemption~~distributions infrom ~~connection~~the ~~with~~Trust aAccount ~~Business~~with ~~Combination~~respect or to ~~redeem~~such ~~100% of the Company’s~~ public shares if the Company ~~has~~fails ~~not~~to ~~consummated~~complete a Business Combination by November 15, 2024 ~~or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity~~.

~~Liquidity~~If the Company fails to complete a Business Combination, the ~~Capital~~redemption ~~Resources~~of the Company’s public shares will reduce the book value of the shares held by the Sponsor, who will be the only remaining shareholder after such redemptions. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account and ~~Going~~not ~~Concern~~previously released to the Company to pay taxes. As a result, such shares are recorded at their redemption amount and classified as temporary equity on the balance sheets, in accordance with Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

AsThe funds held in the Trust Account will not be released until the earliest of ~~March~~(i) ~~31,~~the ~~2024~~completion of a Business Combination, (ii) the ~~Company~~redemption ~~had~~of ~~$44,202~~the inpublic ~~its~~shares ~~operating~~if ~~bank~~the Company has ~~accounts~~not completed a Business Combination by November 15, ~~$53~~2024,~~649~~ subject to applicable law,~~992~~ inor ~~cash~~(iii) ~~held~~the redemption of the public shares properly submitted in connection with a shareholder vote to amend the ~~Trust~~amended ~~Account~~and ~~(Note~~restated 2memorandum and articles of association (A) that would modify the substance or timing of the Company obligation to beallow ~~used~~redemption ~~for~~in connection with a Business Combination or to ~~repurchase or~~ redeem ~~its~~100% ~~ordinary~~of the Company’s public shares inif ~~connection~~the ~~therewith~~Company ~~and~~has not consummated a ~~working~~Business ~~capital~~Combination ~~deficit~~by ofNovember $115,~~177,665~~ 2024 or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity.

~~Until the consummation of a business combination~~Liquidity, ~~the~~ ~~Company~~Capital ~~will~~Resources ~~be using the funds held outside of the Trust Account primarily to find~~ and ~~evaluate~~Going target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.Concern

7As of June 30, 2024, the Company had $25,214 in its operating bank accounts, $54,330,929 in cash held in the Trust Account (Note 2) to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $1,719,271.

~~The~~Until ~~Company~~the ~~has~~consummation ~~incurred~~of ~~and~~a ~~expects~~business ~~to continue~~combination, tothe ~~incur significant costs in pursuit of its acquisition plans. The~~ Company ~~anticipates~~will ~~that~~be using the ~~cash~~funds held outside of the Trust Account as ofprimarily ~~March~~to ~~31,~~find ~~2024,~~and ~~will~~evaluate ~~not~~target bebusinesses, ~~sufficient~~perform tobusiness, legal, ~~allow~~and ~~the~~accounting ~~Company~~due todiligence ~~operate~~on ~~until~~prospective ~~November~~target 15businesses, ~~2024,~~travel ~~the~~to ~~extended~~and ~~date~~from ~~at which~~ the ~~Company must~~offices, ~~complete~~plants aor ~~Business~~similar ~~Combination.~~locations Ifof ~~the~~prospective target ~~Company~~businesses isor ~~unable~~their torepresentatives ~~complete~~or aowners, ~~Business~~review ~~Combination~~corporate bydocuments ~~November~~and ~~15,~~material ~~2024,~~agreements ~~then~~of ~~the~~prospective ~~Company~~target businesses, ~~will~~and ~~cease~~structure, ~~all~~negotiate ~~operations~~and ~~except~~complete ~~for~~a ~~the~~Business ~~purpose of liquidating~~Combination.

If the Company completes the initial business combination, the Company will repay any loaned amounts. In the event that the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.7

InThe ~~connection with the~~ Company’s ~~assessment of~~has ~~going~~incurred ~~concern~~and ~~considerations~~expects into ~~accordance~~continue to ~~with~~incur ~~Financial~~significant ~~Accounting~~costs ~~Standard~~in ~~Board’s~~pursuit ~~Accounting Standards Update (“ASU”) 2014-15, “Disclosures~~ of ~~Uncertainties~~its ~~about~~acquisition anplans. ~~Entity’s~~The ~~Ability~~Company toanticipates ~~Continue~~that asthe acash ~~Going~~held ~~Concern,”~~outside ~~while~~of the ~~Company~~Trust Account ~~expects~~as ~~to have sufficient access to additional sources~~ of ~~capital~~June ~~under~~30, ~~the Sponsor Convertible Note~~2024, ~~there~~will isnot nobe ~~current~~sufficient ~~obligation on~~to ~~the~~allow ~~part of~~ the ~~Sponsor~~Company to ~~provide~~operate ~~additional~~until ~~capital~~November ~~and~~15, no2024, ~~assurances~~the ~~can~~extended bedate ~~provided~~at ~~that~~which ~~such~~the ~~additional capital will ultimately~~Company bemust ~~available~~complete ifa ~~necessary~~Business Combination. InIf the ~~event that the~~ Company ~~does~~is ~~not~~unable ~~consummate~~to complete a Business Combination onby ~~or before~~ November 15, 2024 ~~(or such earlier date as determined by the board of Directors and included in a public announcement)~~, then the Company will cease all operations except for the purpose of liquidating. Management has determined that substantial doubt exists about the Company’s ability to continue as a going concern due to the need to obtain additional capital from the Sponsor to address the Company’s liquidity condition, the date for mandatory liquidation and subsequent dissolution. The Sponsor is not obligated to advance additional capital. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 15, 2024.

~~Risks~~If ~~and~~the ~~Uncertainties~~Company completes the initial business combination, the Company will repay any loaned amounts. In the event that the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.

~~The~~In ~~length~~connection ~~and~~with ~~impact~~the Company’s assessment of ~~the~~going ~~ongoing~~concern ~~military conflict~~considerations ~~between~~in ~~Russia~~accordance ~~and~~with ~~Ukraine~~Financial ~~and~~Accounting ~~the~~Standard ~~most~~Board’s ~~recent~~Accounting ~~escalation~~Standards ofCodification ~~ongoing~~(“ASC”) 205-40, ~~conflict~~“Going inConcern,” while the ~~Middle~~Company ~~East~~expects ~~are~~to ~~highly~~have ~~unpredictable,~~sufficient ~~it could~~access ~~lead~~ to ~~market~~additional ~~disruptions,~~sources ~~including~~of ~~significant~~capital ~~volatility~~under inthe ~~commodity~~Sponsor Convertible ~~prices~~Note, ~~credit~~there ~~and~~is no current obligation on the part of the Sponsor to provide additional capital ~~markets,~~and asno ~~well~~assurances ascan ~~supply~~be provided ~~chain~~that ~~interruptions~~such additional capital will ultimately be available if necessary. AsIn the event that the Company does not consummate a ~~result~~Business Combination on or before November 15, ~~these~~2024 ~~could~~(or ~~have~~such aearlier ~~negative~~date ~~effect~~as ~~domestically~~determined ~~and~~by ~~internationally~~the board of Directors and included in a public announcement), then the ~~impact~~Company will cease all operations except for the purpose of ~~these~~liquidating. ~~conflicts~~Management has determined that substantial doubt exists about ~~are~~the ~~not~~Company’s ~~determinable~~ability to continue as ofa going concern due to the need to obtain additional capital from the Sponsor to address the Company’s liquidity condition, the date offor ~~these~~mandatory ~~financial~~liquidation ~~statements~~and subsequent dissolution. The ~~financial~~Sponsor ~~statements~~is do not ~~include~~obligated ~~any~~to advance additional capital. No adjustments ~~that~~have ~~might result~~been ~~from~~made to the ~~outcome~~carrying amounts of ~~this~~assets ~~uncertainty~~or liabilities should the Company be required to liquidate after November 15, 2024.

~~Note~~Risks 2and ~~- Significant Accounting Policies~~Uncertainties

~~Basis~~The length and impact of ~~Presentation~~the ongoing military conflict between Russia and Ukraine and the most recent escalation of ongoing conflict in the Middle East are highly unpredictable, it could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. As a result, these could have a negative effect domestically and internationally and the impact of these conflicts are not determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Note ~~accompanying~~2 unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q ~~and~~Restatement ~~Article 8~~ of ~~Regulation~~Previously ~~S-X. Accordingly, they do not include all of the information~~Issued and footnotes required by U.S. GAAP for audited financial statements. The unaudited condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three months ended March 31, 2024 may not be indicative of the results that may be expected for the year ending December 31, 2024. Amounts as of December 31, 2023 included in the condensed balance sheet have been derived from the audited financial statements as of that date. The unaudited condensed financial statements, included herein, should be read in conjunction with the audited financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial ~~Condition and Results of Operations, in the Company’s Form 10 K for the year ended December 31, 2023.~~Statements

8In connection with the preparation of the Company’s financial statements as of June 30, 2024, management determined it should restate its previously reported financial statements for the period ended March 31, 2024. The Company identified that it had not accounted for the extinguishment of the liability related to deferred underwriting commissions pursuant to waivers received in October and November 2023. As a result, the Company did not adhere to, ASC 405 – “Liabilities”, guidance. Due to this error, deferred underwriting commissions were overstated and accumulated deficit were understated. The impact of the error affects the Balance Sheet and Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit for the period ended March 31, 2024.

~~Use~~The restatement had no impact on the Company’s cash position or amount held in the trust account. The Company concluded that the impact of ~~Estimates~~applying correction for these errors and misstatements is material.

~~the~~The ~~reported~~impact ~~amounts~~ of ~~assets and liabilities and disclosure of contingent assets and liabilities at~~ the ~~date~~restatement ofon the ~~financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates reflected in the~~ Company’s financial statements ~~include,~~is ~~but~~reflected ~~are~~in ~~not limited to, valuation of~~ the ~~warrant~~following ~~liability.~~tables:

Cash and Cash Equivalents

Balance Sheet as of March 31, 2024	As Reported			Adjustment			As Restated
Deferred underwriting commissions		8,050,000			(8,050,000	)		-
Total non-current liabilities		9,295,840			(8,050,000	)		1,245,840
Total liabilities		10,883,996			(8,050,000	)		2,833,996
Accumulated deficit		(13,159,800	)		8,050,000			(5,109,800	)
Total shareholders’ deficit		(10,373,505	)		8,050,000			(2,323,505	)

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023.

Statement of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit for the Three Months Ended March 31, 2024	As Reported			Adjustment		As Restated
Accumulated Deficit		(13,159,800	)		8,050,000		(5,109,800	)
Total shareholders’ deficit		(10,373,505	)		8,050,000		(2,323,505	)

~~Cash~~Note ~~and~~3 ~~Investments~~- ~~Held~~Significant ~~in Trust Account~~Accounting Policies

OnBasis ~~November 21, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. As~~ of March 31, 2024 the funds in the Trust Account were maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the Company’s initial Business Combination and liquidation. Prior to November 21, 2023, the Company’s portfolio of investments was 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 balance sheets at fair value at the end of each reporting period. The change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.Presentation

~~Concentration~~The accompanying unaudited condensed financial statements of ~~Credit~~the ~~Risk~~Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for audited financial statements. The unaudited condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three and six months ended June 30, 2024 may not be indicative of the results that may be expected for the year ending December 31, 2024. Amounts as of December 31, 2023 included in the condensed balance sheet have been derived from the restated audited financial statements as of that date. The unaudited condensed financial statements, included herein, should be read in conjunction with the restated audited financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Form 10 K/A for the year ended December 31, 2023.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance 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.8

~~Financial~~Use ~~Instruments~~of Estimates

The ~~fair~~reported ~~value~~amounts of ~~the~~assets ~~Company’s~~and ~~assets~~liabilities and ~~liabilities,~~disclosure ~~which~~of ~~qualify~~contingent asassets ~~financial~~and ~~instruments~~liabilities ~~under~~at ~~ASC~~the ~~820,~~date ~~“Fair~~of ~~Value~~the ~~Measurements~~financial statements and ~~Disclosures,” approximates~~ the ~~carrying~~reported amounts ~~represented~~of inrevenues ~~the~~and ~~balance~~expenses during ~~sheets,~~the ~~primarily~~reporting ~~due~~period. toActual ~~their~~results ~~short-term~~could ~~nature,~~differ ~~except~~from ~~for~~those ~~the~~estimates. ~~warrants,~~The ~~redeemable shares~~significant ~~and~~estimates ~~the~~reflected ~~embedded~~in ~~feature within~~ the ~~Sponsor~~Company’s financial ~~Convertible~~statements ~~Note~~include, ~~which~~but are ~~carried~~not atlimited ~~fair~~to, ~~value~~valuation ~~and~~of ~~redemption~~the ~~value,~~warrant ~~respectively, as~~liability ~~discussed~~and ~~below~~the derivative liability.

~~Fair~~Cash ~~Value~~and ~~Measurement~~Cash Equivalents

~~ASC~~The ~~820~~Company ~~establishes~~considers aall ~~fair~~short-term ~~value hierarchy that~~investments ~~prioritizes~~with ~~and~~an ~~ranks~~original ~~the~~maturity ~~level~~ of ~~observability~~three ofmonths ~~inputs~~or ~~used~~less when purchased to ~~measure~~be ~~investments~~cash atand ~~fair~~cash ~~value~~equivalents. The ~~observability~~Company ofdid ~~inputs~~not ishave ~~impacted by~~any acash ~~number~~equivalents as of ~~factors,~~June ~~including the type of investment~~30, ~~characteristics~~2024 ~~specific~~and toDecember ~~the investment~~31, ~~market conditions and other factors~~2023. 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).

9Cash Held in Trust Account

~~Investments~~On ~~with~~November ~~readily~~21, ~~available~~2023, ~~quoted~~the ~~prices~~Company liquidated the U.S. government treasury obligations or ~~for~~money ~~which~~market ~~fair~~funds ~~value~~held ~~can~~in bethe ~~measured~~Trust ~~from~~Account. ~~quoted~~As ~~prices~~of June 30, 2024 and December 31, 2023, the funds in ~~active~~the ~~markets~~Trust ~~will~~Account ~~typically~~were ~~have~~maintained in cash in an interest-bearing demand deposit account at a ~~higher~~bank ~~degree~~until the earlier of ~~input~~consummation of ~~observability~~the Company’s initial Business Combination and liquidation. Prior to November 21, 2023, the Company’s portfolio of investments was 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 ~~lesser~~readily ~~degree~~determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of ~~judgment~~U.S. ~~applied~~government securities, the investments are classified as trading securities. When the Company’s investments held in ~~determining~~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 balance sheets at fair value at the end of each reporting period. The change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~The~~Concentration ~~three levels~~ of ~~the~~Credit ~~fair value hierarchy under ASC 820 are as follows:~~Risk

	●	Level 1 - Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.
	●	Level 2 - Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●Financial Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.Instruments

InThe ~~some~~fair ~~cases,~~value of the ~~inputs~~Company’s ~~used~~assets ~~to measure fair~~and ~~value~~liabilities, ~~might~~which ~~fall~~qualify ~~within~~as ~~different~~financial ~~levels~~instruments ofunder ~~the~~ASC ~~fair~~820, ~~value~~“Fair ~~hierarchy.~~Value InMeasurements ~~such~~and ~~cases~~Disclosures,” ~~the level in the fair value hierarchy within which~~approximates the ~~investment~~carrying isamounts ~~categorized~~represented in ~~its entirety is determined based on~~ the ~~lowest~~balance ~~level~~sheets, ~~input~~primarily ~~that~~due ~~is significant~~ to ~~the~~their ~~investment.~~short-term ~~Assessing the~~nature, ~~significance~~except offor ~~a particular input to~~ the ~~valuation~~warrants, ofredeemable shares ~~an investment in its entirety requires judgment~~ and ~~considers factors specific to~~ the ~~investment.~~embedded ~~The~~feature ~~categorization of an investment~~ within the ~~hierarchy~~Sponsor isConvertible ~~based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See~~ Note, 6which ~~for~~are ~~additional~~carried ~~information~~at onfair ~~assets~~value and ~~liabilities measured~~redemption atvalue, ~~fair~~as ~~value~~discussed below.

~~Warrant~~Fair ~~Liabilities~~Value Measurement

~~The~~ASC ~~Company~~820 ~~evaluated~~establishes ~~the~~a ~~Public~~fair ~~Warrants~~value ~~and~~hierarchy that ~~Private~~prioritizes ~~Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives~~ and ~~Hedging -~~ranks ~~Contracts~~the inlevel ~~Entity’s~~of ~~Own~~observability ~~Equity”~~of ~~and~~inputs ~~concluded~~used ~~that~~to ~~the~~measure ~~Warrant~~investments ~~Securities~~at ~~could~~fair ~~not~~value. beThe ~~accounted~~observability ~~for~~of asinputs ~~components~~is ofimpacted ~~equity.~~by Asa ~~the~~number ~~Warrant~~of ~~Securities~~factors, ~~meet~~including the ~~definition~~type of ~~a derivative in accordance with ASC 815~~investment, ~~the~~characteristics ~~Warrant~~specific ~~Securities~~to ~~are recorded as warrant liability on~~ the ~~accompanying~~investment, ~~balance~~market ~~sheets~~conditions and ~~measured~~other atfactors. The ~~fair~~hierarchy ~~value~~gives ~~at inception (~~the ~~Closing~~highest ~~Date)~~priority ~~and~~to ~~remeasured~~unadjusted atquoted ~~each reporting~~prices ~~date~~ in ~~accordance~~active ~~with~~markets ~~ASC~~for ~~820,~~identical ~~“Fair~~assets ~~Value~~or ~~Measurement,”~~liabilities ~~with~~(Level ~~changes~~1 inmeasurements) and ~~fair value recognized in~~ the ~~statements of~~lowest ~~operations~~priority into ~~the~~unobservable ~~period~~inputs of(Level ~~change~~3 measurements).

~~Convertible Senior Secured Promissory Note~~9

~~The~~Investments ~~Company evaluated the Convertible Senior Secured Promissory Note (“Blue Capital Note”) in accordance~~ with ~~ASC~~readily ~~815-15,~~available ~~“Derivatives~~quoted ~~and Hedging” and concluded that with the exception~~prices ofor ~~the Private Placement Warrants feature~~ for which ~~the~~ fair value ofcan ~~the~~be ~~embedded~~measured ~~derivative~~from ~~feature~~quoted ~~was~~prices ~~bifurcated,~~in ~~the~~active ~~remaining~~markets ~~debt proceeds~~will ~~received~~typically have ~~been~~a ~~allocated~~higher todegree ~~the~~of ~~debt~~input ~~host at Par (i.e., recorded at proceeds received). Pursuant to ASC 470, the Company~~observability ~~recorded~~and ~~the~~a ~~fair~~lesser ~~value~~degree of ~~the~~judgment ~~embedded~~applied ~~derivative~~in ~~feature~~determining ~~on the balance sheets using the relative~~ fair value ~~method and the related amortization of the debt discount on its statements of operations~~. The Blue Capital Note and the corresponding embedded derivative feature is recorded as convertible senior secured promissory note and derivative liability, respectively, on the accompanying balance sheets.

~~Redeemable~~The ~~Shares~~three ~~Subject~~levels toof ~~Possible~~the ~~Redemption~~fair value hierarchy under ASC 820 are as follows:

~~All~~● ofLevel ~~the~~1 ~~23,000,000~~- ~~Class~~Quoted Aprices ~~Ordinary~~(unadjusted) ~~Shares sold as part of the Units~~ in ~~the~~active ~~Public~~markets ~~Offering contain a redemption feature which allows~~ for ~~the~~identical ~~redemption~~investments ofat ~~such public shares in connection with~~ the ~~Company’s~~measurement ~~liquidation~~date if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption 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~~used.

~~The~~● ~~Company~~Level ~~recognizes~~2 ~~changes~~- inPricing ~~redemption~~inputs ~~value immediately~~are asother ~~they~~than ~~occur~~quoted ~~and~~prices ~~adjusts~~included ~~the~~within ~~carrying~~Level ~~value~~1 ofthat ~~redeemable~~are ~~ordinary~~observable ~~shares~~for tothe ~~equal~~investment, ~~the~~either ~~redemption~~directly ~~value~~or atindirectly. ~~the~~Level ~~end~~2 ofpricing ~~each reporting~~inputs ~~period.~~include ~~Such~~quoted ~~changes~~prices ~~are~~for ~~reflected~~similar investments in ~~retained~~active ~~earnings~~markets, quoted prices for identical or similar investments in ~~the~~markets ~~absence~~that ofare ~~retained~~not ~~earnings~~active, ininputs ~~additional~~other ~~paid-in~~than ~~capital~~quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

10● Level 3 - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

AtIn ~~March~~some 31cases, ~~2024~~the ~~and~~inputs ~~December~~used 31to measure fair value might fall within different levels of the fair value hierarchy. In such cases, ~~2023~~the level in the ~~Redeemable Class~~fair Avalue ~~Ordinary~~hierarchy ~~Shares~~within ~~reflected~~which the investment is categorized in its entirety is determined based on the ~~balance~~lowest ~~sheets~~level input that is ~~reconciled~~significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the ~~following~~investment. ~~table:~~The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. See Note 6 for additional information on assets and liabilities measured at fair value.

Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2022	$	237,941,214
Less:
Redemption of Redeemable Class A Ordinary Shares		(195,400,571	)
Plus:
Remeasurement of carrying value to redemption value		10,337,286
Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2023	$	52,877,929
Plus:
Remeasurement of carrying value to redemption value		672,603
Redeemable Class A Ordinary Shares subject to possible redemption at March 31, 2024	$	53,549,992

Warrant Liabilities

~~Income~~The ~~Taxes~~Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as warrant liability on the accompanying balance sheets and measured at fair value at inception (the Closing Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statements of operations in the period of change.

~~The~~Convertible ~~Company~~Senior ~~complies~~Secured ~~with~~Promissory the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.Note

~~FASB~~The ~~ASC~~Company ~~740~~evaluated ~~prescribes~~the aConvertible ~~recognition~~Senior ~~threshold~~Secured ~~and~~Promissory aNote ~~measurement~~(“Blue ~~attribute~~Capital ~~for~~Note”) ~~the~~in ~~financial~~accordance ~~statement~~with ~~recognition~~ASC ~~and~~815-15, ~~measurement~~“Derivatives ofand ~~tax~~Hedging” ~~positions~~and ~~taken~~concluded ~~or expected to be taken in~~that awith ~~tax~~the ~~return.~~exception ~~For~~of ~~those~~the ~~benefits~~Private toPlacement beWarrants ~~recognized,~~feature afor ~~tax~~which ~~position~~the ~~must~~fair bevalue ~~more~~of ~~likely~~the ~~than~~embedded ~~not~~derivative tofeature bewas ~~sustained~~bifurcated, the ~~upon~~remaining ~~examination~~debt byproceeds ~~taxing authorities.~~received ~~There~~have ~~were~~been noallocated ~~unrecognized~~to ~~tax~~the ~~benefits~~debt ashost ofat ~~March~~Par 31(i.e., ~~2024~~recorded ~~and~~at ~~December~~proceeds ~~31, 2023~~received). ~~The~~Pursuant ~~Company’s~~to ~~management determined~~ASC ~~that~~470, the ~~Cayman~~Company ~~Islands~~recorded is the ~~Company’s~~fair ~~only~~value ~~major~~of ~~tax~~the ~~jurisdiction.~~embedded ~~The~~derivative ~~Company~~feature ~~recognizes~~on ~~accrued~~the ~~interest~~balance ~~and~~sheets ~~penalties~~using ~~related to~~the ~~unrecognized~~relative ~~tax~~fair ~~benefits~~value asmethod and ~~income~~the ~~tax~~related ~~expense.~~amortization ~~There~~of ~~were~~the nodebt ~~unrecognized~~discount ~~tax~~on ~~benefits~~its ~~and~~statements ~~no amounts accrued for interest and penalties as~~ of ~~March~~operations. ~~31,~~The ~~2024~~Blue orCapital ~~December~~Note ~~31,~~and ~~2023.~~the ~~The~~corresponding ~~Company~~embedded derivative feature is ~~currently~~recorded ~~not~~as ~~aware~~convertible ofsenior ~~any~~secured ~~issues~~promissory ~~under~~note ~~review~~and ~~that~~derivative ~~could~~liability, ~~result in significant payments~~respectively, ~~accruals~~on orthe ~~material~~accompanying balance ~~deviation from its position~~sheets.

~~There~~Redeemable isShares ~~currently~~Subject ~~no taxation imposed by the Government of the Cayman Islands. The Company has no connection~~ to ~~any~~Possible other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.Redemption

~~Stock~~All ~~Compensation~~of ~~Expense~~the 23,000,000 Class A Ordinary Shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption 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.

The Company ~~accounts~~recognizes ~~for~~changes ~~stock-based compensation expense~~ in ~~accordance~~redemption ~~with~~value immediately ~~ASC~~as ~~718,~~they ~~“Compensation~~occur -and ~~Stock~~adjusts ~~Compensation”~~the ~~(“ASC~~carrying ~~718”).~~value ~~Under~~of ~~ASC~~redeemable ~~718,~~ordinary ~~stock-based compensation~~shares ~~associated~~to ~~with~~equal ~~equity-classified~~the ~~awards~~redemption isvalue ~~measured~~ at ~~fair value upon~~ the ~~grant~~end ~~date~~of ~~and recognized over the requisite~~each ~~service~~reporting period. ToSuch ~~the~~changes ~~extent~~are areflected ~~stock-based~~in ~~award~~additional ispaid-in ~~subject~~capital ~~to a performance condition~~, ~~the~~or ~~amount of expense recorded~~ in ~~a given period, if any, reflects an assessment of~~ the ~~probability~~absence of ~~achieving~~additional ~~such~~paid-in ~~performance condition~~capital, ~~with~~in ~~compensation recognized once the event~~retained ~~is deemed probable to occur~~earnings. ~~The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred.~~

The Company’s Class B ordinary shares transferred to incoming directors and management (see Note 4) were deemed to be within the scope of ASC 718, Stock Compensation, and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the period ended March 31, 2024 and 2023. The unrecognized compensation expense related to the Class B ordinary shares at March 31, 2024 was $2,612,244 and will be recorded when the performance condition occurs.10

11At June 30, 2024 and December 31, 2023 the Redeemable Class A Ordinary Shares reflected in the balance sheets is reconciled in the following table:

Recent Accounting Standards

Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2022	$	237,941,214
Less:
Redemption of Redeemable Class A Ordinary Shares		(195,400,571	)
Plus:
Waiver of Class A shares issuance costs		7,640,156
Remeasurement of carrying value to redemption value		2,697,130
Redeemable Class A Ordinary Shares subject to possible redemption at December 31, 2023	$	52,877,929
Plus:
Remeasurement of carrying value to redemption value		672,063
Redeemable Class A Ordinary Shares subject to possible redemption at March 31, 2024	$	53,549,992
Plus:
Remeasurement of carrying value to redemption value		680,937
Redeemable Class A Ordinary Shares subject to possible redemption at June 30, 2024	$	54,230,929

~~Management~~Income ~~does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.~~Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income ~~Per~~Taxes,” ~~Ordinary~~which ~~Share~~requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~The~~FASB ~~Company’s~~ASC ~~statements~~740 ofprescribes ~~operations include~~ a ~~presentation~~recognition ofthreshold and ~~income~~a ~~per~~measurement ~~share~~attribute for ~~redeemable~~the ~~ordinary~~financial ~~shares~~statement inrecognition aand ~~manner~~measurement ~~similar~~of totax ~~the~~positions ~~two-class~~taken ~~method~~or inexpected ~~calculating~~to ~~net~~be ~~income~~taken in ~~per~~a ~~ordinary~~tax ~~share~~return. ~~Net~~For ~~income~~those ~~per~~benefits ~~ordinary~~to ~~share,~~be ~~basic and diluted~~recognized, ~~for~~a ~~Class~~tax Aposition ~~redeemable~~must ~~ordinary~~be ~~shares~~more islikely ~~computed~~than bynot ~~dividing~~to ~~the pro~~be ~~rata~~sustained ~~net~~upon ~~income~~examination ~~between~~by ~~the~~taxing authorities. ~~Class~~There Awere ~~redeemable~~no ~~ordinary~~unrecognized ~~share~~tax ~~and~~benefits ~~the~~as ~~non-redeemable~~of ~~ordinary~~June ~~share~~30, by2024 ~~the~~and ~~weighted~~December ~~average~~31, ~~number of~~2023. ~~ordinary~~The ~~shares~~Company’s ~~outstanding~~management ~~for~~determined that the ~~period,~~Cayman ~~adjusted~~Islands ~~for~~is the ~~effects~~Company’s ofonly ~~deemed~~major ~~dividend~~tax ~~under~~jurisdiction. ~~the~~The ~~assumption~~Company ~~that~~recognizes ~~they~~accrued ~~represent~~interest ~~dividends~~and penalties related to ~~the~~unrecognized ~~holders~~tax ofbenefits ~~Class~~as Aincome ~~redeemable~~tax ~~ordinary shares~~expense. ~~Net~~There ~~income~~were ~~per~~no ~~non-redeemable~~unrecognized ~~ordinary~~tax ~~shares,~~benefits ~~basic~~ and ~~diluted~~no isamounts ~~computed~~accrued byfor interest and penalties ~~dividing~~as ~~the~~of ~~pro~~June ~~rata~~30, ~~net~~2024 ~~income~~or ~~between~~December ~~the~~31, ~~Class~~2023. AThe ~~redeemable~~Company ~~ordinary~~is ~~share~~currently ~~and~~not ~~the~~aware ~~non-redeemable~~of ~~ordinary~~any ~~share~~issues byunder ~~the~~review ~~weighted~~that ~~average~~could result in significant ~~number~~payments, ofaccruals ~~ordinary~~or ~~shares~~material ~~outstanding~~deviation ~~for~~from ~~the~~its ~~period~~position.

~~With~~There ~~respect~~is tocurrently ~~the~~no ~~accretion~~taxation ofimposed ~~ordinary~~by ~~shares~~the ~~subject~~Government toof ~~possible~~the ~~redemption~~Cayman ~~and~~Islands. ~~consistent~~The ~~with~~Company ~~ASC~~has ~~480-10-99-3A,~~no ~~“Distinguishing~~connection ~~Liabilities~~to ~~and~~any ~~Equity-Overall-SEC~~other ~~Materials,” the~~taxable ~~Company~~jurisdiction ~~treated~~and ~~accretion~~is inpresently ~~the~~not ~~same~~subject ~~manner~~to asincome taxes aor ~~dividend,~~income ~~paid~~tax tofiling ~~the~~requirements ~~shareholder~~ in the ~~calculation~~Cayman ofIslands or the ~~net~~United States. Consequently, income ~~(loss)~~taxes ~~per~~are not reflected in the ~~ordinary~~Company’s ~~share~~financial statements.

~~The~~Stock ~~calculation~~Compensation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events. For the three months ended March 31, 2024 and 2023, the Company did not have any dilutive warrants, securities or other contracts that could potentially be exercised or converted into ordinary shares.Expense

AThe ~~reconciliation~~Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of ~~net~~expense ~~income~~recorded ~~per~~in ~~ordinary~~a ~~share~~given period, asif ~~adjusted~~any, ~~for~~reflects an assessment of the ~~portion~~probability of ~~income~~achieving ~~that~~such performance condition, with compensation recognized once the event is ~~attributable~~deemed probable to ~~ordinary~~occur. ~~shares~~The ~~subject~~fair tovalue ~~redemption~~of isequity asawards ~~follows:~~has been estimated using a market approach. Forfeitures are recognized as incurred.

	For the Three Months Ended March 31,
	2024			2023
Net income	$	(92,983	)	$	535,788
Less: Accretion of temporary equity to redemption value		(672,063	)		(2,545,173	)
Net loss including accretion of temporary equity to redemption value	$	(765,046	)	$	(2,009,385	)

The Company’s Class B ordinary shares transferred to incoming directors and management (see Note 4) were deemed to be within the scope of ASC 718, “Stock Compensation”, and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized during the period ended June 30, 2024 and 2023. The unrecognized compensation expense related to the Class B ordinary shares at June 30, 2024 was $2,612,244 and will be recorded when the performance condition occurs.

	For the Three Months Ended March 31,
	2024			2023
Redeemable Ordinary Shares
Numerator: Net income (loss) allocable to Redeemable Ordinary Shares subject to possible redemption
Net income (loss) allocable to ordinary shareholders	$	(347,193	)	$	(1,607,508	)
Less: Net income (loss) allocable to Non-Redeemable Ordinary Shares		672,063			2,545,173
Add: Deemed dividend to Redeemable Shareholders		—			—
Net income allocable to Redeemable Ordinary Shares subject to possible redemption	$	324,870		$	937,665
Denominator: Weighted Average Shares Outstanding of Redeemable Ordinary Shares
Basic and Diluted Weighted Average Shares Outstanding		4,777,672			23,000,000
Basic and Diluted net income per share	$	0.07		$	0.04
Non-Redeemable Ordinary Shares
Numerator: Net income allocable to Non-Redeemable Ordinary Shares		(417,853	)		(401,877	)
Denominator: Weighted Average Shares Outstanding of Non-Redeemable Ordinary Shares
Basic and Diluted Weighted Average Shares Outstanding		5,750,000			5,750,000
Basic and Diluted net income per share	$	(0.07	)	$	(0.07	)

12Recent Accounting Standards

~~Note~~Management 3does -not ~~Related~~believe ~~Party~~that ~~Transactions~~any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

~~Founder~~(Loss) ~~Shares~~Income Per Ordinary Share

OnThe ~~June~~Company’s 9,statements ~~2021,~~of ~~the~~operations ~~Original~~include a ~~Sponsor~~presentation ~~purchased 5,750,000~~of (loss) income per share for redeemable ordinary shares (in a manner similar to the ~~“Founder~~two-class ~~Shares”~~method in calculating net (loss) ofincome ~~the~~per ~~Company’s~~ordinary ~~Class~~share. BNet (loss) income per ordinary ~~shares~~share, ~~par~~basic ~~value~~and ~~$0.0001~~diluted, (“for Class B A redeemable ordinary shares”) ~~for~~is ancomputed by ~~aggregate~~dividing ~~price~~the ofpro ~~$25,000.~~rata ~~The~~net ~~Original~~income ~~Sponsor~~between ~~subsequently~~the ~~transferred~~Class anA ~~aggregate~~redeemable ofordinary ~~402,500~~share ~~Founder Shares~~and tothe ~~members~~non-redeemable ofordinary share by the ~~Company’s~~weighted average ~~board~~number of ~~directors,~~ordinary ~~management~~shares ~~team~~outstanding for the period, ~~board~~adjusted for the effects of ~~advisors~~deemed ~~and/or~~dividend ~~their~~under ~~estate~~the ~~planning~~assumption ~~vehicles~~that they ~~for~~represent dividends to the ~~same~~holders ~~per-share~~of ~~consideration~~Class ~~that~~A itredeemable ~~originally~~ordinary ~~paid~~shares. ~~for~~Net ~~such~~(loss) income per non-redeemable ordinary shares, ~~resulting~~basic and indiluted is computed by dividing the ~~Original~~pro ~~Sponsor~~rata ~~holding~~net ~~5,347,500~~income ~~Founder~~between the Class A redeemable ordinary share and the non-redeemable ordinary ~~Shares~~share by the weighted average number of ordinary shares outstanding for the period.

AsWith ofrespect to the ~~Closing~~accretion ~~Date~~of ordinary shares subject to possible redemption and consistent with ASC 480-10-99-3A, ~~the~~“Distinguishing ~~Initial~~Liabilities ~~Shareholders~~and Equity-Overall-SEC Materials,” ~~held~~the 5Company treated accretion in the same manner as a dividend,~~750,000~~ ~~Founder~~paid ~~Shares~~to the shareholder in the calculation of the net (loss) income per ordinary share.

The ~~Founder~~calculation ~~Shares~~of ~~are~~diluted ~~identical~~(loss) toincome ~~the~~per ~~Class~~ordinary Ashare ~~Ordinary~~does ~~Shares~~not ~~sold~~consider the effect of the warrants and rights issued in connection with the Public Offering ~~except~~since the exercise of the warrants and rights are contingent upon the occurrence of future events. For the three and six months ended June 30, 2024 and 2023, the Company did not have any dilutive warrants, securities or other contracts that: could potentially be exercised or converted into ordinary shares.

●A ~~the~~reconciliation ~~Founder Shares are subject to certain transfer restrictions, as described in more detail below; ● the Founder Shares are entitled to registration rights; ● only holders~~ of ~~Class~~net ~~B ordinary shares will have the right to vote in a vote to continue the Company in a jurisdiction outside the Cayman Islands~~ (~~which~~loss) ~~requires~~income ~~the~~per ~~approval of at least two-thirds of the votes of all~~ ordinary share ~~shares);~~as ●adjusted ~~the~~for ~~Sponsor, officers and directors have entered into a letter agreement with~~ the ~~Company,~~portion ~~pursuant to which have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion~~ of ~~our initial business combination,~~ (Bloss) ~~waive~~income their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that ~~would~~is ~~modify~~attributable ~~the substance or timing of our obligation~~ to ~~allow~~ordinary ~~redemption in connection with our initial business combination or to redeem 100% of our public~~ shares if we have not consummated an initial business combination by November 15, 2024 or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination by November 15, 2023, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and (D) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of our initial business combination; and ● the founder shares are automatically convertible into Class A Ordinary Shares at the time of the consummation of a Business Combination on a one-for-one basis, subject to ~~adjustment~~redemption is as ~~described in the Company’s amended and restated memorandum and articles of association.~~follows:

The initial shareholders agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Net (loss) income	$	(104,269	)	$	(792,076	)	$	(197,252	)	$	(256,288	)
Less: Accretion of temporary equity to redemption value		(680,937	)		(2,653,211	)		(1,353,000	)		(5,198,384	)
Net loss including accretion of temporary equity to redemption value	$	(785,206	)	$	(3,445,287	)	$	(1,550,252	)	$	(5,454,672	)

On May 9, 2023, pursuant to the terms of the Company’s Charter, as amended, the holders of the Class B ordinary shares, totaling 5,750,000 Class B ordinary shares, elected to convert 5,749,999 Class B ordinary share held by them on a one-for-one basis into non-redeemable Class A ordinary shares, with immediate effect (see Note 4).

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Redeemable Ordinary Shares
Numerator: Net loss allocable to Redeemable Ordinary Shares subject to possible redemption
Net loss allocable to ordinary shareholders
Less: Net loss allocable to Non-Redeemable Ordinary Shares	$	(356,342	)	$	(2,605,601	)	$	(703,536	)	$	(4,255,594	)
Add: Deemed dividend to Redeemable Shareholders		680,937			2,653,211			1,353,000			5,198,384
Net income allocable to Redeemable Ordinary Shares subject to possible redemption	$	324,595		$	47,610		$	649,464		$	942,790

Denominator: Weighted Average Shares Outstanding of Redeemable Ordinary Shares
Basic and Diluted Weighted Average Shares Outstanding		4,777,672			17,842,619			4,777,672			20,407,062
Basic and Diluted net income per share	$	0.07		$	0.00		$	0.14		$	0.05

Non-Redeemable Ordinary Shares
Numerator: Net loss allocable to Non-Redeemable Ordinary Shares		(428,864	)		(839,686	)		(846,716	)		(1,199,078	)

Denominator: Weighted Average Shares Outstanding of Non-Redeemable Ordinary Shares
Basic and Diluted Weighted Average Shares Outstanding		5,750,000			5,750,000			5,750,000			5,750,000
Basic and Diluted net loss per share	$	(0.07	)	$	(0.15	)	$	(0.15	)	$	(0.21	)

1312

~~Private~~Note ~~Placement~~4 - ~~Warrants~~Related Party Transactions

OnFounder the Closing Date, the Original Sponsor purchased from the Company 11,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $11,700,000, in a Private Placement that occurred in conjunction with the completion of the Public Offering. Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The New Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. The Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination.Shares

IfOn ~~the~~June ~~Company~~9, ~~does~~2021, ~~not~~the ~~complete~~Original aSponsor ~~Business Combination~~purchased ~~within~~5,750,000 shares (the ~~extended~~“Founder ~~date~~Shares”) of ~~November~~the ~~15,~~Company’s ~~2024~~Class B ordinary shares, ~~the~~par ~~proceeds~~value ~~from~~$0.0001 ~~the~~(“Class ~~sale~~B ordinary ofshares”) ~~the~~for ~~Private~~an ~~Placement~~aggregate ~~Warrants~~price ~~held~~of in$25,000. ~~the~~The ~~Trust~~Original ~~Account will~~Sponsor besubsequently ~~used~~transferred toan ~~fund~~aggregate ~~the~~of ~~redemption~~402,500 Founder Shares to members of the Company’s ~~Public~~board ~~Shares~~of ~~(subject~~directors, tomanagement ~~the~~team, ~~requirements~~board of ~~applicable~~advisors ~~law)~~ and/or ~~the~~their ~~Private~~estate planning vehicles ~~Placement~~for ~~Warrants~~the ~~will~~same ~~expire~~per-share ~~worthless~~consideration that it originally paid for such shares, resulting in the Original Sponsor holding 5,347,500 Founder Shares.

OnAs ~~November~~of 6,the ~~2023~~Closing Date, the ~~Original~~Initial ~~Sponsor and~~Shareholders ~~New~~held ~~Sponsor consummated the transactions contemplated by the SPA pursuant to which~~5, ~~among other things~~750,000 ~~New~~Founder ~~Sponsor acquired certain of the Original Sponsor’s (i) Class A Ordinary~~ Shares ~~and (ii) Private Placement Warrants, subject to the terms and conditions described in the SPA~~.

~~Indemnity~~The Founder Shares are identical to the Class A Ordinary Shares sold in the Public Offering except that:

~~The~~● ~~Sponsor~~the ~~has~~Founder ~~agreed~~Shares ~~that~~are itsubject ~~will be liable~~ to ~~the~~certain ~~Company~~transfer ifrestrictions, ~~and~~as todescribed ~~the~~in ~~extent~~more ~~any~~detail ~~claims~~below; by● athe ~~third~~Founder ~~party~~Shares ~~for~~are ~~services~~entitled ~~rendered~~to orregistration ~~products~~rights; ~~sold~~● toonly ~~the~~holders ~~Company,~~of orClass aB ~~prospective target~~ordinary ~~business~~shares ~~with~~will ~~which~~have the ~~Company~~right ~~discussed~~to ~~entering~~vote ~~into~~in a ~~transaction~~vote ~~agreement,~~to ~~reduces~~continue the ~~amount~~Company ~~of funds~~ in ~~the~~a ~~Trust~~jurisdiction ~~Account to~~outside ~~below~~the ~~(i)~~Cayman ~~$10.20~~Islands ~~per public share or~~ (~~ii)~~which requires the ~~actual~~approval ~~amount~~of ~~per~~at ~~public~~least ~~share~~two-thirds ~~held~~of in the ~~Trust~~votes ~~Account as~~ of ~~the~~all ~~date~~ordinary ofshares); ~~the~~● ~~liquidation of~~ the ~~Trust Account~~Sponsor, ifofficers ~~less~~and ~~than~~directors ~~$10.20~~have ~~per~~entered ~~share~~into ~~due~~a toletter ~~reductions~~agreement inwith the ~~value~~Company, ofpursuant ~~the~~to ~~trust~~which ~~assets,~~have ~~less~~agreed ~~taxes~~to ~~payable,~~(A) ~~provided~~waive ~~that such~~their ~~liability~~redemption ~~will~~rights ~~not~~with ~~apply~~respect to ~~any~~their ~~claims~~founder byshares aand ~~third~~public ~~party~~shares orin ~~prospective~~connection ~~target~~with ~~business~~the ~~who~~completion ~~executed~~of aour ~~waiver~~initial ofbusiness ~~any~~combination, ~~and~~(B) ~~all~~waive their redemption rights to ~~the~~with ~~monies~~respect ~~held~~to intheir ~~the~~founder ~~Trust~~shares ~~Account~~and ~~(whether~~public orshares ~~not~~in ~~such~~connection ~~waiver~~with isa ~~enforceable)~~shareholder ~~nor~~vote ~~will~~to itapprove ~~apply~~an amendment to ~~any~~our ~~claims~~amended ~~under~~and ~~our~~restated ~~indemnity of~~memorandum ~~the~~and ~~Underwriters~~articles of ~~the~~association ~~Public~~(A) ~~Offering~~that ~~against~~would ~~certain~~modify ~~liabilities,~~the ~~including~~substance ~~liabilities~~or ~~under~~timing ~~the~~of ~~Securities~~our ~~Act.~~obligation ~~Moreover,~~to allow redemption in ~~the event~~connection ~~that~~with anour ~~executed~~initial ~~waiver~~business iscombination ~~deemed~~or to beredeem ~~unenforceable~~100% ~~against~~of aour ~~third~~public ~~party,~~shares ~~the~~if ~~Sponsor~~we ~~will~~have not beconsummated ~~responsible~~an toinitial ~~the~~business ~~extent~~combination ~~of any~~by ~~liability~~November ~~for~~15, ~~such~~2024 ~~third-party~~or ~~claims.~~(B) ~~The~~with ~~Company~~respect ~~will seek~~ to ~~reduce~~any ~~the~~other ~~possibility~~provisions ~~that~~relating ~~the Sponsor will have~~ to ~~indemnify~~shareholders’ ~~the Trust~~rights ~~Account~~or ~~due~~pre-initial tobusiness ~~claims~~combination ofactivity, ~~creditors~~(C) bywaive ~~endeavoring~~their rights to ~~have~~liquidating ~~all~~distributions ~~vendors,~~from ~~service~~the ~~providers,~~trust ~~prospective~~account ~~target~~with ~~businesses~~respect orto ~~other entities~~their ~~with~~founder ~~which~~shares ~~the~~if ~~Company~~we ~~does~~fail ~~business,~~to ~~execute~~complete ~~agreements~~our ~~with~~initial ~~the~~business ~~Company~~combination ~~waiving~~by ~~any~~November ~~right~~15, ~~title~~2023, ~~interest~~although orthey ~~claim~~will ofbe ~~any kind~~entitled ~~in or~~ to ~~monies~~liquidating ~~held~~distributions infrom the ~~Trust~~trust ~~Account.~~account ~~The~~with ~~Company~~respect ~~has~~to ~~not~~any ~~independently~~public ~~verified~~shares ~~whether~~they ~~the~~hold ~~Sponsor~~if ~~has~~we ~~sufficient~~fail ~~funds~~ to ~~satisfy~~ ~~its~~complete ~~indemnity~~our ~~obligations~~initial ~~and~~business ~~believes~~combination ~~that~~within ~~the~~such ~~Sponsor’s~~time ~~only~~period ~~assets are securities of the Company~~ and, ~~therefore,~~(D) ~~the Sponsor~~vote ~~may~~any ~~not~~founder beshares ~~able~~held toby ~~satisfy~~them ~~those~~and ~~obligations.~~any ~~The~~public ~~Company~~shares ~~has~~purchased ~~not~~during ~~asked~~or after the ~~Sponsor~~Public toOffering ~~reserve~~(including ~~for~~in ~~such~~open ~~eventuality~~market asand ~~the~~privately-negotiated ~~Company believes~~transactions) ~~the~~in ~~likelihood~~favor of ~~the~~our ~~Sponsor~~initial ~~having~~business tocombination; ~~indemnify~~and ~~the~~● ~~Trust Account is limited because~~ the ~~Company~~founder ~~will~~shares ~~endeavor~~are toautomatically ~~have~~convertible ~~all vendors~~into ~~and~~Class ~~prospective~~A ~~target~~Ordinary ~~businesses~~Shares asat ~~well~~the astime ~~other~~of ~~entities~~the ~~execute~~consummation ~~agreements~~of ~~with~~a ~~the~~Business ~~Company~~Combination ~~waiving~~on ~~any~~a ~~right,~~one-for-one ~~title~~basis, ~~interest or~~subject ~~claim~~to ofadjustment ~~any~~as ~~kind~~described in orthe toCompany’s ~~monies~~amended ~~held~~and inrestated ~~the~~memorandum ~~Trust~~and ~~Account~~articles of association.

~~Sponsor~~The ~~Notes~~initial shareholders agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

~~Sponsor~~On ~~Convertible~~May 9, 2023, pursuant to the terms of the Company’s Charter, as amended, the holders of the Class B ordinary shares, totaling 5,750,000 Class B ordinary shares, elected to convert 5,749,999 Class B ordinary share held by them on a one-for-one basis into non-redeemable Class A ordinary shares, with immediate effect (see Note 4).

On April 1, 2022, the Company issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to the Sponsor, pursuant to which the Company may borrow up to $5,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of a Business Combination. The Sponsor Convertible Note is non-interest bearing and all unpaid principal was initially due and payable in full on the earlier of (i) May 15, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”). If the Company completes the initial business combination, the Company will repay any loaned amounts. In the event the Company’s initial business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.13

~~Up to $1,500,000 of such loans may be convertible into~~ Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, into warrants to purchase the Company’s Class A Ordinary Shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s Public Offering. The Sponsor Convertible Note is accounted for within the scope of ASC 815 and as a result, the Company bifurcated from the proceeds allocated to the debt host the fair value of a single derivative that comprises all of the individual features requiring bifurcation. Any remaining debt proceeds will be allocated to the debt host. The fair value of the embedded conversion feature upon the issuance of the Sponsor Convertible Note is de minimis.

On ~~May~~the Closing Date, the Original Sponsor purchased from the Company 11,700,000 ~~2023~~Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $11,700,000, in a Private Placement that occurred in conjunction with the ~~Company~~completion ~~amended~~of ~~and~~the ~~restated~~Public Offering. Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment. The Private Placement Warrants will not be redeemable by the Company so long as they are held by the Sponsor ~~Convertible~~or ~~Note~~its topermitted ~~extend~~transferees. If the ~~maturity~~Private ~~date~~Placement ~~from~~Warrants are held by holders other than the ~~earlier~~Sponsor ofor ~~(i)~~its ~~May~~permitted 15transferees, ~~2023~~the Private Placement Warrants will be redeemable by the Company and ~~(ii)~~exercisable by the ~~effective~~holders ~~date~~on ofthe asame ~~Business Combination~~basis as the Public Warrants. The New Sponsor, or its permitted transferees, will have the option to exercise the ~~earlier~~Private ofPlacement ~~(i)~~Warrants ~~May~~on 15a cashless basis. The Private Placement Warrants are not transferable, ~~2024~~assignable ~~and~~or ~~(ii)~~saleable until 30 days after the completion of a Business Combination.

14If the Company does not complete a Business Combination within the extended date of November 15, 2024, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Company’s Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

On November 6, 2023, ~~as required by~~ the ~~SPA,~~Original ~~the Company~~Sponsor ~~entered into an Omnibus Termination~~ and New ~~Release~~Sponsor ~~Agreement~~consummated ~~with~~ the ~~Original~~transactions ~~Sponsor~~contemplated (by the ~~“Termination~~SPA ~~Agreement”). Pursuant~~pursuant to ~~the Termination Agreement~~which, ~~the~~among ~~Company~~other ~~terminated~~things, ~~the~~New Sponsor ~~Convertible~~acquired ~~Note~~certain ~~in connection with the Closing~~ of the ~~transactions contemplated~~Original bySponsor’s ~~the~~(i) ~~SPA.~~Class ~~Accordingly,~~A ~~the~~Ordinary ~~carrying~~Shares ~~value~~and ~~under~~(ii) ~~the~~Private ~~Sponsor~~Placement ~~Convertible~~Warrants, ~~Note~~subject ~~was~~to ~~recognized~~the asterms aand ~~capital~~conditions ~~contribution from~~described ~~Original~~in ~~Sponsor~~the SPA.

~~As of March 31, 2024 and December 31, 2023, the Company had $0 in total outstanding borrowings under the Sponsor Convertible Note.~~Indemnity

~~Issuance~~The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of ~~Extension~~funds ~~Convertible~~in ~~Promissory~~the Trust Account ~~Note~~to below (i) $10.20 per public share or (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 $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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, 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. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~In the second quarter of 2023, the Company issued a convertible promissory note (the “Extension Convertible Promissory Note”) to the~~ Sponsor with a principal amount up to $3,600,000. The Extension Convertible Promissory Note bears no interest and is repayable in full upon the earlier of (a) the effective date of a Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate a Business Combination by the Extended Date, the Extension Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the Extension Convertible Promissory 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 warrants issued to the Sponsor in a private placement that closed simultaneously with the IPO.Notes

~~On November 6, 2023, as required by the SPA, the Company entered into a Termination Agreement with the Original~~ Sponsor. ~~Pursuant to the Termination Agreement, the Company terminated the Extension~~ Convertible ~~Promissory~~ Note ~~in connection with the Closing of the transactions contemplated by the SPA.~~

InOn ~~connection~~April ~~with~~1, 2022, the ~~termination~~Company ofissued ~~the~~an ~~Extension~~unsecured ~~Convertible~~convertible ~~Promissory~~promissory note (the “Sponsor Convertible Note”) to the Sponsor, pursuant to which the ~~Original~~Company may borrow up to $5,000,000 from the Sponsor ~~agreed~~for ongoing expenses reasonably related to ~~cancel~~the business of the Company and ~~waive~~the consummation of a Business Combination. The Sponsor Convertible Note is non-interest bearing and all ~~indebtedness~~unpaid ~~under~~principal was initially due and payable in full on the earlier ~~Extension~~of ~~Convertible~~(i) ~~Promissory~~May 15, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization ~~Note~~or similar Business Combination, involving the Company and one or more businesses (such earlier date, the “Maturity Date”). If ~~Accordingly~~the Company completes the initial business combination, the ~~carrying~~Company ~~value~~will ~~under~~repay any loaned amounts. In the ~~Sponsor~~event ~~Convertible~~the ~~Note~~Company’s initial ~~was~~business ~~recognized~~combination asdoes not close, the Company may use a portion of the working capital ~~contribution~~held outside the Trust Account to repay such loaned amounts but no proceeds from ~~Original~~the ~~Sponsor~~Trust Account would be used to repay such loaned amounts.

AsUp to $1,500,000 of ~~March~~such 31loans may be convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The Sponsor will have the option, ~~2024~~at ~~and~~any ~~December~~time 31on or prior to the Maturity Date, ~~2023~~to convert any amounts outstanding under the Sponsor Convertible Note, into warrants to purchase the Company’s ~~had~~Class A Ordinary Shares at a conversion price of $01.00 inper ~~total~~warrant, with each warrant ~~outstanding~~entitling ~~borrowings~~the ~~under~~holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to the ~~Extension~~same adjustments applicable to the private placement warrants sold concurrently with the Company’s Public Offering. The Sponsor Convertible ~~Promissory~~Note is accounted for within the scope of ASC 815 and as a result, the Company bifurcated from the proceeds allocated to the debt host the fair value of a single derivative that comprises all of the individual features requiring bifurcation. Any remaining debt proceeds will be allocated to the debt host. The fair value of the embedded conversion feature upon the issuance of the Sponsor Convertible Note is de minimis.

~~Service~~On May 11, 2023, the Company amended and ~~Administrative~~restated the ~~Fees~~Sponsor Convertible Note to extend the maturity date from the earlier of (i) May 15, 2023 and (ii) the effective date of a Business Combination to the earlier of (i) May 15, 2024 and (ii) a Business Combination.

The Company has agreed, commencing on November 10, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services provided to the Company’s management team. The Company had incurred $237,000 under this arrangement.14

~~Pursuant~~On toNovember ~~the~~6, ~~Termination Agreement~~2023, ~~the~~as ~~Company terminated~~required by the ~~Administrative~~SPA, ~~Services~~the Company ~~Agreement,~~entered ~~dated~~into ~~November~~an 9,Omnibus ~~2021,~~Termination inand ~~connection~~Release Agreement with the ~~Closing~~Original ofSponsor (the ~~transactions~~“Termination ~~contemplated~~Agreement”). byPursuant to the ~~SPA.~~Termination ~~The~~Agreement, ~~Original~~the Company terminated the Sponsor ~~forgave~~Convertible ~~and~~Note ~~discharged~~in ~~all~~connection ~~outstanding~~with ~~fees~~the ~~owed~~Closing ~~under~~of the ~~Administrative~~transactions contemplated ~~Services~~by ~~Agreement~~the SPA. Accordingly, ~~all~~ ~~outstanding~~the ~~fees,~~carrying orvalue ~~$237,000,~~ under the ~~Administrative~~Sponsor ~~Services~~Convertible ~~Agreement~~Note was recognized as a capital contribution from ~~Original~~ Original Sponsor.

~~For~~As ~~the~~of ~~three~~June ~~months ended March 31~~30, 2024 and December 31, 2023, the Company ~~incurred~~ had $0 ~~and~~in ~~$30,000~~total inoutstanding ~~administrative~~borrowings ~~support~~under ~~services~~the Sponsor Convertible Note.

~~Note~~Issuance 4of -Extension ~~Shareholders’~~Convertible ~~Deficit~~Promissory Note

~~Preference~~In ~~shares~~the -second ~~The~~quarter of 2023, the Company issued isa ~~authorized~~convertible promissory note (the “Extension Convertible Promissory Note”) to ~~issue~~the 1Sponsor with a principal amount up to $3,~~000~~600,000. The ~~shares~~Extension ofConvertible ~~preference~~Promissory ~~shares~~Note ~~with~~bears ~~such~~no ~~designations,~~interest ~~voting~~ and ~~other~~is ~~rights~~repayable ~~and~~in ~~preferences~~full asupon ~~may~~the beearlier of (a) the effective date of a Business ~~determined~~Combination, ~~from~~or ~~time~~(b) tothe ~~time~~date byof the Company’s ~~board~~liquidation. If the Company does not consummate a Business Combination by the Extended Date, the Extension Convertible Promissory Note will be repaid only from funds held outside of ~~directors~~the Trust Account or will be forfeited, eliminated or otherwise forgiven. AsUpon maturity, the outstanding principal of ~~March~~the ~~31,~~Extension ~~2024~~Convertible ~~and~~Promissory ~~December~~Note 31may be converted into warrants, ~~2023~~at a price of $1.00 per warrant, ~~there~~at ~~were~~the nooption ~~shares~~ of ~~preference~~the ~~shares~~Sponsor. Such warrants will have terms identical to the warrants issued orto ~~outstanding~~the Sponsor in a private placement that closed simultaneously with the IPO.

~~Class~~On ANovember ~~Ordinary Shares - The Company is authorized to issue 200~~6,~~000,000~~ ~~shares of Class A Ordinary Shares with a par value of $0.0001 per share. As of March 31, 2024 and December 31,~~ 2023, ~~there~~as ~~were~~required ~~4,777,672~~by ~~shares~~the ~~of Class A Ordinary Shares issued and outstanding~~SPA, ~~all of which were subject to possible redemption~~the ~~and~~Company ~~were~~entered ~~classified~~into ata ~~their~~Termination ~~redemption~~Agreement ~~value~~with ~~outside of shareholders’ deficit on~~ the ~~balance~~Original ~~sheets~~Sponsor. AsPursuant ofto ~~March~~the 31Termination Agreement, ~~2024~~the ~~and~~Company ~~December~~terminated ~~31,~~the ~~2023,~~Extension ~~5,749,999~~Convertible ~~Non-Redeemable~~Promissory ~~Class~~Note Ain ~~Ordinary~~connection ~~Shares~~with ~~issued~~the ~~and~~Closing ~~outstanding~~of ~~and~~the ~~were~~transactions ~~classified~~contemplated asby ~~shareholders’ deficit on~~ the ~~balance sheets~~SPA.

15In connection with the termination of the Extension Convertible Promissory Note, the Original Sponsor agreed to cancel and waive all indebtedness under the Extension Convertible Promissory Note. Accordingly, the carrying value under the Sponsor Convertible Note was recognized as a capital contribution from Original Sponsor.

InAs ~~addition,~~of ~~the~~June ~~proposed~~30, ~~initial~~2024 ~~business~~and ~~combination may~~December ~~impose~~31, ~~a minimum cash requirement for (i) cash consideration to be paid to the target or its owners~~2023, ~~(ii) cash for working capital or other general corporate purposes or (iii)~~ the ~~retention of cash to satisfy other conditions. In the event the aggregate cash consideration~~ ~~the~~ Company ~~would~~had be$0 ~~required~~in tototal ~~pay~~outstanding ~~for~~borrowings ~~all~~under ~~Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~Extension ofConvertible ~~the~~Promissory proposed Business Combination exceed the aggregate amount of cash available to the Company, the Company will not complete the Business Combination or redeem any shares and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereofNote.

OnService ~~May~~and 9,Administrative 2023, the Company eliminated from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s Business Combination.Fees

~~Class~~The BCompany ~~ordinary~~has ~~shares~~agreed, -commencing ~~The~~on ~~Company~~November is10, ~~authorized~~2021, to ~~issue~~pay ~~20,000,000~~an ~~shares~~affiliate of ~~Class~~the BSponsor ~~ordinary shares with~~ a ~~par~~total ~~value~~ of $~~0.0001~~10,000 per ~~share.~~month ~~Holders~~for ofoffice ~~Class~~space, Butilities, ~~ordinary~~secretarial and administrative ~~shares~~support ~~are~~services ~~entitled~~provided to ~~one~~the ~~vote~~Company’s ~~for~~management ~~each~~team. ~~share~~The Company had incurred $237,000 under this arrangement.

~~The~~Pursuant ~~Class~~to ~~B ordinary shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following~~ the ~~consummation~~Termination ~~of the initial business combination on a one-for-one basis~~Agreement, ~~subject to adjustment. In~~ the ~~case that additional Class A Ordinary Shares or equity-linked securities are issued~~Company orterminated ~~deemed issued in connection with~~ the ~~initial~~Administrative ~~business~~Services ~~combination~~Agreement, ~~the~~dated ~~number~~November of9, ~~Class A Ordinary Shares issuable upon conversion of all Class B ordinary shares will equal~~2021, in ~~the~~connection ~~aggregate,~~with ~~on an as-converted basis, 20% of~~ the ~~sum~~Closing of ~~(i)~~ the ~~total~~transactions ~~number of Class A~~contemplated ~~Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares~~ by ~~public shareholders), plus (ii)~~ the ~~total~~SPA. ~~number~~The ofOriginal ~~Class~~Sponsor Aforgave ~~Ordinary~~and ~~Shares~~discharged ~~issued,~~all oroutstanding ~~deemed~~fees ~~issued~~owed orunder ~~issuable~~the ~~upon~~Administrative ~~conversion~~Services orAgreement. ~~exercise of any equity-linked~~Accordingly, ~~securities~~all oroutstanding ~~rights issued or deemed issued~~fees, ~~by the Company in connection with~~ or ~~in relation to the consummation of the initial business combination~~$237, ~~excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued~~000, ~~deemed~~under ~~issued or to be issued, to any seller in~~ the ~~initial~~Administrative ~~business~~Services ~~combination~~Agreement ~~and~~was ~~any~~recognized ~~Private~~as ~~Placement Warrants issued to the Company Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Class B ordinary shares will never occur on~~ a ~~less~~capital ~~than~~contribution ~~one-for-one~~from ~~basis~~Original Sponsor.

OnFor ~~May 9, 2023, pursuant to~~ the ~~terms~~three ofand ~~the~~six ~~Company’s Charter,~~months asended ~~amended~~June ~~by the amendments to the Charter~~30, ~~the holders of the Class B ordinary shares, totaling 5,750,000 Class B ordinary~~2024 ~~shares,~~no ~~elected~~services toand ~~convert~~administrative ~~5,749,999~~fees ~~Class~~were Bincurred. ~~ordinary~~For ~~share~~the ~~held~~three byand ~~them~~six onmonths aended ~~one-for-one~~June ~~basis into nonredeemable Class A Ordinary Shares~~30, ~~with~~ ~~immediate effect. Following such conversion~~2023, ~~as of March 31, 2024,~~ the Company ~~had~~incurred ~~an aggregate of 5~~$30,~~749,999~~000 ~~Non-Redeemable Class~~and A$60,000 ~~Ordinary~~in ~~shares~~administrative ~~issued~~support ~~and outstanding~~services, ~~and one Class B ordinary share issued and outstanding~~respectively. ~~The Non-Redeemable Class A Ordinary Shares and the Class B ordinary share contain the same terms and provisions and performance condition.~~

Note 5 - ~~Warrant~~Shareholders’ ~~Liability~~Deficit

AsPreference ofshares ~~March~~- ~~31,~~The ~~2024 and December 31, 2023, the~~ Company is ~~had~~authorized ~~23,200,000~~to ~~warrants~~issue ~~issued in the Public Offering consisting of 11~~1,~~500,~~000 ~~Public Warrants and 11~~,~~700,~~000 ~~Private~~shares ~~Placement Warrants,~~of ~~which~~preference ~~are~~shares ~~accounted for in accordance~~ with ~~the~~such ~~guidance~~designations, ~~contained~~voting inand ~~ASC~~other ~~815-40.~~rights ~~Such~~and ~~guidance~~preferences ~~provides~~as ~~that~~may ~~because the warrants~~be dodetermined ~~not~~from ~~meet~~time ~~the~~to ~~criteria~~time ~~for~~by ~~equity treatment thereunder, each warrant must be recorded as a liability. Accordingly,~~ the Company’s ~~classified each~~board ~~warrant~~of asdirectors. aAs ~~liability~~of atJune ~~its fair value~~30, ~~with~~2024 ~~the~~and ~~change~~December in31, ~~the~~2023, ~~fair~~there ~~value~~were ~~recognized~~no inshares of ~~the~~preference ~~Company’s~~shares ~~statements~~issued ofor ~~operations~~outstanding.

~~The~~Class ~~Public~~A ~~Warrants~~Ordinary ~~will~~Shares ~~become~~- ~~exercisable~~The ~~30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the~~ Company ~~has an effective and~~ ~~current~~is ~~registration~~authorized ~~statement~~to ~~covering~~issue ~~the~~200,000,000 shares of ~~ordinary~~Class ~~shares~~A ~~issuable~~Ordinary ~~upon~~Shares ~~exercise~~with ~~of the warrants and~~ a ~~current~~par ~~prospectus relating~~value ~~to such shares~~ of ~~ordinary shares~~$0.0001 ~~Notwithstanding~~per ~~the~~share. ~~foregoing,~~As ifof aJune ~~registration~~30, ~~statement~~2024 ~~covering~~and ~~the shares of ordinary~~December ~~shares~~31, ~~issuable~~2023, ~~upon~~there ~~exercise~~were 10,527,671shares of ~~the~~Class ~~Public~~A ~~Warrants~~Ordinary isShares ~~not~~issued ~~effective~~and ~~within~~outstanding, ~~a specified period following the consummation~~ of awhich ~~Business Combination~~4, ~~warrant holders may~~777,672 ~~until~~were ~~such~~subject ~~time~~to aspossible ~~there is an effective registration statement~~ redemption and ~~during~~were ~~any~~classified ~~period~~at ~~when~~their ~~the~~redemption ~~Company shall~~value ~~have~~outside ~~failed~~of toshareholders’ ~~maintain~~deficit ~~an effective registration statement, exercise warrants~~ on ~~a cashless basis pursuant to~~ the ~~exemption~~balance ~~provided by~~sheets. ~~Section~~As ~~3(a)(9)~~ of ~~the~~June ~~Securities Act~~30, ~~provided~~2024 ~~that~~and ~~such exemption is available. If that exemption~~December 31, ~~or another exemption~~2023, ~~is not available~~5, ~~holders~~749,999 ~~will~~Non-Redeemable ~~not~~Class beA ~~able~~Ordinary toShares ~~exercise~~issued ~~their~~and ~~warrants~~outstanding onand awere ~~cashless~~classified ~~basis.~~as ~~The~~shareholders’ ~~Public~~deficit ~~Warrants will expire five years after~~ on the ~~completion of~~balance ~~a Business Combination or earlier upon redemption or liquidation~~sheets.

1615

~~Redemption~~In addition, the proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of ~~warrants~~cash ~~when~~to satisfy other conditions. In the ~~price~~event ~~per~~the ~~Class~~aggregate cash consideration the Company would be required to pay for all Class A Ordinary ~~Shars~~Shares ~~equals~~that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to the Company, the Company will not complete the Business Combination or ~~exceeds~~redeem ~~$18~~any shares and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof.00

~~Once~~On ~~the~~May ~~warrants~~9, ~~become exercisable~~2023, the Company eliminated from the Charter the limitation that the Company may not redeem ~~the~~public ~~outstanding~~shares ~~warrants~~in ~~(except~~an asamount ~~described~~that ~~herein~~would ~~with~~cause ~~respect~~the Company’s net tangible assets to be less than $5,000,001 in connection with the ~~Private~~Company’s ~~Placement~~Business ~~Warrants):~~Combination.

●Class inB ~~whole~~ordinary ~~and~~shares ~~not~~- inThe ~~part;~~Company is authorized to issue 20,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share.

●The atClass aB ~~price~~ordinary shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of $0the initial business combination on a one-for-one basis, subject to adjustment.01 ~~per~~In ~~warrant~~the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of Class A Ordinary Shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by public shareholders), plus (ii) the total number of Class A Ordinary 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 Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to the Company Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

●On ~~upon~~May 9, 2023, pursuant to the terms of the Company’s Charter, as amended by the amendments to the Charter, the holders of the Class B ordinary shares, totaling 5,750,000 Class B ordinary shares, elected to convert 5,749,999 Class B ordinary share held by them on a ~~minimum~~one-for-one basis into nonredeemable Class A Ordinary Shares, with immediate effect. Following such conversion, as of June 30, ~~days’~~2024, ~~prior~~the ~~written~~Company ~~notice~~had an aggregate of ~~redemption~~5,749,999 Non-Redeemable Class A Ordinary shares issued and outstanding, and one Class B ordinary share issued and outstanding. The Non-Redeemable Class A Ordinary Shares and the Class B ordinary share contain the same terms and provisions and performance condition.

●Note ~~if,~~6 and only if, the last reported sale price (the “closing price”) of the Company’s Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-~~trading~~ ~~day~~Warrant ~~period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.~~Liability

~~Except~~As asof ~~set~~June ~~forth~~30, ~~below~~2024 and December 31, ~~none~~2023, ofthe Company had 23,200,000 warrants issued in the Public Offering consisting of 11,500,000 Public Warrants and 11,700,000 Private ~~Placement~~ Placement Warrants, ~~will~~which are accounted for in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be ~~redeemable~~recorded byas a liability. Accordingly, the Company soclassified each ~~long~~warrant as ~~they~~a ~~are~~liability ~~held~~at byits ~~the~~fair ~~Company~~value, ~~Sponsor~~with orthe ~~its~~change ~~permitted~~in ~~transferees~~the fair value recognized in the Company’s statements of operations.

~~Redemption~~The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such shares of ordinary shares. Notwithstanding the foregoing, if a registration statement covering the shares of ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the ~~price~~Company shall ~~per~~have ~~Class~~failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided Aby ~~Ordinary~~Section ~~Shares~~3(a)(9) ~~equals~~of the Securities Act, provided that such exemption is available. If that exemption, or ~~exceeds~~another ~~$10~~exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.00 The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

~~Once the warrants become exercisable, the Company may redeem the outstanding warrants:~~16

●Redemption inof ~~whole~~warrants ~~and~~when ~~not~~the inprice ~~part;~~per Class A Ordinary Shares equals or exceeds $18.00

●Once atthe ~~$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their~~ warrants onbecome aexercisable, ~~cashless basis prior to redemption and receive that number of shares determined by reference to~~ the ~~table~~Company may ~~set~~redeem ~~forth under “Description of Securities - Warrants - Public Shareholders’ Warrants” based on~~ the ~~redemption~~outstanding ~~date~~warrants ~~and the “fair market value” of the Company Class A ordinary shares~~ (except as ~~otherwise~~ described inherein ~~“Description~~with ofrespect ~~Securities~~to ~~- Warrants - Public Shareholders’ Warrants”; in~~ the ~~Public~~Private ~~Offering~~Placement ~~prospectus; and~~Warrants):

● ~~if,~~in whole and ~~only~~not if, the closing price of the Company’s Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities - Warrants - Public Shareholders’ Warrants - Anti-dilution Adjustments” in ~~the Public Offering prospectus) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders.~~part;

~~The~~● ~~“fair~~at ~~market~~a ~~value” of the Company’s Class A Ordinary Shares for the above purpose shall mean the volume weighted average~~ price of the Company’s Class A Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than $0.~~361~~01 ~~Class A ordinary shares~~ per warrant ~~(subject to adjustment). Any redemption of the warrants for Class A Ordinary Shares will apply to both the Public Warrants and the Private Placement Warrants.~~;

No● ~~fractional Class A Ordinary Shares will be issued~~ upon ~~redemption. If, upon redemption,~~ a ~~holder~~minimum ~~would~~of be30 ~~entitled~~days’ toprior ~~receive~~written anotice ~~fractional~~of ~~interest in a share~~redemption, ~~the Company will round down to the nearest whole number of of Class A Ordinary Shares to be issued to the holder.~~and

If● ~~the~~if, ~~Company~~and ~~calls~~only ~~the Public Warrants for redemption~~if, ~~Company~~ ~~management will have~~ the ~~option~~last toreported ~~require~~sale ~~all~~price ~~holders~~(the ~~that~~“closing ~~wish~~price”) toof ~~exercise~~ the ~~Public~~Company’s ~~Warrants~~Class toA doOrdinary soShares onequals aor ~~“cashless basis,”~~exceeds ~~as described in the warrant agreement~~$18.00 ~~The~~per ~~Private~~share ~~Warrants~~(as ~~will~~adjusted befor ~~identical~~adjustments to the ~~Public~~number ~~Warrants underlying the Units sold in the Public Offering, except that the Private Warrants and the shares~~ of ~~ordinary~~ shares issuable upon ~~the~~ exercise ~~of the Private Warrants will not be transferable, assignable~~ or ~~saleable until after~~ the ~~completion~~exercise price of a ~~Business~~warrant) ~~Combination,~~for ~~subject~~any to20 ~~certain~~trading ~~limited exceptions.~~days ~~Additionally,~~within ~~the Private Warrants will be exercisable for cash or on~~ a ~~cashless basis, at the holder’s option, and be non~~30-~~redeemable~~trading soday ~~long~~period asending ~~they~~on ~~are held by~~ the ~~initial~~third ~~purchasers~~trading orday ~~their~~prior ~~permitted~~to ~~transferees. If~~ the ~~Private~~date ~~Warrants~~on ~~are~~which ~~held by someone other than~~ the ~~initial~~Company ~~purchasers~~sends ~~or their permitted transferees,~~ the ~~Private~~notice ~~Warrants~~of ~~will~~redemption beto ~~redeemable by~~ the ~~Company~~warrant ~~and exercisable by such~~ holders ~~on the same basis as the Public Warrants~~.

17Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Company, Sponsor or its permitted transferees.

~~The~~Redemption ~~exercise price and number~~ of ~~Ordinary Shares issuable on exercise of the~~ warrants ~~may~~when ~~be adjusted in certain circumstances including in~~ the ~~event~~price ofper ~~a share dividend, extraordinary~~Class ~~dividend~~A orOrdinary ~~the~~Shares ~~Company’s~~equals ~~recapitalization, reorganization, merger~~ or ~~consolidation.~~exceeds ~~However, the warrants will not be adjusted for issuances of shares of ordinary shares at a price below their respective exercise prices~~$10. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period 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. Accordingly, the warrants may expire worthless.00

InOnce ~~addition, if~~ the ~~Company~~warrants ~~issues~~become additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directorsexercisable, ~~and in~~ the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company~~’s Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the~~ ~~Company~~may ~~consummates~~redeem ~~Business Combination (such price,~~ the ~~“Market~~outstanding ~~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 greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of ordinary shares or equity-linked securities.:

~~Dividend~~● ~~Policy~~in whole and not in part;

~~The~~● ~~Company~~at ~~has~~$0.10 ~~not~~per ~~paid~~warrant ~~any~~upon ~~cash~~a ~~dividends~~minimum ~~on its~~of ~~Ordinary~~30 ~~Shares~~days’ toprior ~~date~~written ~~and~~notice ~~does~~of ~~not~~redemption ~~intend~~provided tothat ~~pay~~holders ~~cash~~will ~~dividends~~be ~~prior~~able to ~~the~~exercise ~~completion~~their ofwarrants ~~our~~on ~~initial~~a ~~business~~cashless ~~combination.~~basis ~~The payment~~prior ofto ~~cash~~redemption ~~dividends~~and inreceive ~~the~~that ~~future~~number ~~will~~of beshares ~~dependent~~determined ~~upon~~by ~~our~~reference ~~revenues~~to ~~and~~the ~~earnings,~~table ifset ~~any,~~forth ~~capital~~under ~~requirements~~“Description ~~and~~of ~~general~~Securities ~~financial condition~~- ~~subsequent~~Warrants to- ~~completion~~Public ofShareholders’ ~~our~~Warrants” ~~initial~~based ~~business~~on ~~combination.~~the ~~The~~redemption ~~payment~~date ofand ~~any~~the ~~cash~~“fair ~~dividends~~market ~~subsequent~~value” toof the Company~~’s initial~~ ~~business~~Class ~~combination~~A ~~will~~ordinary beshares ~~within~~except ~~the~~as ~~discretion~~otherwise described in “Description of ~~the~~Securities ~~Company~~- Warrants - Public Shareholders’s ~~board~~Warrants”; ofin ~~directors~~the atPublic ~~such~~Offering ~~time.~~prospectus; and

~~Note~~● 6if, and only if, the closing price of the Company’s Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities - ~~Fair~~Warrants ~~Value~~- ~~Measurements~~Public Shareholders’ Warrants - Anti-dilution Adjustments” in the Public Offering prospectus) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders.

AsThe “fair market value” of ~~March~~the ~~31,~~Company’s Class ~~2024~~A ~~and~~Ordinary ~~December~~Shares ~~31,~~for ~~2023,~~the ~~assets~~above purpose shall mean the volume weighted average price of the Company’s Class A Ordinary Shares ~~held~~during inthe 10 trading days immediately following the ~~Trust~~date ~~Account~~on ~~were~~which ~~comprised~~the notice of ~~$53,649,992~~redemption ~~and~~is ~~$52,977,929~~sent into ~~demand~~the ~~deposit~~holders ~~account,~~of ~~respectively~~warrants. The Company will provide the warrant holders with the final fair ~~values~~market ofvalue ~~cash, prepaid~~no ~~assets,~~later ~~accounts~~than ~~payable~~one ~~and~~business ~~accrued~~day ~~expenses~~after ~~are~~the ~~estimated~~10-trading today ~~approximate~~period described above ends. In no event will the ~~carrying~~warrants ~~values~~be asexercisable ofin ~~March~~connection ~~31,~~with ~~2024~~this ~~and~~redemption ~~December~~feature for more than 0.361 Class A ordinary ~~31,~~shares ~~2023~~per ~~due~~warrant (subject to ~~the~~adjustment). ~~short~~Any ~~maturities~~redemption of ~~such~~the ~~instruments~~warrants for Class A Ordinary Shares will apply to both the Public Warrants and the Private Placement Warrants.

~~The~~No ~~following~~fractional ~~table~~Class ~~presents~~A ~~information~~Ordinary ~~about~~Shares will be ~~the~~issued ~~Company’s~~upon ~~derivative~~redemption. ~~assets~~If, ~~and~~upon ~~liabilities~~redemption, ~~that~~a ~~are~~holder ~~measured~~would atbe ~~fair~~entitled ~~value~~to onreceive a ~~recurring~~fractional ~~basis~~interest asin ofa ~~March 31~~share, ~~2024~~the ~~and~~Company ~~December~~will ~~31,~~round ~~2023~~down ~~and~~to ~~indicates~~ the ~~fair~~nearest ~~value~~whole ~~hierarchy~~number of ~~the~~Class ~~valuation~~A ~~techniques~~Ordinary ~~the~~Shares ~~Company utilized~~ to ~~determine~~be ~~such~~issued ~~fair~~to ~~value~~the holder.

	As of March 31, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	—	$	617,550	$	—	$	617,550
Private Placement Warrants		—		628,290		—		628,290
Derivative liability		—		—		73,005		73,005
Total	$	—	$	1,245,840	$	73,005	$	1,318,845

If the Company calls the Public Warrants for redemption, Company management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants will be identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Warrants and the shares of ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	—	$	576,150	$	—	$	576,150
Private Placement Warrants		—		586,170		—		586,170
Derivative liability		—		—		7,273		7,273
Total	$	—	$	1,162,320	$	7,273	$	1,169,593

18The exercise price and number of Ordinary Shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period 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. Accordingly, the warrants may expire worthless.

~~Transfer~~In toaddition, if the Company issues additional Ordinary Shares or ~~from~~equity-linked ~~Levels~~securities 1,for 2,capital ~~and~~raising 3purposes ~~are~~in ~~recognized at~~connection with the ~~end~~closing of ~~the~~a ~~reporting~~Business ~~period.~~Combination ~~The~~at an ~~estimated~~issue ~~fair~~price ~~value~~or effective issue price of ~~the~~less ~~Public~~than ~~Warrants~~$9.20 ~~transferred~~per ~~from~~share aof ~~Level~~ordinary 1shares ~~measurement~~(with tosuch aissue ~~Level~~price or effective issue price 2to ~~fair~~be ~~value~~determined ~~measurement~~in ~~during~~good faith by the ~~year~~Company’s ~~ended~~board ~~December~~of 31directors, ~~2023~~and ~~when~~in the ~~Public~~case ~~Warrants~~of ~~were~~any ~~not~~such ~~actively~~issuance ~~traded.~~to ~~The~~the ~~estimated~~initial ~~fair~~shareholders ~~value~~or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the ~~Public~~total ~~Warrants~~equity ~~transferred~~proceeds, ~~from~~and interest thereon, available for the funding of a ~~Level~~Business Combination 3on ~~measurement~~the todate of the consummation of a ~~Level~~Business 1Combination ~~fair~~(net ~~value~~of ~~measurement~~redemptions), and (z) the ~~estimated~~volume ~~fair~~weighted ~~value~~average oftrading price of the ~~Private~~Company’s ~~Placement~~Ordinary ~~Warrants~~Shares ~~transferred~~during ~~from~~the a20 ~~Level~~trading 3day ~~measurement~~period starting on the trading day prior to athe ~~Level~~day 2on ~~measurement~~which ~~during~~the Company consummates Business Combination (such price, the ~~year~~“Market ~~ended~~Value”) ~~December~~is 31below $9.20 per share, ~~2022~~the exercise price of ~~when~~the warrants will be adjusted (to the ~~Public~~nearest ~~Warrants~~cent) ~~were~~to ~~separately~~be ~~listed~~equal ~~and~~to ~~traded~~115% inof ~~January~~the ~~2022~~greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of ordinary shares or equity-linked securities.

AsDividend of March 31, 2024, the estimated fair value of the derivative liability is determined using Level 3 inputs. The key inputs into the present value model for the derivative liability were as follows at each draw on the Blue Capital Note (Note 7):Policy

Valuation date		Volatility				Market warrant price				Exercise price				Risk free rate				Term of warrant exercise
March 31, 2024			195.4	%		$	0.0537			$	0.10				4.64	%			1.86

The Company has not paid any cash dividends on its Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to the Company’s initial business combination will be within the discretion of the Company’s board of directors at such time.

~~The~~Note ~~following~~7 ~~table~~- ~~presents~~Fair ~~the~~Value ~~changes in the fair value of the derivative liability:~~Measurements

	Derivative liability
Fair value as of December 31, 2023	$	7,273
Change in fair value		16,436
Amortization of debt discount		49,296
Fair value as of March 31, 2024	$	73,005

As of June 30, 2024 and December 31, 2023, assets held in the Trust Account were comprised of $54,330,929 and $52,977,929 in demand deposit account, respectively. The fair values of cash, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2024 and December 31, 2023 due to the short maturities of such instruments.

AsThe offollowing ~~December~~table ~~31,~~presents ~~2023,~~information about the ~~estimated~~Company’s ~~fair~~derivative ~~value of~~assets ~~the~~and ~~derivative~~liabilities ~~liability~~that isare ~~determined~~measured ~~using~~at ~~Level~~fair 3value ~~inputs.~~on ~~The~~a ~~key~~recurring ~~inputs~~basis ~~into~~as ~~the~~of ~~present~~June ~~value~~30, ~~model~~2024 ~~for~~and ~~the~~December 31, ~~derivative~~2023 ~~liability were~~and asindicates ~~follows~~the atfair ~~each~~value ~~draw~~hierarchy onof the ~~Blue~~valuation ~~Capital~~techniques ~~Note~~the ~~(Note~~Company ~~7):~~utilized to determine such fair value.

Valuation date	Volatility			Market warrant price		Exercise price		Risk free rate			Term of warrant exercise
	As of June 30, 2024
November 24, 2023		176.0	%	$	0.0787	$	0.10		5.01	%		1.75
	Level 1			Level 2		Level 3		Total
December 15, 2023		190.3	%	$	0.0746	$	0.10		4.60	%		1.69
Liabilities:
December 28, 2023		194.4	%	$	0.0501	$	0.10		4.45	%		1.66
Public Warrants	$	—		$	738,300	$	—	$	738,300
Private Placement Warrants		—			751,140		—		751,140
Derivative liability		—			—		147,474		147,474
Total	$	—		$	1,489,440	$	147,474	$	1,636,914

The following table presents the changes in the fair value of the derivative liability:

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	—	$	576,150	$	—	$	576,150
Private Placement Warrants		—		586,170		—		586,170
Derivative liability		—		—		7,273		7,273

Total	$	—	$	1,162,320	$	7,273	$	1,169,593

	Derivative liability
Fair value as of December 31, 2022	$	—
Issuance of derivative liability		131,456
Change in fair value		(9,159	)
Unamortized debt discount		(151,024	)
Fair value as of December 31, 2023	$	7,273

19Transfer to or from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the year ended December 31, 2023 when the Public Warrants were not actively traded. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and the estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement during the year ended December 31, 2022 when the Public Warrants were separately listed and traded in January 2022.

~~Note~~As 7of -June ~~Commitments~~30, ~~and~~2024, ~~Contingencies~~the estimated fair value of the derivative liability is determined using Level 3 inputs. The key inputs into the present value model for the derivative liability were as follows at each draw on the Blue Capital Note (Note 8):

Registration Rights

Valuation date		Volatility				Market warrant price				Exercise price				Risk free rate				Term of warrant exercise
June 30, 2024			199.7	%		$	0.0642			$	0.10				4.87	%			1.58

The ~~holders~~following oftable ~~Founder~~presents ~~Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in~~ the ~~case~~changes of the Founder Shares, only after conversion of such shares to Class A Ordinary Shares) pursuant to a registration rights agreement to be signed on the effective date of the Public Offering, requiring the Company to register such securities for resale (in ~~the~~ ~~case of~~ the ~~Founder Shares, only after conversion of such shares to Class A Ordinary Shares). These holders will be entitled to certain~~ ~~demand~~fair ~~and~~value “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the ~~applicable~~derivative ~~lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.~~liability:

Underwriting Agreement

	Derivative liability
Fair value as of December 31, 2023	$	7,273
Change in fair value		16,436
Amortization of debt discount		49,296
Fair value as of March 31, 2024	$	73,005
Change in fair value		25,173
Amortization of debt discount		49,296
Fair value as of June 30, 2024	$	147,474

~~The~~As ~~Underwriters~~of ~~purchased~~December 331,~~000~~ 2023,~~000~~ ~~Units~~the ~~to cover~~estimated ~~over-allotments~~fair atvalue of the ~~Public~~derivative ~~Offering~~liability ~~price,~~is ~~less~~determined ~~the~~using ~~underwriting~~Level ~~commissions,~~3 ~~bringing~~inputs. The key inputs into the ~~total~~present ~~amount~~value ofmodel ~~Units~~for ~~purchased~~the byderivative liability were as follows at each draw on the ~~Underwriters~~Blue toCapital ~~23,000,000~~Note ~~Units.~~(Note 8):

The Underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $4,600,000. Additionally, the Underwriters will be entitled to a Deferred Underwriting Commission of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement.

Valuation date	Volatility			Market warrant price		Exercise price		Risk free rate			Term of warrant exercise
November 24, 2023		176.0	%	$	0.0787	$	0.10		5.01	%		1.75
December 15, 2023		190.3	%	$	0.0746	$	0.10		4.60	%		1.69
December 28, 2023		194.4	%	$	0.0501	$	0.10		4.45	%		1.66
December 31, 2023		194.8	%	$	0.0501	$	0.10		4.43	%		1.65

~~Convertible~~The ~~Senior~~following ~~Secured~~table ~~Promissory~~presents ~~Note~~the changes in the fair value of the derivative liability:

The Company issued a Convertible Senior Secured Promissory Note on November 6, 2023, to Blue Capital Management Partners, LLP (“Blue Capital”) with a principal amount up to Two Million Dollars ($2,000,000) (the “Blue Capital Note”). The Blue Capital Note bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates a Business Combination, (ii) the date of the liquidation of the Company and (iii) December 31, 2024. Concurrent with the closing of the Business Combination, any amounts outstanding under the Blue Capital Note (or any portion thereof) will automatically convert into Class A Ordinary Shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”) at a conversion price equal to $1.00 per share, and the Original Sponsor will forfeit an equal number of Class A Ordinary Shares that it owns pursuant to the SPA. Additionally, from the closing of the Business Combination until the date that is eighteen (18) months after such closing, the Company has the right to purchase from New Sponsor up to 4,533,750 of the warrants that New Sponsor acquired from Original Sponsor upon the Closing of the SPA, at a price of $0.10 per private placement warrant.

	Derivative liability
Fair value as of December 31, 2022	$	—
Issuance of derivative liability		131,456
Change in fair value		(9,159	)
Unamortized debt discount		(131,456	)
Amortization of debt discount		16,432
Fair value as of December 31, 2023	$	7,273

If immediately prior to the closing of the Business Combination, the Maximum Amount has not yet been paid to the Company, Blue Capital shall have the right to pay any remaining amounts to the Company before the closing of the Business Combination. If the Company has not entered into a definitive agreement for a Business Combination by February 29, 2024 or there is an Event of Default (as defined in the Blue Capital Note), the Company must issue to Blue Capital 173,913 Class A Ordinary Shares, within five business days of the closing of the Business Combination.19

~~Business~~Note ~~Combination~~8 ~~Agreement~~- Commitments and Contingencies

OnRegistration December 5, 2023, the Company, Blue Gold Limited, a Cayman Islands company limited by shares (“PubCo”), and Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”), entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) pursuant to which, subject to the satisfaction or waiver of the conditions contained in the Business Combination Agreement, (i) BGHL and PubCo shall consummate a share exchange (the “Exchange”) pursuant to which PubCo will purchase all of the issued and outstanding shares of BGHL in exchange for PubCo Ordinary Shares; (ii) the Company and a to-be-formed subsidiary of PubCo (“Merger Sub”) will merge (the “Merger”) with the Company surviving the merger as a wholly owned subsidiary of PubCo.Rights

~~Note~~The 8holders of Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A Ordinary Shares) pursuant to a registration rights agreement to be signed on the effective date of the Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion of such shares to Class A Ordinary Shares). These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period ~~Subsequent~~for ~~Events~~the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Management~~Underwriting evaluated subsequent events that occurred after the balance sheet date through the date of issuance of these financial statements, except on the item noted below, no subsequent events which required adjustment or disclosure.Agreement

OnThe ~~May~~Underwriters 2,purchased ~~2024~~3, ~~the Company and Blue Gold Holdings Limited (“BGHL”)~~000,000 ~~entered~~Units ~~into that certain Amended and Restated Business Combination Agreement (the “Amended BCA”)~~ to~~, among other things, restructure the transaction as follows: (i) the Company shall form a wholly owned subsidiary (“Merger Sub”),~~ ~~(ii)~~cover over-allotments at the ~~merger~~Public ~~effective~~Offering ~~time~~price, ~~Merger~~less ~~Sub shall merge with and into BGHL, or its successor entity as set forth in~~ the ~~Amended~~underwriting ~~BCA~~commissions, ~~and~~ ~~(iii)~~bringing ~~BGHL shall continue as~~ the ~~surviving~~total ~~entity~~amount ~~and wholly owned subsidiary~~ of ~~the~~Units ~~Company,~~purchased ~~and to (iv) make changes to certain~~by ~~representations and conditions to~~ the ~~Closing~~Underwriters to ~~match~~23,000,000 ~~the revised structure~~Units.

20The Underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $4,600,000. Additionally, the Underwriters will be entitled to a Deferred Underwriting Commission of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement.

On October 26, 2023 and November 6, 2023, Barclays Capital Inc. and Citigroup Global Markets Inc., respectively, the underwriters for the Company’s Initial Public Offering, agreed to waive all rights to their respective portion of the Deferred Underwriting Commission.

Convertible Senior Secured Promissory Note

Business Combination Agreement

On December 5, 2023, the Company, Blue Gold Limited, a Cayman Islands company limited by shares (“PubCo”), and Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”), entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) pursuant to which, subject to the satisfaction or waiver of the conditions contained in the Business Combination Agreement, (i) BGHL and PubCo shall consummate a share exchange (the “Exchange”) pursuant to which PubCo will purchase all of the issued and outstanding shares of BGHL in exchange for PubCo Ordinary Shares; (ii) the Company and a to-be-formed subsidiary of PubCo (“Merger Sub”) will merge (the “Merger”) with the Company surviving the merger as a wholly owned subsidiary of PubCo.

On May 2, 2024, the Company and Blue Gold Holdings Limited (“BGHL”), entered into that certain Amended and Restated Business Combination Agreement (the “Amended BCA”) to, among other things, restructure the transaction as follows: (i) the Company shall form a wholly owned subsidiary (“Merger Sub”), (ii) at the merger effective time, Merger Sub shall merge with and into BGHL, or its successor entity as set forth in the Amended BCA, and (iii) BGHL shall continue as the surviving entity and wholly owned subsidiary of the Company, and to (iv) make changes to certain representations and conditions to the Closing to match the revised structure.

Note 9 - Subsequent Events

Management evaluated subsequent events that occurred after the balance sheet date through the date of issuance of these financial statements and other than as noted below, no subsequent events required adjustment or disclosure.

On September 6, 2024 the Company approved and entered two material agreements:

Warrant Exchange Agreement: Pursuant to the terms of the Warrant Exchange Agreement by and between the Company and its managing sponsor, Perception Capital Partners IV (the “Managing Sponsor”) pursuant to which the Managing Sponsor agreed to exchange its 9,067,500 private placement warrants for an aggregate of 755,625 Class A Ordinary Shares (the “Exchange Shares”). This equates to a conversion ratio of one Class A ordinary share for each 12 Private Warrants. The Exchange Shares shall rank pari passu with the existing Ordinary Shares, other than that the Exchange Shares shall not confer on the holder thereof (i) any right to receive funds from the Trust Account (as such term is defined in the Company’s articles of association), or (ii) any right to vote on a resolution to approve a Business Combination (as such term is defined in the Company’s articles of association). The Exchange Shares will be restricted securities under the Securities Act of 1933, as amended.

Preferred Stock Purchase Agreement: Pursuant to the terms of the Preferred Stock Purchase Agreement, the Company agreed to sell to BCMP Services Limited an aggregate of 609,250 preference shares in two tranches for aggregate consideration of $700,000. The Preference Shares shall have no entitlement to the assets of the Trust Account, whether by way of interim distribution or as a distribution in respect of the winding of the Company or otherwise. The Preference Shares shall carry no right to vote on any resolution to approve a Business Combination. Each Preference Share shall automatically convert into 20 Class A Ordinary Shares on the date that is 61 days after completion of the Company’s initial Business Combination.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Perception Capital Corp. IV. References to our “management” or our “management team” refer to our officers and directors, and references to the “Original Sponsor” refer to RCF VII Sponsor LLC. References to the “New Sponsor” are to Perception Capital Partners IV LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly 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

All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 23, 2024 and under “Item 1A - Risk Factors” in this Quarterly Report.

Overview

We are a blank check company incorporated on June 9, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not entered into a definitive agreement with a business combination target with respect to an initial business combination. While we may pursue an initial business combination target in any industry, we intend to target assets or businesses of scale across the critical minerals value chain that are poised to benefit over the long-term from the substantial market opportunity created by the global energy transition. We intend to effectuate our initial business combination using cash from the proceeds of our Public Offering and the Private Placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

	●	may significantly dilute the equity interest of investors in the Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

	●	may subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares;

	●	could cause a change in control if a substantial number of our Class A Ordinary Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

	●	may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

	●	may adversely affect prevailing market prices for our Class A Ordinary Shares and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

	●	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

	●	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	●	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

	●	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

	●	our inability to pay dividends on our Class A Ordinary Shares;

	●	using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A Ordinary Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

	●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

	●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

	●	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements, as of ~~March~~June 3130, 2024, we had $4425,~~202~~214 held outside the Trust Account that is available to us to fund our working capital requirements and $5354,~~649~~330,~~992~~929 held inside the Trust Account. We cannot assure you that our plan to complete our initial business combination will be successful.

Our registration statement for the Public Offering became effective on November 9, 2021. On November 15, 2021, we consummated the Public Offering of 23,000,000 Units, including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds, before expenses, of $230,000,000. Simultaneously with the closing of the Public Offering, we consummated the Private Placement of 11,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds, before expenses, of $11,700,000.

Upon the closing of the Public Offering and the Private Placement, $234,600,000 was placed in the Trust Account. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, if any, the funds held in the Trust Account would not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination by November 15, 2024, subject to applicable law, (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination by November 15, 2024 or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of its public shareholders.

If we are unable to complete our initial business combination within the extended date from the closing of the Public Offering, or November 15, 2024, 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

On May 9, 2023, the Company held an Extraordinary General Meeting, in connection with which, shareholders holding an aggregate of 9,985,568 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.50 per share, for an aggregate redemption amount of $104,889,892 of the funds held in the Company’s Trust Account.

On November 2, 2023, the Original Sponsor entered into a Securities Purchase Agreement (the “SPA”) with Perception Capital Partners IV LLC (the “Buyer” or “New Sponsor”), pursuant to which, among other things, the Buyer will acquire certain of the Original Sponsor’s (i) Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), of the Company and (ii) private placement warrants (together with the Class A Ordinary Shares, the “Securities”).

On November 6, 2023, in connection with the closing (“Closing”) of the transactions contemplated by the SPA, the Company entered into a Joinder Agreement (the “Joinder”) to that certain Registration Rights Agreement dated November 9, 2021, with the Original Sponsor and New Sponsor. Pursuant the Joinder, New Sponsor will receive the same rights and benefits with respect to its newly acquired Class A Shares (as defined below) and private placement warrants as the Original Sponsor has with respect to its Class A Shares and private placement warrants.

In connection with the Closing of the transactions contemplated by the SPA, on November 6, 2023: (i) each of the Company’s then-current directors, James McClements, Sunny S. Shah, Thomas M. Boehlert, Hugo Dryland, Elodie Grant Goodey, Timothy Baker, and Daniel Malchuk, resigned as directors, and the Company accepted their resignations; (ii) the vacancies on the Company’s board of directors caused by such resignations were filled by Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis (the “New Directors”); (iii) each of the Company’s then-current officers, Sunny S. Shah, Thomas M. Boehlert and Rebecca Coffelt, resigned as Chief Executive Officer, Chief Financial Officer, and Secretary, respectively, and the Company accepted their resignations; and (iv) the appointments of Rick Gaenzle as Chief Executive Officer, John Stanfield as Chief Financial Officer and Secretary, Scott Honour as Chairman of the Board, and Tao Tan as President (the “New Officers”) became effective. R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis will serve as members of the Company’s Audit Committee, Nominating Committee and Compensation Committee.

On November 6, 2023, the Original Sponsor and New Sponsor consummated the transactions contemplated by the SPA pursuant to which, among other things, New Sponsor acquired certain of the Original Sponsor’s (i) Class A Shares and (ii) private placement warrants, subject to the terms and conditions described in the SPA.

On December 5, 2023, the Company held another Extraordinary General Meeting, in connection with which, shareholders holding an aggregate of 8,236,760 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.99 per share, for an aggregate redemption amount of $90,510,679 of the funds held in the Company’s Trust Account.

Results of Operations

For the three months ended ~~March~~June 3130, 2024, we had a net loss of $92104,~~983, and~~269. aThe net loss ~~from~~was ~~operations~~comprised of general and administrative expenses of $~~615~~467,~~794~~137, ~~which~~and non-operating income, net, of $362,868. General and administrative expenses was comprised of ~~general~~merger and ~~administrative~~acquisition expenses of $260,536, ~~and~~professional ~~non-operating~~fees ~~income~~of $39,817, and ~~net~~other administrative expense of $~~522~~166,~~811~~784. Non-operating income, net was comprised of change in fair value of derivative liability of $1625,~~436~~173, interest expense – debt discount of $49,296, loss on warrant liability of $83243,~~520~~600, and interest earned in the Trust Account of $~~672~~680,~~063~~937.

For the ~~three~~six months ended ~~March~~June 3130, ~~2023~~2024, we ~~had~~ had a net ~~income~~loss of $~~535~~197,~~788,~~252. ~~and~~The anet loss ~~from~~was ~~operations~~comprised of general and administrative expenses of $1,~~313~~082,~~385~~931, ~~which~~and non-operating income, net, of $885,679. General and administrative expenses was comprised of ~~general~~merger and ~~administrative~~acquisition expenses of $314,010, ~~and non-operating~~professional ~~income~~fees of $1466,~~849~~166,~~173~~ and other administrative expense of $302,755. Non-operating income, net was comprised of ~~interest~~change ~~earned~~ in ~~the~~fair ~~Trust~~value ~~Account~~of derivative liability of $241,~~545~~609,~~173,~~ ~~offset~~interest ~~by a~~expense ~~change~~– indebt ~~fair~~discount ~~value~~ of ~~the~~$98,592, loss on warrant liability of $~~696~~327,120, and interest earned in the Trust Account of $1,353,000.

~~Our~~For ~~only~~the ~~activities~~three ~~from~~months ~~inception~~ended toJune ~~March~~30, 312023, ~~2024,~~ ~~have~~we ~~been~~had a ~~organizational~~net ~~activities~~loss ~~and~~of ~~preparation for our public offering~~$792,076, and ~~activities~~a ~~related~~loss tofrom ~~pursuing~~operations ~~merger opportunities. Since the consummation~~ of ~~our Public Offering through March 31~~$2, ~~2024~~516,771, ~~our~~which ~~activity~~was ~~has~~comprised ~~been limited to the evaluation~~ of ~~potential~~general ~~initial business~~and ~~combination~~administrative ~~candidates~~expenses, and ~~we will not be generating any~~ non-operating income ~~revenues until the closing and completion~~ of ~~our initial business combination~~$1,724,695. ~~We will generate non~~Non-operating income inwas ~~the~~comprised ~~form~~ of interest ~~income~~earned onin ~~cash and cash equivalents after~~ the ~~public offering.~~Trust ~~There~~Account ~~has~~of ~~been~~$2,188,695, nooffset ~~significant~~by ~~change~~a ~~in our financial or trading position and no material adverse~~ change ~~has occurred since~~in ~~the~~fair ~~date~~value of ~~our~~the ~~audited~~warrant ~~financial~~liability ~~statements. We are incurring increased expenses as a result~~ of ~~being a public company (for legal~~$464, ~~financial reporting, accounting and auditing compliance), as well as for due diligence expenses~~000.

For the six months ended June 30, 2023, we had a net loss of $256,288, and a loss from operations of $3,830,157, which was comprised of general and administrative expenses, and non-operating income of $3,573,869. Non-operating income was comprised of interest earned in the Trust Account of $4,733,869, offset by a change in fair value of the warrant liability of $1,160,000.

Our only activities from inception to June 30, 2024, have been organizational activities and preparation for our public offering, and activities related to pursuing merger opportunities. Since the consummation of our Public Offering through June 30, 2024, our activity has been limited to the evaluation of potential initial business combination candidates, and we will not be generating any operating revenues until the closing and completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after the public offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We are incurring 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.

Liquidity and Capital Resources

On November 15, 2021, we consummated our Public Offering in which we sold 23,000,000 of the Company’s Units (“Units”, held by “Public Shareholders”), each consisting of one Class A Ordinary Share (“Public Share”) and one-half warrant (“Redeemable Warrant”) to purchase one Class A Ordinary Share at an exercise price of $11.50, at a price of $10.00 per Unit generating gross proceeds of $230,000,000 before underwriting fees and expenses. Simultaneously with the consummation of our Public Offering, we consummated the Private Placement of 11,700,000 Private Placement Warrants, each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating gross proceeds, before expenses, of $11,700,000.

In connection with our Public Offering, the Company incurred offering costs of $13,267,977, consisting of $12,650,000 of underwriters fees of which $8,050,000 was recorded as Deferred Underwriting Commissions and $617,977 of other offering costs. Other offering costs consisted principally of formation and preparation fees related to our Public Offering. Of the total offering costs, $671,494 of which was allocated to the Warrants, were immediately expensed and $12,596,483 was allocated to redeemable Class A Ordinary Shares, reducing the carrying amount of such shares.

Of the $241,700,000 total proceeds from the Public Offering and Private Placement, $234,600,000 was placed in our U.S.-based Trust Account, established for the benefit of our public shareholders. Prior to the closing of our Public Offering, the Sponsor had made $296,235 in loans and advances to the Company. The loans and advances were non-interest bearing and payable on the earlier of December 31, 2021 or the completion of our Public Offering. The loans of $296,235 were fully repaid upon the consummation of our Public Offering on November 15, 2021.

On May 9, 2023 we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved several proposals to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to (i) extend the date by which the Company must consummate a Business Combination from May 15, 2023 to May 15, 2024 (the “Extended Date”), (ii) permit the Company’s board of directors, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement, (iii) eliminate from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 in connection with the Company’s Business Combination, and (iv) provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of Business Combination at the election of the holder.

In connection with the Extended Date, shareholders holding an aggregate of 9,985,568 Class A Ordinary Shares of the Company exercised their right to redeem their ordinary shares for approximately $10.50 per share, for an aggregate redemption amount of $104,889,892 of the funds held in the Company’s Trust Account.

In connection with the above extension, beginning on May 16, 2023, and thereafter on the first day of each month (or if such first day is not a business day, on the business day immediately preceding such first day), the Company shall deposit additional funds into the Trust Account established in connection with the Company’s initial public offering an amount equal to the lesser of (i) $0.03 per public share multiplied by the number of Class A Ordinary Shares, par value $0.0001 per share, then outstanding and not redeemed in connection with the Extension Amendment and (ii) $300,000 (or a pro rata portion thereof if less than a full month), until the earlier of (a) the completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses and (b) the announcement of the Company’s intention to wind up its operations. The Company deposited $464,516 and $900,000 in the Trust Account in second quarter and third quarter of 2023, respectively. On November 6, 2023, as required by the SPA, the Company entered into a Termination Agreement with the Original Sponsor. Pursuant to the Termination Agreement, the Company terminated the Extension Convertible Promissory Note in connection with the Closing of the transactions contemplated by the SPA. In connection with the termination of the Extension Convertible Promissory Note, the Original Sponsor agreed to cancel and waive all indebtedness under the Extension Convertible Promissory Note, including the draws made through December 5, 2023.

On December 5, 2023, at an Extraordinary General Meeting (the “Meeting”), shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Memorandum”) extending the deadline by which the Company must consummate an initial business combination from May 15, 2024 to November 15, 2024 provided that the Company make a payment into the trust account for the first three-month extension (from December 15, 2023 through March 15, 2024) equal to the lesser of $150,000 or $0.045 per share of Class A Ordinary Shares entitled to redemption rights and thereafter, a payment of equal to the lesser of $50,000 or $0.015 per Public Share per month through November 15, 2024. On December 14, 2023, the Company deposited $184,623 into the trust account. Shareholders also approved an amendment to change the name of the Company from RCF Acquisition Co. to Perception Capital Corp. IV.

In connection with the extensions amendment proposal voted on at the Meeting, shareholders holding an aggregate of 8,236,760 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.99 per share, for an aggregate redemption amount of $90,510,679 of the funds held in the Company’s Trust Account.

As of ~~March~~June 3130, 2024, we have available to us $4425,~~202~~214 of cash on our balance sheet and a working capital deficit of $1,~~177~~719,~~665~~271. We will use the available cash primarily to find and evaluate target businesses, perform business, legal, and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. The interest ~~income~~ income earned on the investments in our Trust Account are unavailable to fund operating expenses.

In order to finance transaction costs in connection with the initial business combination, prior to November 6, 2023,our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. On November 6, 2023, as required by the SPA, the Company entered into an Omnibus Termination and Release Agreement with the Original Sponsor (the “Termination Agreement”). Pursuant to the Termination Agreement, the Company terminated the Sponsor Convertible Note in connection with the Closing of the transactions contemplated by the SPA. In connection with the termination of the Sponsor Convertible Note, the Original Sponsor agreed to cancel and waive all indebtedness under the Sponsor Convertible Note.

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. We anticipate that the cash held outside of the Trust Account as of ~~March~~June 3130, 2024, will not be sufficient to allow us to operate until November 15, 2024, the extended date at which we must complete a Business Combination. If we are unable to complete a Business Combination by November 15, 2024, then we will cease all operations except for the purpose of liquidating.

In connection with our assessment of going concern considerations in accordance with FASB’s ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” no assurances can be provided that such additional capital will ultimately be available if necessary. Management also has determined that if the Company will be unable to complete a Business Combination by November 15, 2024, the extended date of which the Company must complete a Business Combination. If the Company is unable to complete a Business Combination by November 15, 2024, then the Company will cease all operations except for the purpose of liquidating. Management has determined that substantial doubt exists about the Company’s ability to continue as a going concern due to the need to obtain additional capital from the Sponsor to address the Company’s liquidity condition, which the Sponsor is not obligated to advance, and the date for mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 15, 2024.

As of ~~March~~June 3130, 2024, we have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

Management continues to evaluate the impact of the ongoing military conflict in Ukraine and the most recent escalation of ongoing global conflicts, including in the Middle East and has concluded that while it is reasonably possible that these various global conflicts could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Related Party Transactions

Founder Shares

On June 9, 2021, the Sponsor purchased 5,750,000 Founder Shares of the Company’s Class B ordinary shares for an aggregate price of $25,000. The Sponsor subsequently transferred an aggregate of 402,500 Founder Shares to members of the Company’s board of directors, management team, board of advisors and/or their estate planning vehicles for the same per-share consideration that it originally paid for such shares, resulting in the Sponsor holding 5,347,500 Founder Shares. The Founder shares will automatically convert into shares of Class A Ordinary Shares at the time of the Company’s initial business combination.

Our initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On May 9, 2023, pursuant to the terms of the Company’s Charter, as amended by the amendments to the Charter, the holders of the Class B ordinary shares, totaling 5,750,000 Class B ordinary shares, elected to convert 5,749,999 Class B ordinary share held by them on a one-for-one basis into nonredeemable Class A Ordinary Shares, with immediate effect. As of ~~March~~June 3130, 2024 and December 31, 2023, the Company had an aggregate of 5,749,999 Non-Redeemable Class A Ordinary Shares issued and outstanding, and one Class B ordinary share issued and outstanding.

Sponsor Notes

Sponsor Convertible Note

On April 1, 2022, we issued an unsecured convertible promissory note (the “Sponsor Convertible Note”) to our Sponsor, pursuant to which we may borrow up to $5,000,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of a Business Combination. The Sponsor Convertible Note is non-interest bearing and all unpaid principal will be due and payable in full on the earlier of (i) May 15, 2024 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving us and one or more businesses (such earlier date, the “Maturity Date”).

Up to $1,500,000 of such loans were convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Our Sponsor will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, into warrants to purchase the Company’s Class A Ordinary Shares at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s Public Offering. The Sponsor Convertible Note is accounted for within the scope of ASC 815 and as a result, the Company bifurcated from the proceeds allocated to the debt host the fair value of a single derivative that comprises all of the individual features requiring bifurcation. Any remaining debt proceeds will be allocated to the debt host. The fair value of the embedded conversion feature upon the issuance of the Sponsor Convertible Note is de minimis.

On May 11, 2023, the Company amended and restated the Sponsor Convertible Note to extend the maturity date from the earlier of (i) May 15, 2023 and (ii) the effective date of a Business Combination to the earlier of (i) May 15, 2024 and (ii) a Business Combination.

On November 6, 2023, as required by the SPA, the Company entered into an Omnibus Termination and Release Agreement with the Original Sponsor (the “Termination Agreement”). Pursuant to the Termination Agreement, the Company terminated the Sponsor Convertible Note in connection with the Closing of the transactions contemplated by the SPA.

In connection with the termination of the Sponsor Convertible Note, the Original Sponsor agreed to cancel and waive all indebtedness under the Sponsor Convertible Note.

Issuance of Extension Convertible Promissory Note

In the second quarter of 2023, the Company issued a convertible promissory note (the “Extension Convertible Promissory”) Note to the Sponsor with a principal amount up to $3,600,000. The Extension Convertible Promissory Note bears no interest and is repayable in full upon the earlier of (a) the effective date of a Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate a Business Combination by the Extended Date, the Extension Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon maturity, the outstanding principal of the Extension Convertible Promissory 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 warrants issued to the Sponsor in a private placement that closed simultaneously with the IPO.

In the second quarter and third quarter of 2023, the Company borrowed $450,000 and $900,000, respectively, from the Extension Convertible Promissory Note.

On November 6, 2023, as required by the SPA, the Company entered into a Termination Agreement with the Original Sponsor. Pursuant to the Termination Agreement, the Company terminated the Extension Convertible Promissory Note in connection with the Closing of the transactions contemplated by the SPA.

In connection with the termination of the Extension Convertible Promissory Note, the Original Sponsor agreed to cancel and waive all indebtedness under the Extension Convertible Promissory Note.

Commitments and Contractual Obligations

At ~~March~~June 3130, 2024, we did not have any long-term debt, finance lease obligations, operating lease obligations or long-term liabilities.

Service and Administrative Fees

We agreed, commencing on November 10, 2021, to pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services provided to our management team. For the three and six months ended ~~March~~June 3130, 2024 and 2023, the Company has incurred $0, ~~and~~ $30,000 and $60,000, respectively, in these fees.

Pursuant to the Termination Agreement, the Company terminated the Administrative Services Agreement, dated November 9, 2021, in connection with the Closing of the transactions contemplated by the SPA. The Original Sponsor forgave and discharged all outstanding fees owed, or $237,000, under the Administrative Services Agreement.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering, or $4,600,000. Additionally, the underwriters will be entitled to a Deferred Underwriting Commission of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. The Deferred Underwriting Commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

On October 26, 2023 and November 6, 2023, the underwriters for the Company’s Initial Public Offering, consisting of Barclays Capital Inc. and Citigroup Global Markets Inc. agreed to waive all rights to their respective portion of the Deferred Underwriting Commission.

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of working capital loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) were entitled to registration rights pursuant to the registration rights agreement signed upon the effective date of the Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Employment Agreement

On September 1, 2022, we entered into the Employment Agreement with Mr. Shah. The Employment Agreement has a term commencing September 1, 2022 and terminates automatically on the later of (i) May 15, 2023, (ii) August 15, 2023 if the Company has executed a letter of intent or agreement in principle in connection with a business combination, and (iii) the closing date of a business combination. Under the Employment Agreement, Mr. Shah is entitled to earn an annual salary of $50,000 and will be reimbursed for all reasonable expenses necessary for him to carry out his duties. Mr. Shah or the Company may terminate the employment with three months’ written notice; however, no notice is required in the case of an automatic termination as described above, or for the Company to terminate the employment for cause, such as due to gross misconduct or material breach of obligations, as set forth under the Employment Agreement. The Employment Agreement also provides for post termination obligations for Mr. Shah, including customary non-compete covenants for up to six months following any termination.

In connection with Mr. Shah’s resignation as Chief Executive Officer, pursuant to the SPA, the Company and Mr. Shah entered into a letter agreement on November 6, 2023 (the “Employment Termination Date”), terminating his Employment Agreement with the Company dated September 1, 2022 (the “Employment Agreement”). The letter agreement between Mr. Shah and the Company provides that the Company will (i) pay the sum of $12,500 to Mr. Shah as a payment in lieu of notice owed under the Employment Agreement through the next available payroll following the Employment Termination Date and (ii) make a payment in lieu of Mr. Shah’s accrued but untaken holiday entitlement.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires 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 financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. We have identified the following critical accounting estimates:

Warrant Liabilities

We evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (the Closing Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.

Convertible Senior Secured Promissory Note

We evaluated the Convertible Senior Secured Promissory Note (“Blue Capital Note”) in accordance with ASC 815-15, “Derivatives and Hedging” and concluded that with the exception of the Private Placement Warrants feature for which the fair value of the embedded derivative feature was bifurcated, the remaining debt proceeds received have been allocated to the debt host at Par (i.e., recorded at proceeds received). Pursuant to ASC 470, the Company recorded the fair value of the embedded derivative feature on the consolidated balance sheets using the relative fair value method and the related amortization of the debt discount on its statements of operations.

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 are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of ~~March~~June 3130, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of ~~March~~June 3130, 2024, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting in connection with accounting for complex financial reporting transactions and accounting for the extinguishment of liabilities, which lead to a restatement.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

ITEM 1A. RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Restated Annual Report on Form 10-K/A filed with the SEC on ~~April~~August 2330, 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 Quarterly Report, there have been no material changes to the risk factors disclosed in Annual Report on Form 10-K/A filed with the SEC on ~~April~~August 2330, 2024. However, 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.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

On May 16, 2024, Tao Tan, who served as President of the Company informed the Board of Directors that he would be resigning his position as President. This resignation was not due to any disagreement with the registrant on any matter relating to the registrant’s operations, policies or practices. Mr. Tan’s resignation will be effective May 23, 2024.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), 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)

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels 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.

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.

	PERCEPTION CAPITAL CORP IV.
Date: May 23, 2024		/s/ Rick Gaenzle
Date: September 11, 2024		/s/ Rick Gaenzle
	Name:	Rick Gaenzle
	Title:	Chief Executive Officer and Director (Principal Executive Officer)

Date: May 23, 2024		/s/ John Stanfield
Date: September 11, 2024		/s/ John Stanfield
	Name:	John Stanfield
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

Filing Compare · Perception Capital Corp. IV