STOCKHOLDERS’ DEFICIT |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ DEFICIT | NOTE 8 — STOCKHOLDERS’ DEFICIT
Preferred Stock— The Company is authorized to issue shares of preferred stock, par value $ per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2025 and December 31, 2024, there were shares of preferred stock issued or outstanding.
Common Stock— The Company is authorized to issue shares of common stock with par value of $ each. As of June 30, 2025 and December 31, 2024, there were 3,977,853 and shares of Common Stock issued, respectively, and shares of Common Stock outstanding, excluding and shares subject to possible redemption, respectively. Each share of Common Stock entitles the holder to one vote.
Treasury Stock — On June 21, 2021 the Former Sponsor agreed to deliver the Company shares of common stock beneficially owned by the Former Sponsors.
Rights — Except in cases where the Company is not the surviving company in the Business Combination, each holder of a right will automatically receive one-tenth (1/10) of a share of common stock upon consummation of the Business Combination, even if the holder of a right converted all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s Certificate of Incorporation with respect to its pre-Business Combination activities. In the event that the Company will not be the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share of common stock underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional share of common stock upon consummation of Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of the rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis.
|