Commitments	9 Months Ended
Sep. 30, 2024
Commitments
Commitments	Note 6 — Commitments Registration rights The holders of the Founder Shares, Private Units (and all underlying securities), and any shares that may be issued upon conversion of Working Capital Loans and the payment for the extension of the Combination Period have been entitled to registration rights pursuant to a registration rights agreement signed on November 13, 2023. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities of. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted the underwriters a 45-day option to purchase up to 900,000 additional Public Units to cover over-allotments, at the IPO price, less the underwriting discounts and commissions. On November 16, 2023, the underwriters fully exercised the over-allotment option to purchase 900,000 Public Units, generating gross proceeds to the Company of $9,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Public Unit 2.0% of the gross proceeds of the IPO, or $1,380,000. In addition, the underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $2,415,000, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Financial Advisory Agreement On November 20, 2023, the Company entered into a financial advisory agreement with Macforth Industries (N) Ltd. to assist the Company in identifying potential investors by December 31, 2024. The Company has prepaid $200,000 in cash on November 22, 2023, and incurred $30,770 in financial advisory fees in 2023. For the three and nine months ended September 30, 2024, the Company recognized $46,155 and $138,465 in financial advisory fees on the unaudited condensed statement of operations. Macforth Industries (N) Ltd. was also entitled to a financial advisory fee equal to 2.0% of the financing proceeds upon the closing of a Business Combination, which was contingent on the closing of the Business Combination. On April 24, 2024, the Company and Macforth Industries (N) Ltd. entered into an amendment of the financial advisory agreement, pursuant to which, the parties agree to cancel the 2.0% financial advisory fees as described above. Right of First Refusal The Company shall give the underwriters the right (but not the obligation) of first refusal to act as the sole provider, from the closing of the Business Combination through the eighteen (18) month anniversary thereof, of any arrangement or facility enabling the Company to raise capital through the sale or other distribution of its shares or any other equity-linked securities directly or indirectly (e.g., by sales of immediately registered shares) to the public markets.

Commitments

9 Months Ended

Sep. 30, 2024

Note 6 — Commitments

Registration rights

The holders of the Founder Shares, Private Units (and all underlying securities), and any shares that may be issued upon conversion of Working Capital Loans and the payment for the extension of the Combination Period have been entitled to registration rights pursuant to a registration rights agreement signed on November 13, 2023. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities of. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company has granted the underwriters a 45-day option to purchase up to 900,000 additional Public Units to cover over-allotments, at the IPO price, less the underwriting discounts and commissions. On November 16, 2023, the underwriters fully exercised the over-allotment option to purchase 900,000 Public Units, generating gross proceeds to the Company of $9,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Public Unit 2.0% of the gross proceeds of the IPO, or $1,380,000. In addition, the underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $2,415,000, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Financial Advisory Agreement

On November 20, 2023, the Company entered into a financial advisory agreement with Macforth Industries (N) Ltd. to assist the Company in identifying potential investors by December 31, 2024. The Company has prepaid $200,000 in cash on November 22, 2023, and incurred $30,770 in financial advisory fees in 2023. For the three and nine months ended September 30, 2024, the Company recognized $46,155 and $138,465 in financial advisory fees on the unaudited condensed statement of operations. Macforth Industries (N) Ltd. was also entitled to a financial advisory fee equal to 2.0% of the financing proceeds upon the closing of a Business Combination, which was contingent on the closing of the Business Combination. On April 24, 2024, the Company and Macforth Industries (N) Ltd. entered into an amendment of the financial advisory agreement, pursuant to which, the parties agree to cancel the 2.0% financial advisory fees as described above.

Right of First Refusal

The Company shall give the underwriters the right (but not the obligation) of first refusal to act as the sole provider, from the closing of the Business Combination through the eighteen (18) month anniversary thereof, of any arrangement or facility enabling the Company to raise capital through the sale or other distribution of its shares or any other equity-linked securities directly or indirectly (e.g., by sales of immediately registered shares) to the public markets.

Global Lights Acquisition Corp 10-Q