Part I - Financial Information [Financial Statements](index=3&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) The financial statements as of June 30, 2023, show the company's pre-IPO financial position, including assets, liabilities, and a net loss, prior to its significant capital raise [Balance Sheet (Unaudited)](index=3&type=section&id=Balance%20Sheet%20(Unaudited)) As of June 30, 2023, total assets were $1,189,213, primarily deferred offering costs, with total liabilities at $151,318 and shareholders' equity at $1,037,895 Balance Sheet as of June 30, 2023 (Unaudited) | Category | Item | Amount ($) | | :--- | :--- | :--- | | **Assets** | | | | | Cash | 2,520 | | | Deferred offering costs | 1,185,732 | | | **Total Assets** | **1,189,213** | | **Liabilities & Equity** | | | | | Due to related party | 148,813 | | | Total Current Liabilities | 151,318 | | | **Total Liabilities** | **151,318** | | | Total Shareholders' Equity | 1,037,895 | | | **Total Liabilities and Shareholders' Equity** | **1,189,213** | [Statements of Operations (Unaudited)](index=4&type=section&id=Statements%20of%20Operations%20(Unaudited)) From inception to June 30, 2023, the company reported no revenue and a net loss of $3,105 due to formation and operating costs, with a net loss per share of $(0.002) Operating Results (Inception to June 30, 2023) | Metric | Value | | :--- | :--- | | Formation and operating costs | $3,105 | | **Net loss** | **$(3,105)** | | Basic and diluted net loss per common share | $(0.002) | [Statement of Shareholders' Equity (Unaudited)](index=5&type=section&id=Statement%20of%20Shareholders'%20Equity%20(Unaudited)) From inception to June 30, 2023, shareholders' equity increased to $1,037,895, driven by the issuance of 1,905,000 ordinary shares, offset by an accumulated deficit Changes in Shareholders' Equity (Inception to June 30, 2023) | Item | Amount ($) | | :--- | :--- | | Issuance of ordinary shares to Sponsor & Underwriter | 1,041,000 | | Net loss | (3,105) | | **Balance as of June 30, 2023** | **1,037,895** | [Statement of Cash Flows (Unaudited)](index=6&type=section&id=Statement%20of%20Cash%20Flows%20(Unaudited)) From inception to June 30, 2023, the company reported no operating cash flow, with $2,520 net cash provided by financing activities, resulting in an ending cash balance of $2,520 Cash Flow Summary (Inception to June 30, 2023) | Activity | Net Cash Flow ($) | | :--- | :--- | | Operating Activities | 0 | | Financing Activities | 2,520 | | **Net change in cash** | **2,520** | | **Cash at end of period** | **2,520** | [Notes to Unaudited Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) These notes detail the company's blank check status, post-period IPO and private placement activities, related-party transactions, commitments, and going concern uncertainty - The company is a **blank check company** formed to effect a business combination and has not commenced any operations as of June 30, 2023[63](index=63&type=chunk)[103](index=103&type=chunk) - Management has identified conditions raising substantial doubt about the company's ability to continue as a **going concern**, primarily due to the requirement to complete a Business Combination within the specified Combination Period[82](index=82&type=chunk)[106](index=106&type=chunk) - Subsequent to the balance sheet date, on July 14, 2023, the company consummated its IPO of **6,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$60,000,000**[29](index=29&type=chunk)[104](index=104&type=chunk) - On July 17, 2023, underwriters fully exercised their over-allotment option to purchase an additional **900,000 units**, generating further gross proceeds of **$9,000,000**[10](index=10&type=chunk)[30](index=30&type=chunk)[64](index=64&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202%20%E2%80%93%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's status as a blank check company with no operations, its pre-IPO organizational activities, and the post-IPO placement of **$69,690,000** net proceeds into a trust account - The company is a **blank check company** incorporated to effect a business combination, with an intended focus on businesses in Asia[15](index=15&type=chunk) - Since inception, the company has not engaged in any operations or generated revenue, incurring a net loss of **$3,105** from February 17, 2023, to June 30, 2023[16](index=16&type=chunk)[17](index=17&type=chunk) IPO and Trust Account Details (as of July 18, 2023) | Item | Amount ($) | | :--- | :--- | | Gross Proceeds from IPO (incl. over-allotment) | 69,000,000 | | Gross Proceeds from Private Placements | 3,615,000 | | Amount placed in Trust Account | 69,690,000 | - The company engaged EBC as a business combination advisor, with fees payable upon consummation, including **3.5% of IPO gross proceeds** and a potential **1.0% of total consideration** if EBC introduces the target[12](index=12&type=chunk)[142](index=142&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=20&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a **smaller reporting company** defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[145](index=145&type=chunk) [Controls and Procedures](index=20&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) As of June 30, 2023, the CEO and CFO concluded the company's disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer evaluated the company's disclosure controls and procedures and concluded they were **effective** as of June 30, 2023[147](index=147&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[128](index=128&type=chunk)[148](index=148&type=chunk) - A report of management's assessment regarding internal control over financial reporting is not included, as permitted for **newly public companies**[88](index=88&type=chunk) Part II - Other Information [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of equity securities, including founder shares and private placements, and confirms the deposit of **$69,690,000** from the July 2023 IPO and private placements into a trust account - In February and March 2023, the company issued an aggregate of **1,905,000 ordinary shares** to its sponsors and EarlyBirdCapital, Inc. in transactions exempt from registration under Section 4(a)(2) of the Securities Act[114](index=114&type=chunk) - Simultaneously with the IPO, the company sold **330,000 Private Placement Units** at **$10.00 each** in a private sale, raising **$3,300,000**[151](index=151&type=chunk) - Following the full exercise of the over-allotment option, an additional **31,500 Private Placement Units** were sold, generating **$315,000**[131](index=131&type=chunk) - As of July 18, 2023, a total of **$69,690,000** from the IPO and private placement proceeds was deposited into the trust account[152](index=152&type=chunk) [Exhibits](index=23&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive and Financial Officers and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the **Sarbanes-Oxley Act of 2002**[154](index=154&type=chunk) [Signatures](index=24&type=section&id=Signatures) The quarterly report was signed and authorized by the Chief Executive Officer, Jiangang Luo, and Chief Financial Officer, Jing Lu, on August 25, 2023 - The report was signed on **August 25, 2023**, by Jiangang Luo (Chief Executive Officer) and Jing Lu (Chief Financial Officer)[156](index=156&type=chunk)