Financial Performance - The Company recorded a net loss of $89,624 for the three months ended March 31, 2025, consisting of operating costs of $355,862 and interest expense of $1,125, partially offset by investment income of $267,363[137]. - The Company recorded a net income of $357,077 for the three months ended March 31, 2024, primarily from investment income of $735,578[138]. - The Company has not generated any revenues to date and will only generate non-operating income after the completion of its Business Combination[136]. - Interest expenses under the promissory note to third parties were recorded at $1,125 for the three months ended March 31, 2025[147]. Cash and Working Capital - As of March 31, 2025, the Company had cash of $17,229 and a working capital deficit of $3,214,910[139]. - The Company borrowed $241,112 under Working Capital Loans as of March 31, 2025, which are included in convertible promissory notes[141]. - The Company borrowed a total of $841,112 from the Chief Financial Officer in the form of convertible promissory notes, which are repayable upon the consummation of the Business Combination[143]. - The CFO also paid $144,060 to third-party vendors for working capital purposes, which are unsecured and due on demand[144]. - From July 2024 to March 2025, the Company borrowed a total of $975,000 from Tianji and its subsidiaries, with an additional $100,000 received after March 31, 2025, bringing the total to $1,075,000 due to third parties[145]. Business Combination and Acquisition Plans - The Company entered into a merger agreement on January 26, 2025, with Tianji Tire Global (Cayman) Limited, involving a total merger consideration of $450,000,000[131][133]. - The Company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing a Business Combination[116]. - The Company has incurred significant costs related to financing and acquisition plans, raising concerns about its ability to continue as a going concern if the Initial Business Combination is not completed by August 12, 2025[148]. - The Company has the right to extend the Termination Date of its Business Combination up to ten additional times by depositing $75,000 per month, with a current outstanding requirement of $600,000 for extensions[120]. Compliance and Regulatory Matters - The Company received a delisting determination letter from Nasdaq on April 23, 2024, but subsequently paid the outstanding fee to regain compliance[121]. - There are no off-balance sheet arrangements or long-term liabilities as of March 31, 2025[149][150]. - The underwriter is entitled to a deferred fee of $2,587,499, which will be revised to $750,000 in cash and 200,000 shares upon the closing of the Business Combination[150]. Management and Operations - Management does not anticipate any material effects from recently issued accounting pronouncements on the financial statements[152]. - The Company has conducted no operations to date, resulting in no unaudited quarterly operating data being included in the report[153].

IPO and Financial Proceeds - The Company completed its initial public offering (IPO) on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 units at a price of $10.00 per unit[22]. - A total of $75,776,764 from the IPO and private placement was placed in a trust account for the benefit of public shareholders, with $72,039,264 from the IPO and $3,737,500 from the private placement[26]. - Following the IPO, $75,776,764 was placed in a trust account, equating to $10.25 per unit, for future business combinations[133]. - As of December 31, 2024, the Company had cash of $66,985 and a working capital deficit of $2,857,923[160]. - The anticipated per-share redemption price for public shareholders upon consummation of the initial business combination is expected to be $10.25[78]. - The per-share redemption amount for shareholders upon dissolution is approximately $10.25, which may be reduced due to creditor claims[96]. - The trust account holds $75,776,764 from the IPO and private placement, which may only be invested in U.S. government treasury obligations or money market funds[121]. Business Combination and Agreements - The Company entered into a Merger Agreement on January 26, 2025, for a business combination with Tianji Tire Global, which will be executed in two steps[38]. - The Sponsor Support Agreement was executed to approve the Merger Agreement and the proposed business combination[39]. - The Company Support Agreement was signed by certain Tianji shareholders to approve the Merger Agreement and the proposed business combination[41]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the trust account balance at the time of the agreement[58]. - The company intends to structure its initial business combination to acquire 100% of the equity interest or assets of the target business[68]. - Initial shareholders have agreed to waive their redemption rights for founder shares if the business combination is not consummated within the specified period[95]. - The Company entered into a merger agreement on January 26, 2025, with Tianji Tire Global, involving a total merger consideration of $450,000,000[155]. Management and Operations - The management team emphasizes the importance of a mature and adaptable management team as a competitive edge in complex environments[55]. - The management team has extensive experience in multinational financial management, which will aid in identifying financial risks of potential investment targets[49]. - The company plans to pursue prospective targets in technology, internet, and consumer sectors, focusing on companies with established brands and stable cash flow[53]. - The company will conduct extensive due diligence on prospective target businesses, including meetings with management and financial reviews[65]. - The independent directors bring diverse international experience, enhancing the company's ability to identify and evaluate target businesses[51]. - The company currently has two executive officers who are not obligated to devote specific hours to company matters[104]. - The company may recruit additional managers post-business combination, but there is no guarantee of finding suitable candidates[73]. Compliance and Regulatory Matters - The Company received a delisting determination letter from Nasdaq in April 2024 but subsequently paid the outstanding fee[31]. - The Company requested a hearing before Nasdaq to appeal a suspension and delisting due to non-compliance with listing rules, with a hearing scheduled for August 1, 2024[33]. - The Company received a notice from Nasdaq on October 12, 2023, regarding non-compliance with the minimum holder requirement, with a deadline to submit a compliance plan by November 27, 2023[141]. - The Company was notified on December 22, 2023, of non-compliance for failing to timely file its Quarterly Report for the period ended September 30, 2023, with a 60-day window to submit a compliance plan[142]. Financial Performance and Projections - The Company recorded a net income of $1,442,593 for the year ended December 31, 2024, consisting of investment income of $2,377,420, offset by operating costs of $551,662 and other expenses[158]. - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern if a business combination is not completed by August 12, 2025[169]. - The Company has not generated any operating revenues to date and will not do so until after the completion of its business combination[157]. - The Company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[116]. - The Company intends to retain all earnings for business operations and does not anticipate declaring any dividends in the foreseeable future[116]. Internal Controls and Governance - As of December 31, 2024, the company's disclosure controls and procedures were deemed ineffective by the Certifying Officers[179]. - Management assessed the internal control over financial reporting and identified a material weakness due to inadequate segregation of duties and insufficient written policies[182]. - The company plans to enhance internal controls by increasing board size and consulting third-party professionals for complex accounting applications[183]. - The audit committee consists of independent directors, ensuring compliance with Nasdaq listing standards[200]. - Jiangping (Gary) Xiao is recognized as an "audit committee financial expert" under SEC rules[201]. - The compensation committee is responsible for overseeing executive compensation and may retain external advisers while considering their independence[204]. - The nominating committee oversees the selection of board nominees and consists solely of independent directors[205]. - Management intends to implement remediation steps to improve internal controls and address identified weaknesses[183]. Legal and Risk Factors - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[102]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk[108]. - The company may be subject to legal proceedings, but is not currently involved in any material litigation[110]. - Officers and directors may have conflicts of interest due to multiple business affiliations and fiduciary obligations[213]. - The company has agreed not to consummate an initial business combination with entities affiliated with initial shareholders unless independent fairness opinions are obtained[216].

Combination Period and Compliance - The Company extended the Combination Period from August 12, 2023, to April 12, 2024, by depositing a total of $800,000 into the Trust Account[107]. - The Company has the right to extend the Combination Period eleven more times for an additional one month each time, from September 12, 2024, to August 12, 2025[124]. - The Company received a delisting determination letter from Nasdaq due to non-compliance with Listing Rule 5450(a)(2) regarding the minimum number of holders[109]. - The Company submitted a compliance plan to Nasdaq on November 27, 2023, to regain compliance with Listing Rule 5450(a)(2)[109]. - The Company regained compliance with Nasdaq filing requirements on September 16, 2024, and is subject to a mandatory panel monitor for one year[125]. - The Company received a notification from Nasdaq for failing to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2023[110]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $227,631, down 50% from $454,799 in the same period of 2023[127]. - For the nine months ended September 30, 2024, the company had a net income of $1,212,138, a decrease of 38.5% compared to $1,969,273 for the same period in 2023[128]. - The company completed its initial public offering on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 units[129]. Cash and Debt Position - As of September 30, 2024, the company had cash of $13,053 and a working capital deficit of $2,783,677[133]. - The company borrowed $841,112 from the Chief Financial Officer for working capital purposes, which is convertible into units at $10.00 per unit upon the consummation of a Business Combination[136]. - The company has no long-term debt or capital lease obligations as of September 30, 2024[143]. - The company has no off-balance sheet arrangements or commitments as of September 30, 2024[141]. Costs and Concerns - The company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern if a Business Combination is not completed by August 12, 2025[140]. - The company recorded transaction costs of $3,898,030 related to the initial public offering, including $739,286 in upfront underwriting fees[132]. Interest and Borrowing - The Company borrowed $600,000 from an unrelated third party for a potential business combination, which is unsecured and non-interest bearing[118]. - The Company recorded $3,513 in interest expenses under a promissory note for the three and nine months ended September 30, 2024[120]. Internal Controls - The company’s principal executive officer and principal financial officer concluded that the disclosure controls and procedures were not effective during the period covered by the report[148]. Share Redemption - A total of 1,440,891 ordinary shares were redeemed at a price of approximately $10.68 per share, resulting in an aggregate redemption amount of $15,385,924[104]. - As of September 30, 2024, there were 2,224,131 ordinary shares subject to possible redemption outstanding[106].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $677,230, down from $820,420 in the same period of 2023, primarily due to a decrease in operating income [107]. - The company reported a net income of $984,507 for the six months ended June 30, 2024, compared to $1,514,474 for the same period in 2023 [107]. - The company incurred operating costs of $77,927 for the three months ended June 30, 2024, compared to $120,796 for the same period in 2023 [107]. Initial Public Offering - The company generated gross proceeds of $73,928,550 from its initial public offering of 7,392,855 units at $10.00 per unit on August 12, 2022 [108]. - The company incurred transaction costs of $3,898,030 related to the Initial Public Offering, including $739,286 in up-front underwriting fees [109]. - The deferred underwriting fee of $2,587,499 will be revised to $750,000 in cash and 200,000 shares upon the closing of the initial business combination [116]. Shareholder Information - As of June 30, 2024, the company had a total of 5,127,282 ordinary shares subject to possible redemption outstanding after the annual general meeting [92]. - The company redeemed a total of 1,440,891 ordinary shares at a redemption price of approximately $10.68 per share, resulting in an aggregate redemption amount of $15,385,924 [90]. - The company received a notification from Nasdaq regarding non-compliance with Listing Rule 5450(a)(2) due to having fewer than 400 total holders of its ordinary shares [95]. Combination Period and Extensions - The company extended the Combination Period to August 12, 2024, by depositing $100,000 into the Trust Account for each one-month extension, totaling $800,000 for eight extensions [93]. - The company has the right to extend the Combination Period four more times for an additional one month each time, from April 12, 2024, to August 12, 2024 [93]. Financial Position - As of June 30, 2024, the company had cash of $4,532 and a working capital deficit of $1,954,324 [110]. - The company borrowed a total of $841,112 from the Chief Financial Officer in convertible promissory notes for working capital purposes from October 2023 to the filing of this Quarterly Report [114]. - The company borrowed $10,000 from the Sponsor on September 8, 2023, which is repayable upon the consummation of the Business Combination [112]. - The company has no long-term debt, capital lease obligations, or operating lease obligations as of June 30, 2024 [116]. Operating Revenues - The company has not generated any operating revenues to date and will only generate non-operating income in the form of interest income on cash and cash equivalents after the IPO [105]. - The interest income earned on investments in the Trust Account is unavailable to fund operating expenses [110]. Other Financial Arrangements - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities [115]. - The company charged $210,873 in offering costs to accumulated deficit for the year ended December 31, 2023 [109]. - The company intends to use funds held outside the Trust Account and proceeds from Convertible Promissory Notes for evaluating prospective acquisition candidates [110].

Financial Position - As of March 31, 2024, the Company had cash of $5,308 and a working capital deficit of $1,876,397[105]. - As of March 31, 2024, the Company borrowed a total of $240,112 in convertible promissory notes from related parties, up from $90,112 as of December 31, 2023[106]. - The Company borrowed $841,112 from the Chief Financial Officer in convertible promissory notes for working capital purposes, with no interest and repayable upon the consummation of the Business Combination[108]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of the reporting date[111]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[109]. Revenue and Income - For the three months ended March 31, 2024, the Company reported a net income of $357,077, down from $694,054 in the same period of 2023[101]. - The Company has not generated any revenues to date and will not do so until after completing a business combination[100]. Initial Public Offering and Financing - The Company raised gross proceeds of $73,928,550 from its initial public offering, with an additional $3,737,500 from a private placement[102]. - The Company incurred transaction costs of $3,898,030 related to the initial public offering, including $739,286 in upfront underwriting fees[104]. - The underwriter is entitled to a deferred fee of $2,587,499, which will be revised to $750,000 in cash and 200,000 shares upon the closing of the Business Combination[111]. Shareholder and Compliance Issues - The Company received a notice from Nasdaq regarding non-compliance with Listing Rule 5450(a)(2) due to insufficient total holders of its ordinary shares[92]. - A total of 1,440,891 ordinary shares were redeemed at a price of approximately $10.68 per share, totaling $15,385,924[87]. Trust Account and Extensions - The Company extended the Termination Date to August 12, 2024, by depositing $400,000 into the Trust Account[84]. - The Company has the right to extend the Combination Period four more times for an additional one month each time, from April 12, 2024, to August 12, 2024[90]. - The Company made eight tranches of deposits of $100,000, totaling $800,000, to the Trust Account from August 2023 to March 2024[90]. Accounting and Operations - There are no critical accounting estimates affecting the reported amounts of assets and liabilities as of March 31, 2024[112]. - Management does not anticipate any material effects from recently issued accounting pronouncements on the Company's financial statements[113]. - The Company has conducted no operations to date, resulting in no unaudited quarterly operating data included in the report[114]. Miscellaneous - The Chief Financial Officer paid $144,060 to third-party vendors on behalf of the Company for working capital purposes, which is due on demand[108]. - The Company borrowed $10,000 from the Sponsor on September 8, 2023, which is also convertible into units at the Sponsor's election[107].

Financial Arrangements - The Company made six tranches of deposits totaling $600,000 to the Trust Account, extending the Combination Period to April 12, 2024[28]. - The Company may use proceeds held outside the Trust Account to repay Working Capital Loans if a Business Combination does not close[29]. - The Company has not yet deposited the required $400,000 to extend the Termination Date to August 12, 2024[28]. Borrowing and Loans - As of December 31, 2023, the Company borrowed $90,112 under Working Capital Loans, which is included in the November 2023 Convertible Note[29]. Combination Period and Rights - The Company has the right to extend the Combination Period for an additional four months, potentially extending the Termination Date to August 12, 2024[28]. - Initial shareholders have agreed to waive their redemption rights regarding founder shares if the initial business combination is not completed within the specified period[33]. Internal Controls - The Company assessed its internal control over financial reporting and determined it did not maintain effective controls as of December 31, 2023, due to material weaknesses[345]. - Management's assessment of internal controls highlighted inadequate segregation of duties and insufficient written policies[345]. Audit Committee - The audit committee consists of three independent members, including Jiangping (Gary) Xiao, who serves as the chair[357]. Management Positions - The Company does not intend to ensure that management team members maintain their positions post-business combination, although some may negotiate arrangements[356].

Financial Performance - For the nine months ended September 30, 2023, the company reported a net income of $1,969,273, compared to a net loss of $30,657 for the same period in 2022[102]. - For the three months ended September 30, 2023, the company achieved a net income of $454,799, while in the same period of 2022, it recorded a net loss of $30,657[103]. Initial Public Offering (IPO) - The company generated gross proceeds of $73,928,550 from its initial public offering (IPO) on August 12, 2022, by issuing 7,392,855 units at $10.00 per unit[104]. - The company incurred transaction costs of $3,898,030 related to the IPO, which included $739,286 in upfront underwriting fees[107]. Share Redemption - The company redeemed a total of 1,440,891 ordinary shares at a redemption price of approximately $10.68 per share, resulting in an aggregate redemption amount of $15,385,924[97]. Working Capital and Financial Position - As of September 30, 2023, the company had cash available of $9,208 and a working capital deficit of $901,486[108]. - As of September 30, 2023, the company had not borrowed any amounts under Working Capital Loans, but it did borrow $10,000 from the Sponsor for working capital purposes[110]. Combination Period and Amendments - The company extended its Combination Period from August 12, 2023, to March 12, 2024, by making deposits of $700,000 into the Trust Account[100]. - The company has the right to extend the Combination Period five more times for an additional one month each time, from March 12, 2024, to August 12, 2024[100]. - On October 20, 2023, the company approved an amendment to its Articles of Association, removing restrictions on business combinations with entities based in the People's Republic of China[99].

Financial Performance - The company reported a net income of $820,420 for the three months ended June 30, 2023, compared to a net income of $0 for the same period in 2022, indicating a significant improvement[10]. - Basic and diluted net income per ordinary share was $0.08 for the three months ended June 30, 2023, compared to $0.00 for the same period in 2022[10]. - For the six months ended June 30, 2023, the company reported a net income of $1,514,474, consisting of investment income of $1,763,533 and operating costs of $249,059[98]. Assets and Liabilities - As of June 30, 2023, total assets amounted to $78,627,171, an increase from $76,944,986 as of December 31, 2022, reflecting a growth of approximately 2%[8]. - Cash and marketable securities held in the trust account were $78,304,986 as of June 30, 2023, compared to $76,541,453 as of December 31, 2022, showing an increase of about 2.3%[8]. - The accumulated deficit increased to $(2,590,306) as of June 30, 2023, from $(2,341,247) as of December 31, 2022, representing a deterioration of approximately 11%[8]. - Total current liabilities increased to $324,762 as of June 30, 2023, from $157,051 as of December 31, 2022, indicating an increase of approximately 106%[8]. - The Company had $287,183 in cash in its operating bank account as of June 30, 2023, compared to $403,012 as of December 31, 2022[34][41]. Initial Public Offering (IPO) - The Initial Public Offering generated gross proceeds of $73,928,550, with offering costs amounting to $3,898,030[22]. - The Initial Public Offering (IPO) on August 12, 2022, generated gross proceeds of $73,928,550 from the sale of 7,392,855 Units, with offering costs amounting to $3,898,030[60][61]. - Following the IPO, $75,776,764 was placed in a trust account, which includes net proceeds from the IPO and a private placement[101]. - The Company incurred offering costs of approximately $3,898,030 related to the IPO, which included $2,587,499 for deferred underwriting commissions[61]. Business Combination and Operations - The company has not yet commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[21]. - The Company will redeem 100% of the outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account if a Business Combination is not completed within the Combination Period[32]. - The Company will only proceed with a Business Combination if it has net tangible assets of at least $5,000,001 immediately prior to consummation[25]. - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern if it fails to complete a Business Combination[36]. - The Company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[92]. - The company has not generated any operating revenues to date and will not do so until after completing its initial business combination[97]. Shareholder Information - The company had 8,138,038 ordinary shares issued and outstanding as of August 11, 2023[5]. - On August 9, 2023, 1,550,710 ordinary shares were tendered for redemption, leaving 8,138,038 ordinary shares outstanding[29]. - The weighted average number of ordinary shares outstanding for the six months ended June 30, 2023, was 9,688,748, compared to 1,848,214 for the same period in 2022[58]. - The Company issued an aggregate of 2,156,250 founder shares to the Sponsor for a total purchase price of $25,000, resulting in 1,848,214 shares outstanding post-IPO[65]. - A total of 1,550,710 ordinary shares were tendered for redemption during the extraordinary general meeting, leaving 8,138,038 ordinary shares[94]. Financial Obligations and Risks - The Company expects to incur approximately $500,000 in expenses for legal, accounting, and due diligence related to its initial business combination[104]. - The Company has the right to extend the Combination Period twelve times for an additional one month each time, with an Extension Payment of the lesser of $100,000 or $0.045 per outstanding public share for each extension[29][30]. - The Company has not borrowed any amounts under Working Capital Loans as of June 30, 2023, which could be up to $500,000 convertible into additional Private Units upon a Business Combination[69]. - There have been no material changes in risk factors since the last report, and no off-balance sheet arrangements exist[107][114]. - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination[93].

Financial Performance - The company reported a net income of $694,054 for the three months ended March 31, 2023, compared to no income for the same period in 2022[11]. - Basic and diluted net income per ordinary share was $0.07 for the three months ended March 31, 2023, while there was no income per share in the prior year[11]. - For the three months ended March 31, 2023, the company reported a net income of $694,054, consisting of investment income of $822,317 and operating costs of $128,263[91]. Assets and Liabilities - As of March 31, 2023, total assets amounted to $77,762,253, an increase from $76,944,986 as of December 31, 2022, reflecting a growth of approximately 1.06%[8]. - Cash and marketable securities held in the trust account totaled $77,363,770 as of March 31, 2023, compared to $76,541,453 at the end of 2022, indicating a slight increase of 1.07%[8]. - Total current liabilities increased to $280,264 as of March 31, 2023, from $157,051 at the end of 2022, representing an increase of approximately 78.3%[8]. - The accumulated deficit grew to $(2,469,510) as of March 31, 2023, compared to $(2,341,247) at the end of 2022, reflecting an increase of about 5.5%[12]. Initial Public Offering (IPO) - The initial public offering generated gross proceeds of $73,928,550, with offering costs amounting to $3,898,030[23]. - The Initial Public Offering (IPO) generated gross proceeds of $73,928,550 from the sale of 7,392,855 Units at $10.00 per Unit on August 12, 2022[59]. - Transaction costs for the IPO amounted to $3,898,030, including $739,286 in upfront underwriting fees and a deferred discount of $2,587,499[111]. - A total of $75,776,764 of net proceeds from the IPO and Private Placement was deposited in a trust account for public shareholders, including $72,039,264 from the IPO[110]. Shareholder Information - The company had 9,688,748 ordinary shares outstanding as of May 16, 2023, up from 1,848,214 shares in the same period last year[5]. - The Company will allow shareholders to redeem Public Shares at a pro rata amount of $10.25 per share, plus any interest earned, upon completion of a Business Combination[28]. - The Company had no amounts outstanding under any Working Capital Loan as of March 31, 2023[34]. - The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share[74]. Business Operations and Future Plans - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial business combination[22]. - The Company expects to incur significant costs in pursuing its financing and acquisition plans, raising concerns about its ability to continue as a going concern if a Business Combination is not completed within the specified timeframe[35]. - The Company has until 12 months from the IPO closing to complete a Business Combination, extendable to 18 months if necessary[30]. - The company expects to incur approximately $500,000 for legal, accounting, and due diligence expenses related to structuring and negotiating business combinations[97]. Risk Factors - The company is classified as an emerging growth company and is subject to risks associated with early-stage companies[22]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[38]. - There have been no material changes to the previously disclosed risk factors as of the date of this report[106].

IPO and Financing - The company completed its initial public offering (IPO) on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 units at a price of $10.00 per unit[21]. - A private placement was simultaneously executed, generating total proceeds of $3,737,500 from the sale of 373,750 private units at the same price of $10.00 per unit[23]. - The total net proceeds from the IPO and private placement amounted to $75,776,764, which were placed in a trust account for the benefit of public shareholders[25]. - Following the IPO, $75,776,764 was placed in a trust account, which may only be invested in U.S. government treasury obligations or certain money market funds[103]. - The anticipated per-share amount in the trust account is $10.25, which will be distributed to investors who redeem their shares[61]. - The company incurred offering costs of $3,898,030 during the IPO, including $2,587,499 for deferred underwriting commissions[216]. - The underwriter is entitled to a deferred fee of 3.50% of the gross proceeds of the Offering upon closing of the Business Combination, amounting to $2,587,499[120]. Business Strategy and Target Companies - The company intends to pursue target businesses primarily in the technology, internet, and consumer sectors, focusing on companies with established brands and stable cash flow[33]. - The management team emphasizes the importance of a strong management team in potential target companies, looking for those with entrepreneurial experience and adaptability[35]. - The company plans to evaluate target companies based on criteria such as having mature products, positive cash flow, and operating in industries with high barriers to entry[36]. - The company is not currently engaged in operations and will utilize cash from the IPO and private placement for its initial business combination[37]. - The management team has significant experience in identifying potential target businesses, with backgrounds in public companies and international markets[31]. - The company is not considering any business combinations with entities based in the People's Republic of China due to regulatory uncertainties[20]. - The company aims to acquire a target business with a fair market value of at least 80% of the trust account balance at the time of the agreement[45]. - The company plans to structure its initial business combination to acquire 100% of the equity interest or assets of the target business[50]. Business Combination and Redemption Rights - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account value at the time of the agreement[39]. - Shareholders will have the opportunity to redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[62]. - The company will only consummate an initial business combination if it has net tangible assets of at least $5,000,001 upon consummation[57]. - The company has until 12 months from the IPO closing to complete an initial business combination, with the possibility of extending this period up to 18 months through six one-month extensions[74]. - A deposit of $369,643 is required for each one-month extension, totaling up to $2,217,858 if the full six-month extension is utilized[74]. - If the initial business combination is not completed, public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for the pro rata share of the trust account[70]. - The company will distribute the aggregate amount in the trust account to public shareholders if it fails to consummate the initial business combination within the allotted time[75]. - The company’s initial shareholders have agreed to waive their redemption rights concerning their founder shares if the initial business combination is not completed within the specified period[76]. - Any redemption requests can be withdrawn at any time up to the vote on the proposed business combination[69]. Financial Performance and Position - The company had a net income of $410,646 for the year ended December 31, 2022, consisting of investment income of $764,689 offset by formation and operational costs of $354,043[114]. - As of December 31, 2022, the company had $403,012 in cash and no cash equivalents[117]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[113]. - The company reported a net income of $410,646 for the year ended December 31, 2022, compared to a net loss of $3,230 for the period from March 3, 2021, through December 31, 2021[205]. - The cash balance increased to $403,012 as of December 31, 2022, up from $4,602 as of December 31, 2021[203]. - Total liabilities increased to $2,744,550 as of December 31, 2022, compared to $147,280 as of December 31, 2021[203]. - The accumulated deficit as of December 31, 2022, was $(2,341,247), compared to $(3,230) as of December 31, 2021[203]. - The company has 7,392,855 ordinary shares subject to possible redemption at a redemption value of $10.35 per share as of December 31, 2022[203]. - The weighted average shares outstanding for the year ended December 31, 2022, were 4,898,504, compared to 1,848,214 for the prior period[205]. Governance and Compliance - The audit committee consists of independent directors, ensuring compliance with Nasdaq listing standards and SEC rules[146]. - Jiangping (Gary) Xiao qualifies as an "audit committee financial expert" as defined by SEC rules, enhancing the board's oversight capabilities[147]. - The compensation committee is responsible for overseeing executive compensation and ensuring compliance with Nasdaq and SEC requirements[149]. - The Company has established a compensation committee to review and approve executive compensation policies and plans, ensuring transparency and accountability[150]. - The Company does not intend to take actions to ensure management team retention post-business combination, indicating a focus on strategic alignment rather than personnel[145]. - As of December 31, 2022, the disclosure controls and procedures were not effective, indicating potential weaknesses in financial reporting[127]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal controls[130]. - All filing requirements applicable to executive officers and directors were believed to be filed in a timely manner[165]. Operational Status and Future Outlook - The company has not identified any specific business combination target and has not initiated substantive discussions with any potential targets[111]. - The company intends to utilize cash from the IPO proceeds, securities, debt, or a combination thereof for a business combination[112]. - The company was formed for the purpose of engaging in business combinations with one or more businesses or entities[214]. - The company is classified as an early stage and emerging growth company, subject to associated risks[215]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[85]. - If the trust account proceeds fall below $10.25 per share, the actual redemption amount may be less than this figure due to potential claims from creditors[81]. - The company may use a portion of offering proceeds held outside the trust account to repay loans from initial shareholders if unable to consummate an initial business combination[177]. - If the initial business combination is consummated, up to $500,000 of promissory notes may be converted into additional private units at a price of $10.00 per unit[177].