Financial Position - As of September 30, 2025, the company had cash of $5,431 and a working capital deficit of $30,681,811[139]. - The total due to third parties was $1,675,000 as of September 30, 2025, which increased to $1,950,000 after receiving additional funds[145]. - The company borrowed $241,112 under Working Capital Loans as of September 30, 2025, which is included in convertible promissory notes[141]. - The company has no off-balance sheet arrangements or long-term liabilities as of September 30, 2025[149]. - The company has a deferred underwriting fee of $2,587,499, which will be revised to $750,000 in cash and 200,000 shares upon closing of the initial business combination[150]. Business Combination and Agreements - The Company entered into a merger agreement with Tianji Tire Global, with a total merger consideration of $450 million, issuing 45 million ordinary shares at a deemed price of $10.00 per share[134]. - The Company extended the Termination Date to August 12, 2025, by depositing an aggregate of $700,000 into the Trust Account[115]. - The Company has the right to extend the Combination Period twelve times for an additional month each time, up to August 12, 2026[116]. - The Company received a delisting notice from Nasdaq on August 14, 2025, due to failure to complete its initial business combination by August 9, 2025[126]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $18,447, with investment income of $287,440 and operating costs of $267,843[137]. - For the nine months ended September 30, 2025, the company had a net loss of $169,811, consisting of operating costs of $998,347 and interest expense of $3,413, partially offset by investment income of $831,949[138]. - The company recorded interest expenses of $3,413 for the nine months ended September 30, 2025, under the promissory note[130]. - The company recorded interest expenses of $1,150 and $3,513 for the three months ended September 30, 2025, and 2024, respectively[147]. Funding and Capital - The Company received $400,000 from Tianji for extension deposits, with $375,000 deposited into the Trust Account as of September 30, 2025[119]. - The Company received $275,000 from Tianji for working capital and extension deposits, with $200,000 deposited into the Trust Account[132]. - The Company borrowed $900,000 from Tianji and its subsidiaries from January 2025 to September 2025, resulting in a total of $1,950,000 due to third parties[128]. Going Concern - 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 a business combination is not completed by August 12, 2026[148]. Accounting and Estimates - The company has no critical accounting estimates as of September 30, 2025[151].

Financial Performance - The company recorded a net loss of $98,634 for the three months ended June 30, 2025, compared to a net income of $677,230 for the same period in 2024[139]. - For the six months ended June 30, 2025, the company had a net loss of $188,258, while in 2024, it reported a net income of $984,507[140]. - The company has not generated any revenues to date and will only generate non-operating income after the completion of its business combination[138]. - The company incurred significant costs in pursuit of acquisition plans and cannot assure the success of its business combination[117]. - 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 an Initial Business Combination is not consummated by August 12, 2025[150]. Cash and Working Capital - As of June 30, 2025, the company had cash of $469 and a working capital deficit of $3,740,690[141]. - As of June 30, 2025, the total amount due to third parties was $1,675,000, which includes $775,000 borrowed from Tianji and its subsidiaries from July 2024 to December 2024 and an additional $500,000 received after June 30, 2025[147]. - The Company recorded $144,060 paid by the CFO to third-party vendors for working capital purposes, which is due on demand[146]. Debt and Financing - The company recorded interest expenses of $1,138 for the three months ended June 30, 2025, compared to $0 in the same period in 2024[133]. - The Company recorded interest expenses of $1,138 and $2,263 for the three and six months ended June 30, 2025, respectively, under the promissory note - third party[149]. - The Company borrowed a total of $841,112 from the Chief Financial Officer in the form of convertible promissory notes for working capital purposes from October 2023 to December 2024[145]. - The Company borrowed $10,000 from the Sponsor on September 8, 2023, which is repayable in full upon the consummation of the Business Combination[144]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of June 30, 2025[152]. Business Combination and Agreements - The company entered into a merger agreement on January 26, 2025, with Tianji Tire Global, involving a total merger consideration of $450,000,000[134][136]. - The company extended the termination date to August 12, 2025, by depositing $75,000 for each one-month extension, with 2,903,151 ordinary shares tendered for redemption[119]. - The underwriter is entitled to a deferred fee of 3.50% of the gross proceeds of the Offering, amounting to $2,587,499, upon closing of the Business Combination[152]. Regulatory and Compliance - The company received a delisting notice from Nasdaq on August 14, 2025, due to failure to complete its initial business combination by August 9, 2025[129]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities as of June 30, 2025[151]. - The Company has no critical accounting estimates as of June 30, 2025[153].

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]. - For the three months ended March 31, 2024, the Company had a net income of $357,077, primarily from investment income of $735,578, offset by operating costs of $49,800 and a loss on modification of deferred underwriter commission of $378,501 [138]. 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]. Borrowings and Debt - The Company has borrowed $775,000 from a subsidiary of Tianji from July 2024 to December 2024, and an additional $300,000 from Tianji and its subsidiaries from January 2025 to April 2025, all of which are unsecured and non-interest bearing [128]. - 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, which is 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 due to third parties to $1,075,000 [145]. - The Company issued a promissory note for $300,000 with an annual interest rate of 9.127%, of which $50,000 remained unpaid as of March 31, 2025 [146]. - Interest expenses under the promissory note for the three months ended March 31, 2025, were recorded at $1,125, with total outstanding amounts of $55,789 [147]. 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]. Shareholder Actions - 2,903,151 ordinary shares were tendered for redemption during the extraordinary general meeting on August 12, 2024, leaving 2,224,131 ordinary shares still subject to redemption [119]. Financial Obligations - 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]. Accounting and Estimates - As of March 31, 2025, there were no critical accounting estimates affecting the financial statements [151]. - Management does not anticipate that any recently issued accounting pronouncements will materially affect the Company's financial statements [152]. Business Combination Timeline - 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 the current Termination Date extended to October 12, 2024 [120]. - At the effective time of the Acquisition Merger, each Tianji Class A ordinary share will be converted into the right to receive one Reincorporation Merger Surviving Corporation Class A ordinary share [132]. Off-Balance Sheet Arrangements - There are no off-balance sheet arrangements or long-term liabilities as of March 31, 2025 [149].

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 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 Plans - 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 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]. - 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 entered into a merger agreement on January 26, 2025, with Tianji Tire Global, involving a total merger consideration of $450,000,000[155]. Shareholder and Redemption Rights - The company anticipates an initial redemption price of $10.25 per share for public shareholders upon consummation of the initial business combination[78]. - If the initial business combination is not completed, public shareholders will receive a pro rata distribution from the trust account, net of taxes and up to $50,000 for liquidation expenses[93]. - Initial shareholders have agreed to waive their redemption rights for founder shares if the business combination is not consummated within the specified period[95]. - There is a restriction preventing public shareholders from redeeming more than 20% of the shares sold in the IPO[81]. - The company may allow public shareholders to sell their shares through a tender offer, avoiding the need for a shareholder vote[75]. 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 has faced multiple notifications from Nasdaq regarding non-compliance with filing requirements, including a delinquency notification for the Quarterly Report for the period ended September 30, 2023[142]. - The Company regained compliance with Nasdaq's filing requirements on September 16, 2024, and is under a mandatory panel monitor for one year[148]. Financial Performance and Costs - For the year ended December 31, 2024, the Company recorded a net income of $1,442,593, consisting of investment income of $2,377,420, offset by operating costs of $551,662 and other expenses[158]. - As of December 31, 2024, the Company incurred transaction costs of $3,898,030 related to the IPO, including $739,286 in upfront underwriting fees[134]. - 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 recorded $4,664 in interest expenses under a promissory note for the year ended December 31, 2024, with a total outstanding balance of $54,664[152]. - The Company borrowed a total of $975,000 from Tianji and its subsidiaries from July 2024 to March 2025, which are unsecured and non-interest bearing[167]. 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]. Management and Board Structure - The management team emphasizes the importance of a mature and adaptable management team as a competitive edge in complex environments[55]. - The independent directors bring diverse international experience, enhancing the company's ability to identify and evaluate potential targets[51]. - 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]. - Directors should possess significant achievements and high ethical standards to contribute effectively to the board[209]. 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 may be subject to legal proceedings, but is not currently involved in any material litigation[110]. - The trust account may be subject to claims from creditors, potentially reducing the actual per-share redemption price below $10.25[99]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk[108]. - Conflicts of interest may arise from multiple business affiliations of officers and directors, impacting opportunity presentations[213].

Company Overview - Tianji Tire Global (Cayman) Limited is a leading tire manufacturer primarily operating through subsidiaries in mainland China, focusing on the design, research and development, production, and sales of tires, particularly all-steel, tubeless radial tires for medium- and short-distance transportation [2][9] - The company offers a diverse range of tires under six brands, including the premium brand SEMES and the mid- to high-end brand Tianxin, as well as mass-market brands Lunaite, Aoben, GFT Rider, and Kuangshan Jiuhao, which is tailored for mining transportation [9] Merger Agreement - Embrace Change Acquisition Corp. and Tianji have entered into a definitive merger agreement, with the merger consideration set at $450 million, payable through newly-issued securities of the combined company valued at $10.00 per share [3] - The merger is expected to close on January 26, 2025, and upon completion, the combined entity will be renamed "Tianji Tire Global Group (Cayman) Limited" and will list its Class A ordinary shares on Nasdaq [1][6] Financial Aspects - Embrace Change has approximately $26 million in trust, which is anticipated to support the growth capital needs of the combined company and be used for general working capital purposes [4] - After the merger, Tianji shareholders are expected to retain a majority of the outstanding shares of the combined company and will designate a majority of the board of directors [4] Management and Governance - The management team of Tianji, led by CEO Hailong Cheng, will continue to operate the combined company post-merger [5] - The boards of directors of both companies have unanimously approved the proposed transaction, which is subject to shareholder approval and regulatory conditions [6]

Business Combination and Financing - 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 borrowed $600,000 from an unrelated third party for a potential business combination, which is unsecured and non-interest bearing[118]. - The company borrowed $841,112 from its Chief Financial Officer in the form of convertible promissory notes for working capital purposes[136]. - 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 by August 12, 2025[140]. - The company intends to use funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates[133]. Shareholder and Compliance Issues - 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]. - 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 of its ordinary shares[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 the filing requirement in Listing Rule 5250(c) 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 from $454,799 in the same period of 2023, reflecting a decrease of approximately 50%[127]. - For the nine months ended September 30, 2024, the company had a net income of $1,212,138, compared to $1,969,273 for the same period in 2023, indicating a decline of about 38.5%[128]. - As of September 30, 2024, the company had cash of $13,053 and a working capital deficit of $2,783,677[133]. - 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]. Initial Public Offering - 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 at $10.00 per unit[129]. Interest Expenses - The Company recorded $3,513 in interest expenses under a promissory note for the three and nine months ended September 30, 2024[120]. - The company recorded $3,513 in interest expenses under a promissory note with a third party for the three and nine months ended September 30, 2024[139]. Combination Period Extensions - 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].

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 investment income [122]. - For the six months ended June 30, 2024, the company had a net income of $984,507, compared to $1,514,474 for the same period in 2023, reflecting a decline in investment income and an increase in operating costs [123]. - The company has not generated any operating revenues to date and expects increased expenses due to public company compliance requirements [120]. - As of June 30, 2024, the company had cash of $4,532 and a working capital deficit of $1,954,324 [128]. Initial Public Offering (IPO) - The company raised 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 [124]. - The company generated total proceeds of $3,737,500 from a private placement of 373,750 units simultaneously with the IPO [125]. - Transaction costs of the Initial Public Offering amounted to $3,898,030, including $739,286 in up-front underwriting fees and a deferred discount of $2,587,499 [127]. - The underwriter is entitled to a deferred fee of 3.50% of the gross proceeds of the Offering, amounting to $2,587,499, upon closing of the Business Combination [135]. Business Combination and Extensions - The company extended the business 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 [106]. - At the extraordinary general meeting on August 12, 2024, shareholders approved an amendment allowing the company to extend the combination period twelve times for an additional month each time, with a new payment of $75,000 per outstanding public share for each extension [118]. Share Redemption - The company redeemed 1,440,891 ordinary shares at a price of approximately $10.68 per share, totaling $15,385,924, leaving 5,951,964 shares subject to possible redemption after the August 2023 redemption [103]. - As of June 30, 2024, the company had 5,127,282 ordinary shares subject to possible redemption after redeeming 824,682 shares at approximately $10.81 per share for a total of $8,911,074 [105]. Debt and Borrowing - The company borrowed $241,112 and $90,112 in convertible promissory notes as of June 30, 2024, and December 31, 2023, respectively [129]. - On September 8, 2023, the company borrowed $10,000 from the Sponsor, which is repayable upon the consummation of the Business Combination [130]. - From October 2023 to the filing of this Quarterly Report, the company borrowed a total of $841,112 from the Chief Financial Officer for working capital purposes [132]. Financial Position and Liabilities - As of June 30, 2024, the company had no off-balance sheet arrangements or long-term liabilities [134]. - The company does not anticipate any material effect from recently issued accounting pronouncements on its financial statements [137]. - No unaudited quarterly operating data is included in the report as the company has conducted no operations to date [138].

Financial Performance - For the three months ended March 31, 2024, the Company reported a net income of $357,077, consisting of investment income of $735,578, offset by operating costs of $49,800 and a loss on modification of deferred underwriter commission of $378,501 [115]. - As of March 31, 2024, the Company had cash of $5,308 and a working capital deficit of $1,876,397 [121]. - As of March 31, 2024, the Company has not engaged in any operations or generated any revenues to date [114]. - The Company has no critical accounting estimates that could materially differ from reported amounts as of March 31, 2024 [129]. - Management does not believe that any recently issued accounting pronouncements will have a material effect on the Company's financial statements [130]. - The Company has conducted no operations to date and has no unaudited quarterly operating data included in this report [131]. Capital Structure - The Company raised 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 [116]. - The Company placed $75,776,764 in a trust account from the net proceeds of the IPO and a portion of the private placement proceeds [119]. - The Company incurred transaction costs of $3,898,030 related to the IPO, including $739,286 in up-front underwriting fees and a deferred discount of $2,587,499 [120]. - The Company has no long-term debt or capital lease obligations, and 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 [128]. Borrowings and Financing - As of March 31, 2024, the Company borrowed a total of $240,112 in convertible promissory notes from related parties for working capital purposes [122]. - The Company borrowed $841,112 from the Chief Financial Officer in convertible promissory notes for working capital and extension deposits from October 2023 to the filing of this Quarterly Report [124]. - The Company borrowed $10,000 from the Sponsor on September 8, 2023, which is convertible into units at a price of $10.00 per unit upon the consummation of the Business Combination [123]. - The Chief Financial Officer paid $144,060 to third-party vendors for working capital purposes, which are unsecured and due on demand [125]. Regulatory and Compliance - The Company received a notice from Nasdaq on October 12, 2023, indicating non-compliance with the minimum holder requirement, with a deadline to submit a compliance plan by November 27, 2023 [104]. - On October 20, 2023, the Company amended its Articles of Association to remove restrictions on undertaking a Business Combination with entities based in the People's Republic of China [101]. Operational Status - 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 [102]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities as of March 31, 2024 [126]. - As a smaller reporting company, the Company is not required to make disclosures about market risk [133].

Share Structure and Ownership - As of December 31, 2023, the company had 7,423,175 ordinary shares issued and outstanding held by five stockholders of record[101]. - As of July 25, 2024, the company had 7,423,175 ordinary shares issued and outstanding, with Wuren Fubao Inc. holding 2,221,964 shares, representing 29.9% of the total[192]. - Mizuho Financial Group, Inc. and Wolverine Asset Management, LLC held 600,740 shares (7.4%) and 466,742 shares (6.3%) respectively[194]. - The company issued an aggregate of 1,437,500 ordinary shares to initial shareholders prior to the IPO, which later increased to 2,156,250 shares after a 0.50 share dividend[196]. - A total of 1,440,891 ordinary shares were redeemed at a redemption price of approximately $10.68 per share, totaling $15,385,924[118]. - A total of 1,440,891 ordinary shares were redeemed in August 2023, leaving 5,127,282 ordinary shares subject to possible redemption outstanding as of December 31, 2023[270]. - As of October 20, 2023, there were 5,127,282 ordinary shares subject to possible redemption outstanding after the annual general meeting[248]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $2,424,391, consisting of investment income of $3,486,597 and operating costs of $1,062,206[123]. - The company reported a net income of $2,424,391 for the year ended December 31, 2023, compared to a net income of $410,646 in 2022, indicating a significant increase of approximately 493.5%[230]. - Basic and diluted net income per ordinary share rose to $0.27 in 2023 from $0.08 in 2022, reflecting an increase of 237.5%[230]. - The company’s cash balance significantly decreased to $5,308 in 2023 from $403,012 in 2022, a decline of approximately 98.7%[227]. - Total current liabilities rose to $1,531,905 in 2023 from $157,051 in 2022, marking an increase of approximately 873.5%[227]. - Accumulated deficit increased to $(4,114,326) in 2023 from $(2,341,247) in 2022, representing a deterioration of approximately 75.6%[228]. - Investment income earned on investments held in the Trust Account increased to $3,486,597 in 2023 from $764,689 in 2022, a growth of approximately 357.5%[230]. - Cash used in operating activities amounted to $352,351 for 2023, compared to $197,513 in 2022, indicating a 78% increase in cash outflow[236]. Initial Public Offering (IPO) and Financing - The company generated gross proceeds of $73,928,550 from its IPO by selling 7,392,855 Public Units at a price of $10.00 per unit[104]. - 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 at $10.00 per unit[124]. - The Company incurred offering costs of $3,898,030 during its Initial Public Offering, with $2,587,499 allocated for deferred underwriting commissions[240]. - The Company incurred offering costs of approximately $3,898,030 related to the IPO, with $210,873 recorded for the year ended December 31, 2023[284]. - A private placement generated total proceeds of $3,737,500 from the sale of 373,750 private units[125]. - The total proceeds from the private placement of 373,750 units during the IPO amounted to $3,737,500[198]. Business Combination and Future Plans - The company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[114]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination[115]. - The company extended the Combination Period from August 12, 2023, to April 12, 2024, by depositing $600,000 into the Trust Account[120]. - The company has the right to extend the Combination Period for an additional four months, from April 12, 2024, to August 12, 2024[120]. - 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 does not complete a Business Combination by August 12, 2024[255]. - The Company has not yet commenced any operations and will not generate operating revenues until after completing a business combination[239]. - The Company may pursue a business combination target in any business or industry, as it is a blank check company formed for this purpose[238]. Internal Controls and Governance - Management assessed that internal controls over financial reporting were not effective as of December 31, 2023, due to material weaknesses[145]. - The Company plans to enhance its internal controls by increasing board size and consulting third-party professionals[146]. - The audit committee consists of independent directors Jiangping (Gary) Xiao, Mo Zhou, and Hang Zhou, ensuring compliance with Nasdaq standards[161]. - The compensation committee, chaired by Hang Zhou, is responsible for reviewing and approving executive compensation policies and plans[165]. - The nominating committee, also composed of independent directors, oversees the selection of board nominees based on significant achievements and ethical standards[169]. - The company has established guidelines for selecting director nominees, emphasizing intelligence, experience, and dedication to shareholder interests[170]. - Potential conflicts of interest may arise as officers and directors are not required to commit full time to the company[174]. - The company has agreed not to consummate a business combination with entities affiliated with initial shareholders unless independent fairness opinions are obtained[184]. - Officers and directors have contractually agreed to present suitable business opportunities to the company before any other entity[182]. - Initial shareholders have agreed to vote in favor of any proposed business combination and not to redeem shares prior to its consummation[185]. Assets and Liabilities - As of December 31, 2023, total assets decreased to $56,236,360 from $76,944,986 in 2022, representing a decline of approximately 26.9%[226][227]. - Total liabilities increased to $4,119,404 in 2023 from $2,744,550 in 2022, reflecting an increase of approximately 50.1%[227]. - The estimated fair value of investments held in the Trust Account was $56,231,052 as of December 31, 2023, down from $76,541,453 in 2022[260]. - The Company had $400,112 outstanding under Convertible Promissory Notes for extension and working capital purposes as of December 31, 2023[254]. - The Company had no cash equivalents as of December 31, 2023 and 2022[259]. - The Sponsor is liable to the Company if claims reduce the amounts in the Trust Account below $10.25 per share[252]. - The Company has not made any adjustments in its financial statements for the potential negative impact of the COVID-19 pandemic, as the specific impact is not readily determinable[281]. Miscellaneous - The Company is considered an "emerging growth company" and may take advantage of certain exemptions from various reporting requirements[257]. - Mo Zhou has served as an independent director since December 2022, bringing legal and SPAC experience to the board[153]. - Hang Zhou has been an independent director since May 2022, with extensive experience in product and channel management[154]. - Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share[283]. - The Private Warrants will expire worthless if the Company does not consummate a business combination within the Combination Period[286].

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[89]. - 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[90]. Initial Public Offering - The company generated gross proceeds of $73,928,550 from its initial public offering (IPO) on August 12, 2022, with 7,392,855 units sold at $10.00 per unit[91]. Working Capital and Cash Position - As of September 30, 2023, the company had a working capital deficit of $901,486 and only $9,208 in cash available on its balance sheet[95]. Combination Period and Extensions - The company extended its Combination Period from August 12, 2023, to March 12, 2024, by making deposits of $700,000 into the Trust Account[87]. - 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[87]. Share Redemptions - 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[84]. - Following the Annual General Meeting on October 20, 2023, 824,682 ordinary shares were redeemed for cash at a redemption price of approximately $10.81 per share, totaling $8,911,074[86]. Business Operations - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for a Business Combination[88]. Borrowings - The company borrowed $10,000 from the Sponsor during the nine months ended September 30, 2023, which is repayable upon the consummation of a Business Combination[98].