Core Points - Four Leaf Acquisition Corporation received a notice from Nasdaq regarding its failure to file the Quarterly Report on Form 10-Q for the year ended June 30, 2025, which serves as a basis for potential delisting [1] - The Company has appealed the delisting determination and was granted an extension [1] - On August 27, 2025, the Company filed its Form 10-Q [2] Company Overview - Four Leaf Acquisition Corporation is a blank check company incorporated in Delaware, aiming to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination [3] - The Company is focused on identifying target companies in the Internet of Things (IoT) market [3] - Leadership includes Bala Padmakumar as Chairman and Interim CEO, Coco Kou as CFO, and Robert de Neve as Chief Strategy Officer [3]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements and management's discussion and analysis of Four Leaf Acquisition Corporation's financial condition and results of operations [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents Four Leaf Acquisition Corporation's unaudited condensed financial statements, including balance sheets, statements of operations, and cash flows, with detailed notes on accounting policies and financial activities [Condensed Balance Sheets](index=4&type=section&id=CONDENSED%20BALANCE%20SHEETS) The condensed balance sheets show a significant increase in restricted cash held in the trust account and total current liabilities as of June 30, 2025, primarily due to pending Class A common stock redemptions Condensed Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :-------------------------- | :------------------ | | Cash | $9,804 | $28,407 | | Restricted cash - held in trust account | $19,856,826 | $- | | Marketable securities held in trust account | $11,354,936 | $30,124,557 | | Total assets | $31,347,191 | $30,187,964 | | Total current liabilities | $24,988,997 | $3,626,322 | | Total liabilities | $26,886,347 | $5,523,672 | | Class A common stock subject to possible redemption | $11,093,593 | $30,023,845 | | Total stockholders' deficit | $(6,632,749) | $(5,359,553) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss for the three and six months ended June 30, 2025, a reversal from net income in the prior year, primarily due to decreased dividend and interest income and increased income tax provision Condensed Statements of Operations Highlights | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Formation and operating costs | $343,812 | $424,028 | $658,628 | $876,445 | | Dividend and interest income | $320,723 | $737,335 | $637,205 | $1,495,275 | | Income tax provision | $(65,735) | $(146,651) | $(126,631) | $(321,572) | | Net income (loss) | $(88,824) | $166,656 | $(148,054) | $297,258 | | Basic and diluted net income (loss) per share, Class A common stock | $(0.02) | $0.03 | $(0.04) | $0.04 | [Condensed Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Common%20Stock%20Subject%20to%20Possible%20Redemption%20and%20Stockholders'%20Deficit) The statements reflect significant redemptions of Class A common stock in both 2024 and 2025, leading to a decrease in the amount of common stock subject to possible redemption and an increase in accumulated deficit due to net losses and accretion - Redemptions of Class A common stock subject to possible redemption totaled **1,708,386 shares** for **$19,856,826** as of June 30, 2025, and **2,752,307 shares** for **$30,194,356** as of June 30, 2024[18](index=18&type=chunk)[20](index=20&type=chunk) - Accumulated deficit increased from **$(5,359,694)** at December 31, 2024, to **$(6,632,890)** at June 30, 2025, driven by Class A common stock accretion and net losses[18](index=18&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash flows from operating activities remained negative, while investing activities shifted from a significant inflow in 2024 (due to redemption of investments) to an outflow in 2025 (due to extension payments) Financing activities in 2025 were positive due to promissory notes from related parties, offsetting the prior year's negative impact from stock redemptions Condensed Statements of Cash Flows Highlights (Six Months Ended June 30) | Activity | 2025 | 2024 | | :------------------------------------------ | :----------- | :----------- | | Net cash used in operating activities | $(489,603) | $(1,066,559) | | Net cash provided by (used in) investing activities | $(450,000) | $30,144,055 | | Net cash provided by (used in) financing activities | $921,000 | $(29,087,256) | | Net change in cash | $(18,603) | $(9,760) | | Cash - end of the period | $9,804 | $862 | - Non-cash activities include accretion of Class A common stock subject to possible redemption of **$926,574** in 2025 versus **$3,163,170** in 2024, and excise tax liability of **$198,568** in 2025 versus **$301,943** in 2024[22](index=22&type=chunk) [NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS](index=9&type=section&id=NOTE%201%20-%20ORGANIZATION%20AND%20DESCRIPTION%20OF%20BUSINESS) Four Leaf Acquisition Corporation, a blank check company, faces going concern doubts due to multiple business combination extensions, significant redemptions, and Nasdaq compliance challenges - The Company was incorporated on March 3, 2022, as a blank check company to effect a business combination[25](index=25&type=chunk) - A Merger Agreement was entered into with Xiaoyu Dida Interconnect International Limited (Smart Station) on December 17, 2024[26](index=26&type=chunk)[65](index=65&type=chunk) - The business combination period has been extended multiple times, most recently until September 22, 2025 (or June 22, 2026, with further extensions), with the Sponsor depositing **$75,000** for each monthly extension[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[57](index=57&type=chunk)[62](index=62&type=chunk) Public Share Redemptions | Event | Date | Shares Redeemed | Amount Removed from Trust Account | Per Share Value | | :-------------------------------- | :----------- | :-------------- | :------------------------------ | :-------------- | | 2024 Special Meeting | June 18, 2024 | 2,752,307 | ~$30.2 million | ~$10.97 | | 2025 Special Meeting | June 27, 2025 | 1,708,386 | ~$19.9 million | ~$11.62 | - Nasdaq issued delisting notices for failing to meet the **$35 million** Market Value of Listed Securities (MVLS) requirement and late Form 10-K filing, with an appeal granting an extension until October 3, 2025, to complete the business combination[73](index=73&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[79](index=79&type=chunk) - Management identified substantial doubt about the Company's ability to continue as a going concern due to liquidity conditions and potential mandatory liquidation[80](index=80&type=chunk)[82](index=82&type=chunk) - The Inflation Reduction Act of 2022 imposes a **1%** excise tax on stock repurchases, potentially applicable to redemptions, with the Company accruing **$198,569** and **$301,944** for excise tax liability for the three and six months ended June 30, 2025 and 2024, respectively[84](index=84&type=chunk)[86](index=86&type=chunk)[89](index=89&type=chunk) [NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=19&type=section&id=NOTE%202%20-%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the Company's significant accounting policies, covering basis of presentation, estimates, emerging growth company status, business combination costs, net income per share, and financial instrument accounting - The Company, an 'emerging growth company,' has elected to utilize the extended transition period for new or revised financial accounting standards[95](index=95&type=chunk)[96](index=96&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and accreted to redemption value, incorporating Trust Account dividend and interest income[109](index=109&type=chunk) - Public Warrants and Private Placement Warrants are accounted for as equity instruments[113](index=113&type=chunk) - The Company adopted ASU 2023-09 on January 1, 2025, with no material impact, and is evaluating ASU 2024-03 for future implications[120](index=120&type=chunk)[121](index=121&type=chunk) [NOTE 3 – INITIAL PUBLIC OFFERING](index=25&type=section&id=NOTE%203%20%E2%80%93%20INITIAL%20PUBLIC%20OFFERING) The Company completed its IPO in March 2023, selling 5,421,000 units (including over-allotment) at $10.00 per unit, generating $54,210,000 in gross proceeds Each unit consisted of one Class A common stock and one redeemable Public Warrant - The IPO was consummated on March 16, 2023, with **5,200,000 units** sold, plus an additional **221,000 units** from the over-allotment option on March 17, 2023[29](index=29&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) - Total gross proceeds from the IPO amounted to **$54,210,000**[29](index=29&type=chunk)[123](index=123&type=chunk) - Each unit comprised one Class A common stock share and one redeemable Public Warrant, exercisable at **$11.50** per share[29](index=29&type=chunk)[123](index=123&type=chunk) [NOTE 4 – PRIVATE PLACEMENT](index=25&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT) Simultaneously with the IPO, the Sponsor purchased 3,576,900 Private Placement Warrants for $3,577,000, which funded the Trust Account, IPO issuance costs, and pre-business combination operations - The Sponsor purchased **3,449,500 Private Placement Warrants** for **$3,449,500** on March 16, 2023[30](index=30&type=chunk)[125](index=125&type=chunk) - An additional **127,400 Private Placement Warrants** were issued for **$127,500** following partial exercise of the over-allotment option[125](index=125&type=chunk) - Total Private Placement Warrants amounted to **3,576,900**, generating **$3,577,000**[30](index=30&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=25&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including Founder Shares, private placement warrants, Sponsor-provided Working Capital Loans, and administrative support fees - The Sponsor initially paid **$25,000** for **2,156,250 Class B common stock** (Founder Shares), later adjusted to **1,355,250 shares** after forfeitures[127](index=127&type=chunk)[128](index=128&type=chunk) - Working Capital Loans from the Sponsor totaled **$921,000** for the six months ended June 30, 2025, funding working capital and monthly extension payments[132](index=132&type=chunk) - As of June 30, 2025, **$2,000,000** of outstanding Working Capital Loans are classified as Convertible note – related party, and **$1,116,100** as Promissory note – related party[134](index=134&type=chunk)[135](index=135&type=chunk) - The Company pays the Sponsor **$10,000** monthly for administrative services, with **$242,180** remaining unpaid as of June 30, 2025[136](index=136&type=chunk)[137](index=137&type=chunk) [NOTE 6 - COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%206%20-%20COMMITMENTS%20AND%20CONTINGENCIES) The Company has commitments related to registration rights for certain securities and deferred underwriting commissions payable upon completion of a business combination - Holders of Founder Shares, Private Placement Warrants, and shares from Working Capital Loans conversion are entitled to registration rights[138](index=138&type=chunk) - A deferred underwriting commission of **$1,897,350** is payable to the underwriter upon completion of a business combination[139](index=139&type=chunk) [NOTE 7 - STOCKHOLDERS' DEFICIT](index=27&type=section&id=NOTE%207%20-%20STOCKHOLDERS'%20DEFICIT) This note details the Company's capital structure, including authorized and outstanding preferred stock, Class A and B common stock, and warrants, with their respective rights and conversion features - As of June 30, 2025, **1,014,517 shares** of Class A common stock were outstanding, with **960,307 shares** subject to possible redemption[142](index=142&type=chunk) - **1,355,250 shares** of Class B common stock were issued and outstanding as of June 30, 2025, and December 31, 2024[143](index=143&type=chunk) - **5,421,000 Public Warrants** and **3,576,900 Private Placement Warrants** were outstanding, each exercisable for one Class A common stock at **$11.50** per share[145](index=145&type=chunk) [NOTE 8 - STOCK-BASED COMPENSATION](index=29&type=section&id=NOTE%208%20-%20STOCK-BASED%20COMPENSATION) The Company transferred Class B common stock to independent directors as compensation, with vesting contingent upon a business combination Additionally, Representative Shares were issued to the underwriter in connection with the IPO, accounted for as compensation expense - **25,000 shares** of Class B common stock were transferred to each of two independent directors, vesting upon business combination consummation[151](index=151&type=chunk) - Total unrecognized compensation expense for unvested Founder Shares was approximately **$40,500** as of June 30, 2025, and December 31, 2024[153](index=153&type=chunk) - **54,210 Representative Shares** were issued to the underwriter, with a fair value of **$270,520** accounted for as offering costs[154](index=154&type=chunk)[155](index=155&type=chunk) [NOTE 9 - INCOME TAXES](index=30&type=section&id=NOTE%209%20-%20INCOME%20TAXES) The Company's effective tax rate varied significantly, primarily due to changes in valuation allowance related to deferred organizational costs and permanent differences from business combination costs and interest/penalties on income taxes Effective Tax Rate (ETR) | Period | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | ETR | (285)% | 47.0% | (591)% | 48% | - ETR differences from the U.S. federal statutory rate of **21%** were primarily due to changes in valuation allowance for deferred organizational costs and permanent differences from business combination costs and interest/penalties[158](index=158&type=chunk)[159](index=159&type=chunk) [NOTE 10 - SEGMENT INFORMATION](index=30&type=section&id=NOTE%2010%20-%20SEGMENT%20INFORMATION) The Company operates as a single segment, with its Chief Executive Officer reviewing overall operating results, interest earned on Trust Account investments, and operating/formation costs to make resource allocation and performance assessment decisions - The Company, a blank check entity, operates as a single segment, having not commenced any operations[163](index=163&type=chunk) - The CODM reviews key metrics such as interest income on Trust Account investments and operating expenses, particularly professional service fees for business combinations[164](index=164&type=chunk)[165](index=165&type=chunk) [NOTE 11 - SUBSEQUENT EVENTS](index=31&type=section&id=NOTE%2011%20-%20SUBSEQUENT%20EVENTS) The Company did not identify any subsequent events requiring disclosure beyond those already mentioned in the notes - No additional subsequent events requiring disclosure were identified[167](index=167&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Company's financial condition, operations, and liquidity, addressing blank check company challenges, the Xiaoyu Dida business combination, and associated risks including going concern issues and tax impacts [Overview](index=32&type=section&id=Overview) Four Leaf Acquisition Corporation is a blank check company seeking a business combination, having entered into a merger agreement with Xiaoyu Dida The company completed its IPO in March 2023, raising $54.21 million, with most proceeds held in a Trust Account for a future business combination The company must complete a business combination with an aggregate fair market value of at least 80% of the Trust Account assets - The Company, a blank check entity, was formed on March 3, 2022, to effect a business combination[172](index=172&type=chunk) - A Merger Agreement was entered into with Xiaoyu Dida Interconnect International Limited on December 17, 2024[173](index=173&type=chunk) - The March 2023 IPO generated **$54,210,000** in gross proceeds, with **$55,836,300** placed in a Trust Account[175](index=175&type=chunk)[179](index=179&type=chunk) - A business combination must have an aggregate fair market value of at least **80%** of the Trust Account assets[180](index=180&type=chunk) [Extension of Combination Period & Redemptions](index=34&type=section&id=Extension%20of%20Combination%20Period%20%26%20Redemptions) The Company has repeatedly extended its business combination period through stockholder approvals and Sponsor deposits into the Trust Account These extensions have led to significant redemptions of public shares in both 2024 and 2025, reducing the funds available in the Trust Account - The combination period has been extended multiple times, most recently until September 22, 2025 (or June 22, 2026, with further extensions), requiring monthly **$75,000** Sponsor deposits into the Trust Account[188](index=188&type=chunk)[189](index=189&type=chunk)[203](index=203&type=chunk)[208](index=208&type=chunk) - Stockholders redeemed **2,752,307 Public Shares** for approximately **$30.2 million** in June 2024[190](index=190&type=chunk) - Stockholders redeemed **1,708,386 Public Shares** for approximately **$19.9 million** in June 2025, with payment remitted in August 2025[204](index=204&type=chunk) - Failure to complete a business combination by the deadline will result in Company liquidation, redeeming Class A common stock and extinguishing public stockholders' rights[208](index=208&type=chunk) [Liquidity, Capital Resources and Going Concern](index=37&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern) The Company has limited cash outside the Trust Account and a significant working capital deficit, raising substantial doubt about its ability to continue as a going concern Its liquidity relies on proceeds from the IPO, private placement, and Working Capital Loans from the Sponsor, which are crucial for covering operational expenses and extension payments - As of June 30, 2025, the Company had **$9,804** in cash and a working capital deficit of **$4,597,916** (excluding tax liabilities)[211](index=211&type=chunk) - The Company's ability to operate for the next 12 months is insufficient without a business combination or additional capital[218](index=218&type=chunk) - The Sponsor provided **$3,116,100** in outstanding Working Capital Loans as of June 30, 2025, to finance operations and transaction costs[213](index=213&type=chunk) - Management identified substantial doubt about the Company's ability to continue as a going concern due to liquidity conditions and potential mandatory liquidation[218](index=218&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) The Company reported a net loss for the three and six months ended June 30, 2025, a decline from net income in the prior year This shift is primarily attributed to a decrease in dividend and interest income from the Trust Account, which was impacted by significant redemptions in 2024, despite a decrease in formation and operating costs Net Income (Loss) and Key Drivers (YoY Comparison) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net income (loss) | $(88,824) | $166,656 | $(255,480) | | Dividend and interest income | $320,723 | $737,335 | $(416,612) | | Formation and operating costs | $343,812 | $424,028 | $(80,216) | | Income tax expense | $65,735 | $146,651 | $(80,916) | | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net income (loss) | $(148,054) | $297,258 | $(445,312) | | Dividend and interest income | $637,205 | $1,495,275 | $(858,070) | | Formation and operating costs | $658,628 | $876,445 | $(217,817) | | Income tax expense | $126,631 | $321,572 | $(194,941) | - The decrease in dividend and interest income is primarily due to a reduced Trust Account balance following June 2024 redemptions[223](index=223&type=chunk) [Commitments and Contractual Obligations](index=39&type=section&id=Commitments%20and%20Contractual%20Obligations) The Company has contractual obligations including registration rights for certain securities, deferred underwriting commissions payable upon business combination, and monthly administrative support fees to the Sponsor - Registration rights are granted to holders of Founder Shares, Private Placement Warrants, and shares from Working Capital Loans conversion[224](index=224&type=chunk) - A deferred underwriting commission of **$1,897,350** is payable upon completion of an initial business combination[225](index=225&type=chunk) - The Company pays **$10,000** monthly to the Sponsor for administrative services, with **$242,180** unpaid as of June 30, 2025[226](index=226&type=chunk) [Critical Accounting Policies and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management's preparation of financial statements requires significant estimates, particularly for the excise tax liability related to Class A common stock redemptions The Company classifies common stock subject to redemption as temporary equity and accounts for warrants as equity instruments - Significant estimates include the excise tax liability for Class A common stock redemptions at the 2025 and 2024 Special Meetings[227](index=227&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and accreted to redemption value[230](index=230&type=chunk) - Public Warrants and Private Placement Warrants are accounted for as equity instruments[229](index=229&type=chunk) [Recently Adopted and Issued Accounting Pronouncements](index=40&type=section&id=Recently%20Adopted%20and%20Issued%20Accounting%20Pronouncements) The Company adopted ASU 2023-09 on January 1, 2025, with no material impact, and is currently evaluating ASU 2024-03, which requires additional expense disaggregation disclosures, for its potential future impact - ASU 2023-09 (Income Taxes) was adopted on January 1, 2025, with no material impact[232](index=232&type=chunk) - ASU 2024-03 (Expense Disaggregation Disclosures), effective for annual periods beginning after December 15, 2026, is being evaluated for potential impact[233](index=233&type=chunk) [JOBS Act](index=41&type=section&id=JOBS%20Act) As an 'emerging growth company' under the JOBS Act, the Company benefits from relaxed reporting requirements, including delayed adoption of new accounting standards and exemptions from certain Sarbanes-Oxley and Dodd-Frank provisions - The Company qualifies as an 'emerging growth company' under the JOBS Act[235](index=235&type=chunk) - The Company elected to delay the adoption of new or revised accounting standards, aligning with private company effective dates[235](index=235&type=chunk) - Exemptions include non-compliance with auditor attestation requirements of Sarbanes-Oxley Act Section 404 and reduced executive compensation disclosures[236](index=236&type=chunk) [Inflation Reduction Act of 2022](index=41&type=section&id=Inflation%20Reduction%20Act%20of%202022) The Inflation Reduction Act of 2022 introduced a 1% excise tax on stock repurchases, which may apply to the Company's redemptions of Class A common stock The Company has accrued excise tax liabilities for redemptions in 2024 and 2025, noting that Trust Account funds will not be used to pay this tax - The IRA imposes a **1%** excise tax on certain stock repurchases by publicly traded U.S. domestic corporations, effective January 1, 2023[237](index=237&type=chunk) - Redemptions on June 18, 2024, and June 27, 2025, may be subject to this excise tax[239](index=239&type=chunk) - The Company accrued **$198,569** and **$301,944** for excise tax liability related to the June 27, 2025, and June 18, 2024 redemptions, respectively[242](index=242&type=chunk) - Trust Account proceeds and interest will not be used to pay the excise tax[239](index=239&type=chunk) [Related Party Transactions](index=42&type=section&id=Related%20Party%20Transactions) This section reiterates related party transactions, including the Sponsor's Founder Shares investment, private placement warrants, Working Capital Loans, and administrative support agreement - The Sponsor initially acquired Class B common stock (Founder Shares) and later forfeited some, resulting in **1,355,250 shares** held by the Sponsor and directors[243](index=243&type=chunk)[245](index=245&type=chunk) - The Sponsor purchased **3,576,900 Private Placement Warrants** for **$3,577,000**[246](index=246&type=chunk) - Working Capital Loans from the Sponsor totaled **$921,000** for the six months ended June 30, 2025, with **$3,116,100** outstanding as of June 30, 2025[249](index=249&type=chunk)[252](index=252&type=chunk) - The Company pays the Sponsor **$10,000** monthly for administrative services, with **$242,180** due as of June 30, 2025[253](index=253&type=chunk)[254](index=254&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Four Leaf Acquisition Corporation is not required to provide quantitative and qualitative disclosures about market risk - The Company, as a smaller reporting entity, is not required to provide market risk disclosures[255](index=255&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) The Company's disclosure controls were ineffective as of June 30, 2025, due to a material weakness in cash disbursement review, specifically the mistaken use of restricted Trust Account funds, with remediation efforts underway - Disclosure controls and procedures were not effective as of June 30, 2025[257](index=257&type=chunk) - A material weakness exists in internal controls over financial reporting concerning the review and approval of cash disbursements[257](index=257&type=chunk)[258](index=258&type=chunk) - Approximately **$117,610** of restricted Trust Account funds were mistakenly used for general operating expenses[258](index=258&type=chunk) - Remediation efforts include implementing additional controls for vendor verification and payment reviews, and opening a separate bank account for restricted funds[259](index=259&type=chunk)[261](index=261&type=chunk) [PART II. OTHER INFORMATION](index=46&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other required information, including legal proceedings, risk factors, unregistered sales of equity, defaults, mine safety disclosures, and a list of exhibits [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings - No legal proceedings were reported[264](index=264&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Four Leaf Acquisition Corporation is not required to provide risk factor disclosures under this item - The Company, as a smaller reporting entity, is not required to provide risk factor information[265](index=265&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The Company reported no unregistered sales of equity securities or use of proceeds from registered securities - No unregistered sales of equity securities or use of proceeds from registered securities were reported[266](index=266&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[267](index=267&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[268](index=268&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - No other information was reported[269](index=269&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including promissory notes, certifications of principal executive and financial officers, and XBRL interactive data files - Exhibits include Promissory Notes dated August 21, 2025, issued to ALWA Sponsor, LLC[270](index=270&type=chunk) - Certifications of Principal Executive Officer and Principal Financial Officer are furnished pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[270](index=270&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents are included[270](index=270&type=chunk) [SIGNATURES](index=47&type=section&id=SIGNATURES) The report is duly signed on behalf of Four Leaf Acquisition Corporation by its Chief Executive Officer, Bala Padmakumar, and Chief Financial Officer, Coco Kou, on August 27, 2025 - The report was signed by Bala Padmakumar, Chief Executive Officer, and Coco Kou, Chief Financial Officer, on August 27, 2025[272](index=272&type=chunk)[273](index=273&type=chunk)

IPO and Fundraising - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of $10.00 per unit[168]. - The underwriters partially exercised their over-allotment option, purchasing an additional 221,000 units, increasing total proceeds[168]. - The Company also raised $3,577,000 from a private placement of 3,576,900 warrants at approximately $1.00 per warrant[169]. - Transaction costs for the IPO amounted to $4,019,087, including $2,710,500 in underwriting commissions[170]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities[172]. Business Combination and Merger Agreement - The Company must complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[173]. - The Merger Agreement with Xiaoyu Dida Interconnect International Limited was entered into on December 17, 2024, involving a two-step merger process[156]. - At the Merger 1 Effective Time, each share of Class A common stock will be exchanged for one Class A ordinary share of Xiaoyu Dida[159]. - The Merger Agreement includes customary representations and warranties, and the obligations to consummate the merger are subject to certain closing conditions[162]. - The Company extended the period to complete an initial business combination until June 22, 2024, with a deposit of $542,100 into the Trust Account[182]. Financial Condition and Liquidity - The Company has a working capital deficit of $3,848,205 as of March 31, 2025, with cash of only $1,264[201]. - The Company has not generated any revenues to date and does not expect to until after completing a business combination[202]. - The Company can extend the Combination Period up to twelve times for one month each by depositing $75,000 for each extension[184]. - If the Company fails to complete a business combination by June 22, 2025, it will redeem Class A common stock at a per-share price based on the Trust Account balance[198]. - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the business combination is not completed[199]. Expenses and Loans - The Company has incurred expenses related to being a public entity and expects to continue incurring such expenses[202]. - The Company had $2,551,100 of outstanding Working Capital Loans from its Sponsor as of March 31, 2025, which are to be repaid upon consummation of a business combination[203]. - The Company withdrew $1,031,029 of interest and dividend income from the Trust Account during the year ended December 31, 2024, for tax liabilities[205]. - The Company expects to replenish $126,150 used for general operating expenses via a Working Capital Loan from its Sponsor[205]. - The Company received $1,923,100 in Working Capital Loans from the Sponsor during the year ended December 31, 2024, with $856,100 utilized for working capital needs[236]. Tax Liabilities and Redemptions - The Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356 on June 18, 2024, incurring an excise tax liability of $301,944 related to these redemptions[229]. - The Company incurred $301,944 in excise tax liability as of both March 31, 2025, and December 31, 2024, related to stock redemptions[229]. - The Company confirmed that it will not utilize any funds from the trust account to pay any excise tax related to stock redemptions[228]. Operational Status and Future Outlook - The Company has engaged in no operations since inception and has only conducted activities necessary for the IPO and identifying a target company[202]. - As of March 31, 2025, the Company had cash equivalents in the Trust Account amounting to $30,666,039, which will be used to complete its initial business combination[204]. - For the three months ended March 31, 2025, the Company reported a net loss of $59,229, primarily due to $314,815 in formation and operating costs and $60,896 in income tax expense[211]. - The Company is required to complete an initial business combination by June 22, 2025, or face mandatory liquidation[207]. - The Company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not consummated by June 22, 2025[208]. Sponsor and Related Party Transactions - The Sponsor is liable to the Company if claims reduce the Trust Account funds below $10.30 per Public Share[200]. - The Sponsor purchased 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, generating $3,449,500 in proceeds[232]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, totaling $30,000 for the three months ended March 31, 2025[239]. - The Company had $551,100 and $195,100 included in Promissory notes – related party as of March 31, 2025, and December 31, 2024, respectively[238]. - The Sponsor forfeited an aggregate of 373,750 Founder Shares, resulting in a total of 1,495,000 Founder Shares held by the Sponsor and directors[230].

Financial Condition and Capital Structure - As of December 31, 2024, the company had cash of $28,407 and a working capital deficit of $3,334,790, raising substantial doubt about its ability to continue as a going concern[83]. - The company had $974,028 available outside the trust account at the closing of the Initial Public Offering, but as of December 31, 2024, cash decreased to $28,407, necessitating borrowing of $2,195,100 from the Sponsor to fund operations[105]. - If the initial business combination is not completed by the deadline, public stockholders may only receive $10.40 per share or less[96]. - The company must redeem public shares at a price equal to the aggregate amount in the trust account, which may be less than $11.25 per share under certain circumstances[97]. - The per-share redemption amount could be reduced due to claims against the trust account, potentially resulting in stockholders receiving less than $11.25 per share[106]. - The trust account may be reduced below $11.25 per share if independent directors choose not to enforce indemnification obligations[110]. - The company may be required to liquidate if it cannot secure additional capital, which would limit stockholders' returns[105]. - The company generated approximately $3.58 million in gross proceeds from the sale of 3,576,900 Private Placement warrants at $1.00 each[189]. - Each Private Placement Warrant is exercisable to purchase one whole share of common stock at $11.50 per share[190]. Business Combination and Acquisition Strategy - The company intends to focus on identifying IoT companies for initial business combinations but may consider opportunities outside its management's expertise if attractive candidates are presented[126]. - The company may complete its initial business combination without public stockholder approval, depending on various factors[84]. - Initial stockholders have agreed to vote in favor of the initial business combination, requiring only 683,827 shares (25.1% of 2,722,903 Class A Common Stock) to be voted in favor for approval[85]. - The company may enter into business combinations with financially unstable entities, which could lead to volatile revenues and difficulties in retaining key personnel[134]. - The company is not required to obtain a fairness opinion for its business combinations, relying instead on its board's judgment for fair market value[135]. - The company must provide financial statements for target businesses, which may limit the pool of potential acquisition candidates[165]. - The company may structure its initial business combination such that it owns less than 100% of the target business, but must acquire at least 50% of the voting securities to avoid registration as an investment company[170]. - The company may issue shares in connection with the initial business combination at a price less than the prevailing market price, potentially impacting liquidity[89]. - Additional shares of common or preferred stock may be issued to complete business combinations, potentially diluting existing stockholders' interests[136]. - The increasing number of special purpose acquisition companies may lead to a scarcity of attractive targets, raising costs and complicating the search for suitable candidates[139]. - The company may face intense competition from other entities with similar business objectives, which could hinder its ability to complete an initial business combination[104]. Regulatory and Compliance Risks - The company is classified as a "blank check" company under U.S. securities laws, exempt from certain SEC rules due to having net tangible assets exceeding $5,000,000[101]. - Changes in laws or regulations may adversely affect the company's ability to complete its initial business combination[120]. - The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) may limit the company's ability to complete business combinations with U.S. target companies due to foreign ownership regulations[128]. - CFIUS has jurisdiction to review transactions that could result in control of a U.S. business by a foreign person, which may limit the pool of potential targets[129]. - The PRC government has significant oversight over business operations, which may influence the ability to conduct profitable operations in China[220]. - The PRC's regulatory environment remains uncertain, with potential for new rules that could require additional approvals for business combinations[224]. - The PRC government may impose additional regulations affecting foreign investments, which could limit the pool of potential acquisition targets[222]. - Compliance with new regulations is expected to be more time-consuming and costly, potentially affecting the ability to negotiate favorable transaction terms[216]. - The PRC Cybersecurity Law mandates that personal information collected by critical information infrastructure operators must be stored in the PRC, affecting potential business combinations[243]. - The Measures for Cybersecurity Review require operators of critical information infrastructure to pass a cybersecurity review when purchasing network products that may affect national security[244]. Shareholder and Investment Risks - If stockholders fail to comply with redemption procedures, their shares may not be redeemed, impacting their investment[100]. - Stockholders holding more than 15% of Class A common stock may lose the ability to redeem shares exceeding that threshold if redemptions are not conducted according to tender offer rules[103]. - The company may purchase public shares to increase the likelihood of obtaining stockholder approval for the business combination, potentially affecting the public float[99]. - The initial stockholders' investment may be at risk if the initial business combination is not completed, creating potential conflicts in selecting a target[188]. - The company may be subject to a 1% excise tax on stock repurchases after December 31, 2022, which could affect investment value[142]. - The company has not registered shares of Class A common stock issuable upon exercise of the warrants, which may limit the ability of warrant holders to exercise their warrants[196]. - The company can redeem unexpired warrants at a price of $0.01 per warrant if the Class A common stock price exceeds $18.00 for 20 trading days within a 30-day period, which could disadvantage warrant holders[202]. Market and Economic Conditions - The company may face uncertainties regarding reporting obligations and potential taxation under Bulletin 7 and SAT Circular 37 if it pursues an initial business combination with a PRC-based company[258]. - Economic conditions in China, including potential downturns, could reduce demand for services and products, impacting revenue generation[229]. - Rising costs and decreased availability of directors' and officers' liability insurance may complicate initial business combination negotiations[143]. - The lack of diversification may expose the company to significant economic, competitive, and regulatory risks post-combination[169]. - The combined company may face restrictions on dividend payments, as PRC subsidiaries can only pay dividends from accumulated distributable profits[232]. Legal and Judicial Risks - Legal processes and enforcement of judgments in the PRC may pose challenges for U.S. investors against the combined company and its officers[281]. - The PRC does not have treaties with the U.S. for reciprocal recognition of foreign judgments, complicating legal enforcement[282]. - The company may reincorporate in another jurisdiction, which could complicate the enforcement of legal rights under new laws[176]. - The management team may have conflicts of interest due to their involvement with other entities engaged in similar business activities[182]. Management and Operational Risks - The management's ability to assess a prospective target's management may be limited, potentially impacting the value of stockholders' investments if the target's management lacks necessary skills[171]. - If the company acquires a business outside the U.S., it will face additional risks, including higher operational costs and compliance with different legal requirements[172]. - The company has no operating history or revenues until the completion of its initial business combination, posing a risk to achieving its business objectives[203]. - The company intends to focus on acquiring target businesses in the IoT space, including both developing and developed markets, while excluding companies audited by non-PCAOB inspected firms[209]. - The company will not pursue business combinations with entities operating through VIEs, which may limit acquisition opportunities in the PRC[210].

Core Points - Four Leaf Acquisition Corporation received a notice from Nasdaq regarding the potential delisting of its securities due to the failure to file its Annual Report on Form 10-K for the year ended December 31, 2024 [1] - The company also received a second notice for failing to pay certain fees required by Nasdaq Listing Rule 5250(f), which serves as an additional basis for delisting [2] - The company intends to appeal these determinations to stay the suspension of its securities and the filing of Form 25-NSE pending the Panel's decision [3] Company Overview - Four Leaf Acquisition Corporation is a blank check company incorporated in Delaware, aiming to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities [4] - The company is focused on identifying target companies in the Internet of Things (IoT) market that could become attractive public companies [4] - The leadership team includes Bala Padmakumar as Chairman and Interim Chief Executive Officer, Coco Kou as Chief Financial Officer, and Robert de Neve as Chief Strategy Officer [4]

IPO and Trust Account - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of $10.00 per unit[160]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities, with a maturity of 185 days or less[164]. - Approximately $30.2 million (approximately $10.97 per share) was removed from the Trust Account to pay stockholders who redeemed their shares[177]. - The Company had cash in the Trust Account of $29,555,985 as of September 30, 2024, intended for the initial business combination[193]. - The deferred underwriting commissions payable to the underwriter amount to $1,897,350, contingent upon the completion of an initial business combination[205]. - The Class A common stock subject to possible redemption is classified as temporary equity and is accreted to redemption value over time[211]. Business Combination Extensions - The Company extended the period to consummate an initial business combination by three months to June 22, 2024, with the Sponsor depositing $542,100 into the Trust Account[175]. - At the 2024 Special Meeting, stockholders approved an amendment allowing the Company to extend the Combination Period up to an additional twelve times for one month each, from June 22, 2024, to June 22, 2025[176]. - The Company has extended the period to consummate an initial business combination multiple times, with the latest extension to October 22, 2024, each time with a $75,000 deposit from the Sponsor[181]. - The Company has until January 22, 2025, or June 22, 2025, if extensions are exercised, to complete an initial business combination, or it will face mandatory liquidation[197]. Financial Performance - For the three months ended September 30, 2024, the Company reported a net income of $131,457, primarily from $380,258 of dividend and interest income[200]. - For the nine months ended September 30, 2024, the Company had a net income of $428,715, driven by $1,875,533 of dividend and interest income[201]. - The Company withdrew $464,229 and $1,031,029 of interest and dividend income from the Trust Account for tax liabilities during the three and nine months ended September 30, 2024, respectively[194]. - As of September 30, 2024, the Company had cash of $125,986 and a working capital deficit of $2,695,136, excluding franchise and income tax liabilities[190]. Loans and Expenses - As of September 30, 2024, the Company had $1,800,100 of outstanding Working Capital Loans from its Sponsor[192]. - The Company incurred $1,051,053 in formation and general administrative costs for the nine months ended September 30, 2024[201]. - The Sponsor provided $421,000 in Working Capital Loans during the three months ended September 30, 2024, with a total of $1,528,100 received during the nine months ended September 30, 2024[230]. - The Company has $1,800,100 and $272,000 of outstanding Working Capital Loans from the Sponsor as of September 30, 2024, and December 31, 2023, respectively[230]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, with expenses of $30,000 and $90,000 for the three and nine months ended September 30, 2024, respectively[231]. Stockholder Actions and Tax Liabilities - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the initial business combination is not completed[187]. - On June 18, 2024, the Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356[221]. - The Company incurred an excise tax liability of $301,944 related to the June 18, 2024, redemptions, with zero liability recorded for the three months ended September 30, 2024[221]. Accounting Standards - The Company is evaluating the potential impact of adopting ASU 2023-09 on its financial statements, which addresses improvements to income tax disclosures[214]. - The Company does not believe that any recently issued accounting standards would have a material impact on its unaudited condensed financial statements[215].

IPO and Trust Account - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,421,000 units at an offering price of $10.00 per unit[138]. - Following the IPO, the Company placed $55,836,300 in a trust account, which will be used for its initial business combination[142]. - The Company has $59,363,777 in the Trust Account as of March 31, 2024, which is intended for the initial business combination[151]. - The deferred underwriting commissions payable to the underwriter amount to $1,897,350, contingent upon the completion of an initial business combination[162]. Financial Position and Liquidity - As of March 31, 2024, the Company had cash of $5,244 and a working capital deficit of $1,815,886, indicating significant liquidity challenges[148]. - The Company has outstanding Working Capital Loans of $1,134,100 from its Sponsor as of March 31, 2024, which are to be repaid upon the consummation of a business combination[150]. - If the Company fails to complete a business combination by June 22, 2024, it will cease operations and redeem shares at a price based on the Trust Account balance[144]. - The Company has until June 22, 2024, to consummate a business combination, with a potential extension to September 22, 2024[143]. - The Company has significant doubt about its ability to continue as a going concern if a business combination is not consummated by the deadline[155]. Revenue and Income - The Company has not generated any revenues to date and does not expect to do so until after completing a business combination[149]. - For the three months ended March 31, 2024, the company reported a net income of $130,602, primarily due to $757,940 in dividend and interest income, offset by $452,417 in formation and operating costs and $174,921 in income tax expense[158]. - In comparison, for the three months ended March 31, 2023, the company experienced a net loss of $42,784, primarily due to $58,384 in formation and operating costs and a $39,181 loss related to the change in fair value of the over-allotment liability[159]. - The increase in dividend and interest income from $61,820 in Q1 2023 to $757,940 in Q1 2024 was attributed to the deposit from the IPO proceeds into the Trust Account on March 22, 2023[159]. - The company has not generated any operating revenues since the IPO, as activities have been limited to searching for a prospective initial business combination[157]. Expenses and Loans - The Company has incurred $4,019,087 in transaction costs related to the IPO, including $2,710,500 in underwriting commissions[140]. - The company incurred $30,000 in expenses related to the administrative support agreement for the three months ended March 31, 2024, compared to immaterial expenses in the same period of 2023[163]. - The company has the potential to obtain up to $2,000,000 in Working Capital Loans from the Sponsor or affiliates to finance transaction costs related to a business combination[183]. - The Company received $862,100 in Working Capital Loans from the Sponsor during the three months ended March 31, 2024, with $542,000 allocated for the Initial Extension[184]. - As of March 31, 2024, the outstanding Working Capital Loans from the Sponsor totaled $1,134,100, compared to $272,000 as of December 31, 2023[184]. Related Party Transactions - As of March 31, 2024, the company had $92,180 due to the Sponsor under the Administrative Support Agreement, included in Due to Related Party on the condensed balance sheets[163]. - As of March 31, 2024, $92,180 remains unpaid to the Sponsor under the Administrative Support Agreement, included in Due to Related Party on the balance sheets[186]. Accounting Standards - The company is evaluating the potential impact of adopting new accounting standards, including ASU 2023-09, which addresses improvements to income tax disclosures[173].

Financial Condition - As of December 31, 2023, the company had cash of $10,622 and a working capital deficit of $851,869, excluding current liabilities related to franchise and income taxes [67]. - As of December 31, 2023, the company had $10,622 in cash and had borrowed $272,000 from its Sponsor to fund working capital requirements [96]. - The company has $10.40 per share available for redemption, but this amount may be reduced due to third-party claims against the trust account [97]. - The company’s public stockholders may only receive their pro rata portion of the funds in the trust account upon liquidation, which could be less than expected [93]. - The anticipated liquidation value for public stockholders is approximately $10.40 per share, which may decrease under certain circumstances [134]. - Public stockholders may only receive funds from the trust account upon the completion of an initial business combination or under specific circumstances, with a potential redemption amount of less than $10.40 per share due to negative interest rates [204]. - The trust account funds will be invested only in U.S. government treasury obligations or money market funds, which could yield negative interest rates [204]. Business Combination Risks - The company has incurred and expects to continue incurring significant costs in pursuit of acquisition plans, raising substantial doubt about its ability to continue as a going concern [67]. - If the company does not complete its initial business combination by June 22, 2024, or September 22, 2024 (if the second extension is exercised), it will cease operations and redeem public shares, potentially returning only $10.40 per share [82]. - The company may complete its initial business combination without seeking stockholder approval, which could lead to a situation where a majority of public stockholders do not support the combination [70]. - The company may face intense competition from other entities with similar business objectives, which could hinder its ability to complete an initial business combination [93]. - If the company does not complete its initial business combination by June 22, 2024, or if it opts for a second extension to September 22, 2024, it may be forced to liquidate [94]. - The company may enter into a business combination with a financially unstable business, which could lead to volatile revenues and difficulties in retaining key personnel [130]. - The company is not required to obtain a fairness opinion for its initial business combination, relying instead on the judgment of its board of directors [131]. - The company may incur substantial debt to complete an initial business combination, which could adversely affect financial condition and stockholder value [143]. - The potential for initial business combinations with private companies may result in less profitable outcomes due to limited available information [146]. - The company may not be able to maintain control of a target business post-combination, which could lead to management challenges [174]. - The management team may have conflicts of interest due to their involvement with other entities, potentially affecting the decision-making process regarding business combinations [190]. - The company may engage in business combinations with entities affiliated with its Sponsor or directors, raising potential conflicts of interest [196]. Regulatory and Compliance Challenges - The company faces regulatory challenges in pursuing business combinations with PRC-based entities, which may complicate acquisition efforts [68]. - The company will not conduct an initial business combination with any target company that operates through VIEs, which may limit acquisition candidates in the PRC [227]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an initial business combination [223]. - The company is subject to complex procedures and requirements for mergers and acquisitions involving PRC-based businesses, which could complicate its business combination efforts [230]. - The PRC government retains significant control over foreign investments, with a negative list system that restricts foreign entities from investing in certain sectors [237]. - Changes in PRC government policies and regulations can occur rapidly and may adversely affect the ability of companies to operate profitably in the PRC [239]. - The approval process for acquisitions may involve strict time limits and economic data submissions, complicating negotiations and potentially delaying transactions [235]. Shareholder Considerations - Initial stockholders have agreed to vote in favor of the initial business combination, which may increase the likelihood of receiving requisite stockholder approval [71]. - The company may issue shares in connection with its initial business combination at a price less than the prevailing market price, potentially affecting shareholder value [77]. - The company must maintain net tangible assets of at least $5,000,001 to proceed with the initial business combination after redemptions [75]. - The company’s Sponsor and affiliates may purchase public shares to influence stockholder approval of the initial business combination, potentially reducing the public float [86]. - The absence of a specified maximum redemption threshold may allow the company to complete an initial business combination that a majority of stockholders do not support [148]. - Amendments to the Certificate of Incorporation may facilitate initial business combinations that some stockholders may not agree with, requiring only 65% approval [152]. - Stockholders may be held liable for claims against the company to the extent of distributions received upon redemption of shares [115]. - The company does not intend to comply with certain Delaware law procedures for liquidating distributions, which may increase stockholder liability [116]. Market and Economic Factors - The competition for attractive targets among special purpose acquisition companies has increased, potentially raising costs and limiting available options for initial business combinations [135]. - The market for directors' and officers' liability insurance has become more expensive and less favorable, impacting the ability to negotiate initial business combinations [139]. - The PRC's economic growth has been uneven, and any slowdown could reduce demand for services and products, impacting potential business combinations [250]. - Recent cybersecurity regulations may require Chinese technology firms to undergo reviews before listing on foreign exchanges, narrowing the pool of potential acquisition targets [248]. - Negative publicity and litigation surrounding PRC-based companies listed in the U.S. have adversely affected stock prices, which could impact the company's operations [253]. Management and Operational Risks - Key personnel's involvement post-business combination is uncertain, and their departure could negatively impact operations and profitability [169]. - The company does not have employment agreements or key-man insurance for its executive officers, which could pose risks if key personnel leave [186]. - Past performance of the management team is not indicative of future success, and reliance on historical performance may be misplaced [185]. - The company may need to borrow additional funds from its Sponsor or affiliates to continue operations, as there is no obligation for them to provide such funds [96]. - If additional financing is required for the initial business combination, it may not be available on acceptable terms, potentially leading to restructuring or abandonment of the transaction [155].

Financial Performance - For the three months ended September 30, 2023, the Company reported a net income of $278,301, primarily from $736,855 of dividend and interest income earned in the Trust Account[160]. - For the nine months ended September 30, 2023, the Company had a net income of $688,628, driven by $1,465,180 of dividend and interest income[161]. - The Company incurred $621,276 in formation and general administrative costs for the nine months ended September 30, 2023[161]. - The Company has generated no operating revenues to date and does not expect to do so until after completing a business combination[150]. IPO and Financing - The Company raised total gross proceeds of $54,210,000 from its IPO by selling 5,200,000 units at an offering price of $10.00 per unit[142]. - The Company incurred $4,019,087 in transaction costs related to the IPO, including $2,710,500 in underwriting commissions[144]. - The Company issued 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, generating an aggregate purchase price of $3,449,500[182]. - The underwriters partially exercised their over-allotment option, resulting in the issuance of 127,400 Private Placement Warrants and generating an additional $127,500 in gross proceeds[183]. - The Company is required to pay the underwriter $1,897,350 in deferred underwriting commissions upon completion of an initial business combination[165]. - The Sponsor has agreed to loan the Company up to $2,000,000 as Working Capital Loans, which may be converted into warrants at a price of $1.00 per warrant upon consummation of the initial business combination[189]. Cash and Working Capital - The Company had cash in the Trust Account of $57,301,480 as of September 30, 2023, which is intended to be used for completing its initial business combination[153]. - As of September 30, 2023, the Company had a working capital deficit of $418,200, excluding franchise and income tax liabilities[149]. - The Company had $95,000 of outstanding Working Capital Loans from the Sponsor as of September 30, 2023[152]. - The Company recorded $95,000 in Working Capital Loans from the Sponsor as of September 30, 2023[190]. Administrative Support and Expenses - The Company incurred expenses of $30,000 and $60,000 related to the administrative support agreement for the three and nine months ended September 30, 2023, respectively[166]. - As of September 30, 2023, the Company had accrued $35,000 for amounts due to the Sponsor under the Administrative Support Agreement[191]. - The Company will cease paying monthly fees under the Administrative Support Agreement upon completion of the initial business combination or liquidation[191]. Internal Control and Compliance - The Company identified a material weakness in internal control over financial reporting related to the review and approval of cash disbursements[195]. - Significant efforts and resources are being devoted to the remediation and improvement of internal control over financial reporting[195]. - Additional time is required to ensure that newly implemented controls will operate effectively to address the material weakness[196]. - The Company has implemented additional controls related to vendor verification[197]. - Additional review of each payment made by several authorized individuals has been implemented[197]. - No other changes have materially affected internal control over financial reporting during the most recently completed fiscal quarter[197]. Business Combination Timeline - The Company has until March 22, 2024, to complete its initial business combination, with a possible extension of up to 18 months[155].

IPO and Financial Proceeds - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,421,000 units at an offering price of $10.00 per unit[133]. - The Company incurred transaction costs of $4,019,087 related to the IPO, including underwriting commissions and other offering costs[135]. - The underwriter will receive $1,897,350 in deferred underwriting commissions, payable only if the Company completes an initial business combination[153]. Financial Position and Liquidity - As of June 30, 2023, the Company had cash in the Trust Account amounting to $56,564,625, which is intended for use in completing its initial business combination[143]. - As of June 30, 2023, the Company had cash of $148,233 held outside the Trust Account, which may not be sufficient for operations over the next 12 months[146]. - The Company has a working capital deficit of $136,743 as of June 30, 2023, excluding franchise and income tax liabilities[139]. - The Company may need to raise additional capital through loans or investments to meet its liquidity needs prior to completing a business combination[148]. - If the Company does not complete a business combination by March 22, 2024, it will cease operations and redeem shares of Class A common stock at a price equal to the amount in the Trust Account[138]. Income and Expenses - For the three months ended June 30, 2023, the Company reported a net income of $453,111, primarily due to $666,505 in dividend and interest income earned in the Trust Account[150]. - The Company incurred formation and general administrative costs of $253,135 for the three months ended June 30, 2023, reflecting increased expenses associated with operating as a public company[151]. - The Company incurred expenses of $30,000 related to the administrative support agreement for the three and six months ended June 30, 2023[154]. Sponsor and Warrants - The Sponsor purchased an aggregate of 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, totaling $3,449,500[171]. - The Company has the option to convert up to $2,000,000 of Working Capital Loans into warrants at a price of $1.00 per warrant upon consummation of the initial business combination[177]. - The Company will pay the Sponsor a total of $10,000 per month for administrative services until the completion of the initial business combination or liquidation[179]. - The Company has no borrowings under the Working Capital Loans as of June 30, 2023[178]. Internal Control and Compliance - The Company identified a material weakness in internal control over financial reporting related to the review and approval of cash disbursements[183]. - Significant efforts and resources are being devoted to the remediation and improvement of internal control over financial reporting[183]. - Additional time is required to ensure that newly implemented controls will operate effectively to address the material weakness[184]. - The Company has implemented additional controls related to vendor verification[185]. - There has been no change in internal control over financial reporting that materially affects the reporting during the most recently completed fiscal quarter[185]. - Additional review of each payment is now conducted by several authorized individuals[185]. Accounting Standards - The Company is evaluating the potential impact of adopting new accounting standards effective after December 15, 2023[164]. - The Company accounts for its common stock subject to possible redemption as temporary equity, which is accreted to the redemption value over time[162]. - The Sponsor forfeited an aggregate of 373,750 Founder Shares, resulting in a total of 1,495,000 Founder Shares held by the Sponsor and directors[169].