PART I. FINANCIAL INFORMATION [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements and notes for periods ended June 30, 2025, and December 31, 2024 [Condensed Balance Sheets](index=4&type=section&id=CONDENSED%20BALANCE%20SHEETS) The condensed balance sheets provide a snapshot of the company's financial position, highlighting changes between December 31, 2024, and June 30, 2025 Condensed Balance Sheet Summary | 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 | | Total stockholders' deficit | $(6,632,749) | $(5,359,553) | - Restricted cash held in the trust account increased significantly to **$19,856,826** as of June 30, 2025, from **$0** at December 31, 2024, primarily due to funds restricted for pending Class A common stock redemptions[11](index=11&type=chunk)[58](index=58&type=chunk)[88](index=88&type=chunk) - Marketable securities held in the trust account decreased from **$30,124,557** at December 31, 2024, to **$11,354,936** at June 30, 2025, reflecting redemptions and withdrawals[11](index=11&type=chunk)[102](index=102&type=chunk) [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The condensed statements of operations show the company's financial performance for the three and six months ended June 30, 2025, and 2024 Condensed Statements of Operations Summary | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Formation and operating costs | $343,812 | $424,028 | $658,628 | $876,445 | | Loss from operations | $(343,812) | $(424,028) | $(658,628) | $(876,445) | | Dividend and interest income | $320,723 | $737,335 | $637,205 | $1,495,275 | | Income (loss) before income taxes | $(23,089) | $313,307 | $(21,423) | $618,830 | | 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 | - The company reported a net loss of **$88,824** for the three months ended June 30, 2025, compared to a net income of **$166,656** for the same period in 2024. For the six months, net loss was **$148,054** in 2025 versus net income of **$297,258** in 2024[15](index=15&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) - Dividend and interest income decreased significantly, from **$737,335** (Q2 2024) to **$320,723** (Q2 2025) and from **$1,495,275** (H1 2024) to **$637,205** (H1 2025), primarily due to a decreased balance in the Trust Account resulting from redemptions[15](index=15&type=chunk)[223](index=223&type=chunk) [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%27%20Deficit) This statement details changes in common stock subject to redemption and stockholders' deficit for periods ended June 30, 2025, and 2024 Condensed Statements of Changes in Common Stock and Stockholders' Deficit Summary | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------------ | | Class A Shares Subject to Possible Redemption | 960,307 | 2,668,693 | | Amount of Class A Shares Subject to Possible Redemption | $11,093,593 | $30,023,845 | | Accumulated Deficit | $(6,632,890) | $(5,359,694) | | Total Stockholders' Deficit | $(6,632,749) | $(5,359,553) | - Redemptions of Class A common stock subject to possible redemption totaled **$19,856,826** for **1,708,386 shares** during the six months ended June 30, 2025[18](index=18&type=chunk)[58](index=58&type=chunk)[88](index=88&type=chunk) - The accumulated deficit increased from **$(5,359,694)** at December 31, 2024, to **$(6,632,890)** at June 30, 2025, reflecting net losses and accretion adjustments[18](index=18&type=chunk)[13](index=13&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) The condensed statements of cash flows outline cash activities for the six months ended June 30, 2025, and 2024 Condensed Statements of Cash Flows Summary | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 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 | $862 | - Net cash used in operating activities decreased from **$(1,066,559)** in H1 2024 to **$(489,603)** in H1 2025[22](index=22&type=chunk) - Investing activities shifted from providing **$30,144,055** in H1 2024 (due to redemption of investments) to using **$(450,000)** in H1 2025 (due to extension payments deposited into Trust Account)[22](index=22&type=chunk) - Financing activities provided **$921,000** in H1 2025, primarily from promissory notes, a significant change from using **$(29,087,256)** in H1 2024 due to Class A common stock redemptions[22](index=22&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20FINANCIAL%20STATEMENTS) These notes provide detailed explanations and disclosures supporting the unaudited condensed financial statements [NOTE 1 - Organization and Description of Business](index=9&type=section&id=NOTE%201%20-%20Organization%20and%20Description%20of%20Business) Four Leaf Acquisition Corporation is a blank check company facing business combination extensions, Nasdaq compliance issues, and going concern uncertainties - The Company is a blank check company incorporated on March 3, 2022, for the purpose of effecting a business combination[25](index=25&type=chunk) - On December 17, 2024, the Company entered into a Merger Agreement with Xiaoyu Dida Interconnect International Limited (Smart Station)[26](index=26&type=chunk)[65](index=65&type=chunk) - The Company has extended its business combination period multiple times, most recently until September 22, 2025, with potential for further extensions until June 22, 2026, by depositing **$75,000** monthly into the Trust Account[57](index=57&type=chunk)[62](index=62&type=chunk) - The Company received delisting notices from Nasdaq due to falling below the **$35 million** Market Value of Listed Securities (MVLS) requirement and failure to timely file reports, but was granted continued listing until October 3, 2025, to complete its business combination[73](index=73&type=chunk)[76](index=76&type=chunk)[79](index=79&type=chunk) - The company's liquidity condition and potential mandatory liquidation raise substantial doubt about its ability to continue as a going concern, with cash outside the Trust Account of **$9,804** as of June 30, 2025, insufficient for the next 12 months[80](index=80&type=chunk)[82](index=82&type=chunk)[218](index=218&type=chunk) - Redemptions of Class A common stock on June 18, 2024 (**$30.2 million** for **2,752,307 shares**) and June 27, 2025 (**$19.9 million** for **1,708,386 shares**) are subject to a **1%** U.S. federal excise tax under the Inflation Reduction Act of 2022, with accrued liabilities of **$500,512** as of June 30, 2025[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&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 section outlines key accounting principles applied in preparing the unaudited condensed financial statements - The financial statements are prepared in accordance with U.S. GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[92](index=92&type=chunk) - The Company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[95](index=95&type=chunk)[96](index=96&type=chunk) - Business combination costs are expensed as incurred, with **$100,000** incurred for the six months ended June 30, 2025[97](index=97&type=chunk)[165](index=165&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and accreted to redemption value, including dividend and interest income earned in the Trust Account and extension payments[109](index=109&type=chunk) - The Company adopted ASU 2023-09 on January 1, 2025, with no material impact, and is evaluating ASU 2024-03 for future impact[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) This note details the IPO of the company's units, including shares sold and underwriters' over-allotment option - On March 16, 2023, the Company sold **5,200,000 Units** at **$10.00 per Unit**, each consisting of one Class A common stock share and one Public Warrant[29](index=29&type=chunk)[123](index=123&type=chunk) - Underwriters partially exercised their over-allotment option on March 17, 2023, purchasing an additional **221,000 Units** for **$2,210,000**[29](index=29&type=chunk)[124](index=124&type=chunk) [NOTE 4 – Private Placement](index=25&type=section&id=NOTE%204%20%E2%80%93%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants to the Sponsor, detailing warrants purchased and proceeds generated - The Sponsor purchased **3,449,500 Private Placement Warrants** at **$1.00 per warrant**, generating **$3,449,500**[30](index=30&type=chunk)[125](index=125&type=chunk) - An additional **127,400 Private Placement Warrants** were issued due to the underwriters' partial over-allotment option, generating **$127,500**[125](index=125&type=chunk) [NOTE 5 – Related Party Transactions](index=25&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including Founder Shares, private placement warrants, and working capital loans - The Sponsor initially acquired **2,156,250 Class B common stock (Founder Shares)** for **$25,000**, with subsequent forfeitures resulting in **1,355,250 Founder Shares** outstanding as of June 30, 2025[127](index=127&type=chunk)[128](index=128&type=chunk) - The Sponsor provided Working Capital Loans totaling **$921,000** during the six months ended June 30, 2025, used for working capital needs (**$471,000**) and monthly extension payments (**$450,000**)[132](index=132&type=chunk) Related Party Loan Balances | Related Party Loan | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------------ | | Convertible note – related party | $2,000,000 | $2,000,000 | | Promissory note – related party | $1,116,100 | $195,100 | | Due to related party (Administrative Support Agreement) | $242,180 | $182,180 | - The Company pays the Sponsor **$10,000 per month** 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) This note outlines the company's contractual obligations and potential liabilities, including registration rights and deferred underwriting commissions - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[138](index=138&type=chunk) - A deferred underwriting commission of **$1,897,350** is payable to the underwriter solely upon the completion of a business combination[139](index=139&type=chunk) [NOTE 7 - Stockholders' Deficit](index=27&type=section&id=NOTE%207%20-%20STOCKHOLDERS%27%20DEFICIT) This note details the components of stockholders' deficit, including authorized and outstanding shares and warrants - The Company is authorized to issue **5,000,000 shares** of preferred stock, with none issued or outstanding as of June 30, 2025[141](index=141&type=chunk) Stock and Warrant Holdings | Stock Class | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------------ | | Class A common stock outstanding | 1,014,517 | 2,722,903 | | Class A common stock subject to possible redemption | 960,307 | 2,668,693 | | Class B common stock outstanding | 1,355,250 | 1,355,250 | | Public Warrants outstanding | 5,421,000 | 5,421,000 | | Private Placement Warrants outstanding | 3,576,900 | 3,576,900 | - Class B common stock automatically converts into Class A common stock at the time of a business combination, at a ratio ensuring **20%** of the post-IPO common stock (on an as-converted basis) is held by Founder Shares[144](index=144&type=chunk) - Warrants become exercisable **30 days** after a business combination and expire **five years** thereafter, with an exercise price of **$11.50 per share**[148](index=148&type=chunk)[145](index=145&type=chunk) [NOTE 8 - Stock-Based Compensation](index=29&type=section&id=NOTE%208%20-%20STOCK-BASED%20COMPENSATION) This note discusses accounting for stock-based compensation related to Class B common stock transfers and Representative Shares - **25,000 Class B common stock shares** were transferred to each of two independent directors, vesting upon the consummation of a business combination[151](index=151&type=chunk) - No compensation expense has been recognized for these grants from inception through June 30, 2025, with total unrecognized compensation expense of approximately **$40,500**[151](index=151&type=chunk)[153](index=153&type=chunk) - **54,210 Representative Shares** were issued to the underwriter, with a fair value of **$270,520** accounted for as compensation and included in 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) This note provides information on the company's income tax provisions, including effective tax rates and deferred tax assets Effective Tax Rate Analysis | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Effective Tax Rate (ETR) | (285)% | 47.0% | (591)% | 48% | - The significant fluctuations in ETR are primarily due to changes in the valuation allowance related to deferred organizational costs and permanent differences from business combination costs[158](index=158&type=chunk)[159](index=159&type=chunk) - The Company incurred **$22,012** of interest and penalties on unremitted income tax obligations for the six months ended June 30, 2024, but no material amounts for the current periods[161](index=161&type=chunk) [NOTE 10 - Segment Information](index=30&type=section&id=NOTE%2010%20-%20SEGMENT%20INFORMATION) This note clarifies that the company operates as a single segment entity, focused on activities for a business combination - The Company is a blank check company and has not commenced any operations as of June 30, 2025, thus operating as a single segment entity[163](index=163&type=chunk) - The Chief Executive Officer, as the CODM, reviews interest earned on Trust Account investments and operating/formation costs to manage shareholder value and business combination expenses[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 [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, results of operations, liquidity, and capital resources [Cautionary Note Regarding Forward-Looking Statements](index=32&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This subsection advises that the report contains forward-looking statements subject to risks and uncertainties - The report includes forward-looking statements based on current expectations and projections, subject to known and unknown risks and uncertainties[170](index=170&type=chunk) [Risks and Uncertainties](index=32&type=section&id=Risks%20and%20Uncertainties) This section highlights factors that could adversely affect the company's operations and ability to complete a business combination - The company's ability to complete a business combination may be adversely affected by economic uncertainty, market volatility, and geopolitical circumstances, including elevated inflation, interest rates, and trade tensions[171](index=171&type=chunk) [Overview](index=32&type=section&id=Overview) This overview reiterates the company's nature as a blank check company, its IPO, private placement, and business combination efforts - Four Leaf Acquisition Corporation is a blank check company formed on March 3, 2022, to effect a business combination[172](index=172&type=chunk) - The company consummated its IPO on March 16, 2023, raising **$54,210,000** from **5,200,000 units**, and a private placement of **3,576,900 warrants** to the Sponsor for **$3,577,000**[175](index=175&type=chunk)[176](index=176&type=chunk) - A significant portion of IPO proceeds (**$55,836,300**) was placed in a Trust Account for investment in U.S. government securities, to be released upon business combination or redemption[179](index=179&type=chunk) - The company must complete a business combination with an aggregate fair market value of at least **80%** of the assets in the Trust Account[180](index=180&type=chunk) [Initial Extension of Period to Complete Initial Business Combination](index=34&type=section&id=Initial%20Extension%20of%20Period%20to%20Complete%20Initial%20Business%20Combination) This section details the initial extension of the business combination period, including the sponsor's Trust Account deposit - On March 19, 2024, the Company extended its business combination period by **three months**, until June 22, 2024, with the Sponsor depositing **$542,100** into the Trust Account for a convertible note[188](index=188&type=chunk) [2024 Special Meeting of the Stockholders](index=35&type=section&id=2024%20Special%20Meeting%20of%20the%20Stockholders) This section describes the 2024 Special Meeting where stockholders approved extensions, leading to significant share redemptions - On June 18, 2024, stockholders approved amendments allowing up to **twelve one-month extensions** of the Combination Period until June 22, 2025, each requiring a **$75,000** deposit into the Trust Account[189](index=189&type=chunk) - In connection with these amendments, **2,752,307 Public Shares** were redeemed for approximately **$30.2 million** (**$10.97 per share**)[190](index=190&type=chunk) - The Sponsor made **seven monthly extension deposits** of **$75,000 each** from June 2024 to December 2024[191](index=191&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [2025 Special Meeting of the Stockholders](index=36&type=section&id=2025%20Special%20Meeting%20of%20the%20Stockholders) This section details the 2025 Special Meeting where stockholders approved further extensions, resulting in additional share redemptions - On June 27, 2025, stockholders approved amendments allowing up to **twelve one-month extensions** of the Combination Period until June 22, 2026, each requiring a **$75,000** deposit[203](index=203&type=chunk) - **1,708,386 Public Shares** were redeemed for approximately **$19.9 million** (**$11.62 per share**), with funds restricted for payment as of June 30, 2025, and remitted in August 2025[204](index=204&type=chunk) - The Sponsor made **three monthly extension deposits** of **$75,000 each** from January 2025 to March 2025, and **three more** from April 2025 to June 2025[198](index=198&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk)[205](index=205&type=chunk) - If a business combination is not completed by September 22, 2025 (or June 22, 2026 with extensions), the company will liquidate and redeem Class A common stock[208](index=208&type=chunk) [Liquidity, Capital Resources and Going Concern](index=37&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) This section discusses liquidity, capital resources, and substantial doubt about the company's ability to continue as a going concern - As of June 30, 2025, the company had cash of **$9,804** 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 in substantial doubt without a business combination, relying on potential loans from the Sponsor[218](index=218&type=chunk) - The company had **$3,116,100** in outstanding Working Capital Loans from its Sponsor as of June 30, 2025[213](index=213&type=chunk) - Funds from the Trust Account, including interest, are primarily for the business combination, with **$1,897,350** deferred underwriting commissions and tax obligations to be paid from interest[214](index=214&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) This section analyzes financial performance, highlighting net loss driven by decreased income and operating costs Results of Operations Summary | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(88,824) | $166,656 | $(148,054) | $297,258 | | Dividend and interest income | $320,723 | $737,335 | $637,205 | $1,495,275 | | Formation and operating costs | $343,812 | $424,028 | $658,628 | $876,445 | | Income tax expense | $65,735 | $146,651 | $126,631 | $321,572 | - Net loss for the three and six months ended June 30, 2025, was primarily due to lower dividend and interest income and higher income tax expense compared to the prior year[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk) - Formation and operating costs decreased in 2025 compared to 2024, mainly due to reductions in accounting and legal expenses[223](index=223&type=chunk) [Commitments and Contractual Obligations](index=39&type=section&id=Commitments%20and%20Contractual%20Obligations) This section details the company's commitments, including registration rights, deferred underwriting commissions, and administrative fees - The company has registration rights agreements for Founder Shares, Private Placement Warrants, and shares from Working Capital Loans[224](index=224&type=chunk) - A deferred underwriting commission of **$1,897,350** is payable to the underwriter upon completion of an initial business combination[225](index=225&type=chunk) - The company pays the Sponsor **$10,000 per month** 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) This section highlights critical accounting policies and estimates, focusing on excise tax, derivatives, and redeemable common stock - Significant estimates include the excise tax liability related to Class A common stock redemptions at the 2024 and 2025 Special Meetings[227](index=227&type=chunk) - Public and Private Placement Warrants are accounted for as equity instruments, meeting classification requirements under ASC 815[229](index=229&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and accreted to redemption value, including dividend and interest income and extension deposits[230](index=230&type=chunk)[231](index=231&type=chunk) [Recently Adopted Accounting Pronouncements](index=40&type=section&id=Recently%20Adopted%20Accounting%20Pronouncements) This section notes the adoption of ASU 2023-09, effective January 1, 2025, with no material financial impact - The company adopted ASU 2023-09 on January 1, 2025, which did not have a material impact on the unaudited condensed financial statements[232](index=232&type=chunk) [Recently Issued Accounting Pronouncements](index=40&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section discusses ASU 2024-03, which the company is currently evaluating for potential financial statement impact - The company is evaluating ASU 2024-03, effective for annual periods beginning after December 15, 2026, for its potential impact on financial statements[233](index=233&type=chunk) [JOBS Act](index=41&type=section&id=JOBS%20Act) This section explains the company's 'emerging growth company' status under the JOBS Act, allowing delayed accounting standard adoption - As an 'emerging growth company' under the JOBS Act, the company elects to delay the adoption of new or revised accounting standards, potentially affecting comparability with other public companies[235](index=235&type=chunk) - The company may also rely on other reduced reporting requirements, such as exemptions from auditor attestation reports on internal controls and certain executive compensation disclosures[236](index=236&type=chunk) [Inflation Reduction Act of 2022](index=41&type=section&id=Inflation%20Reduction%20Act%20of%202022) This section details the 1% excise tax on stock repurchases under the Inflation Reduction Act, applied to Class A common stock redemptions - The Inflation Reduction Act of 2022 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 (**$30,194,356**) and June 27, 2025 (**$19.9 million**) are subject to this excise tax, with **$198,569** accrued for 2025 and **$301,944** for 2024[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk) - The proceeds and interest in the trust account will not be used to pay this excise tax[239](index=239&type=chunk) [Related Party Transactions](index=42&type=section&id=Related%20Party%20Transactions) This section details transactions with related parties, including Founder Shares, private placement warrants, and working capital loans - The Sponsor initially acquired **2,156,250 Class B common stock (Founder Shares)** for **$25,000**, with subsequent forfeitures resulting in **1,355,250 Founder Shares** outstanding[243](index=243&type=chunk)[245](index=245&type=chunk) - The Sponsor purchased **3,449,500 Private Placement Warrants** for **$3,449,500**, with an additional **127,400 warrants** issued due to over-allotment[246](index=246&type=chunk) - The Sponsor provided **$921,000** in Working Capital Loans during the six months ended June 30, 2025, used for working capital and extension payments[249](index=249&type=chunk) Related Party Loan Balances | Related Party Loan | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :------------------ | | Convertible note – related party | $2,000,000 | $2,000,000 | | Promissory note – related party | $1,116,100 | $195,100 | | Due to related party (Administrative Support Agreement) | $242,180 | $182,180 | [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 market risk disclosures - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[255](index=255&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses disclosure controls, identifying a material weakness in cash disbursement review and approval - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in internal controls over financial reporting related to cash disbursements[257](index=257&type=chunk) - The material weakness arose from mistakenly using **$117,610** of restricted Trust Account funds for general operating expenses[258](index=258&type=chunk) - Remediation efforts include implementing additional controls for vendor verification, multiple authorized individual reviews for payments, and opening a separate bank account to segregate restricted funds[261](index=261&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[264](index=264&type=chunk) [Item 1A. Risk Factors](index=46&type=page&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide specific risk factor disclosures - As a 'smaller reporting company,' the Company 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 - There were no unregistered sales of equity securities or use of proceeds from registered securities to report[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 - There were no defaults upon senior securities to report[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 - There is no other information to report[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 and certifications - Exhibits include Promissory Notes, Certifications of Principal Executive and Financial Officers (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act), and XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[270](index=270&type=chunk) SIGNATURES [Signatures](index=47&type=section&id=SIGNATURES) The report is duly signed by the Chief Executive Officer and Chief Financial Officer 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 Position and Performance - Approximately $30.2 million (approximately $10.97 per share) was redeemed from the Trust Account by stockholders holding 2,752,307 Public Shares[185]. - The Company has a working capital deficit of $3,848,205 as of March 31, 2025, with cash of $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 an additional twelve times for one month each time, with a $75,000 deposit required 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]. Risks and Concerns - The Company is subject to various risks, including economic uncertainties and elevated inflation, which may impact its ability to complete a business combination[154]. - 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]. - The Sponsor is liable to the Company if claims reduce the Trust Account funds below $10.30 per Public Share[200]. - The Company’s financial statements raise substantial doubt about its ability to continue as a going concern if a business combination is not completed by June 22, 2025[208]. - The Company may need to raise additional capital through loans or investments if it cannot complete a business combination by the deadline[209]. Expenses and Liabilities - 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 pays the Sponsor $10,000 per month under an administrative support agreement, totaling $30,000 for the three months ended March 31, 2025[239]. - As of March 31, 2025, amounts due to the Sponsor under the Administrative Support Agreement totaled $212,180[239]. Tax and Regulatory Matters - The Company is subject to a 1% excise tax on stock repurchases occurring after January 1, 2023, based on the fair market value of shares repurchased[226]. - On June 18, 2024, the Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356, incurring an excise tax liability of $301,944 related to these redemptions[229]. - The excise tax liability totaled $301,944 as of both March 31, 2025 and December 31, 2024[229]. Accounting and Financial Reporting - The Company is currently evaluating the potential impact of recently issued accounting standards on its financial statements[222]. - Formation and operating costs decreased in Q1 2025 compared to Q1 2024, primarily due to reduced accounting and legal expenses[212]. - For the three months ended March 31, 2025, the Company reported a net loss of $59,229, primarily due to formation and operating costs of $314,815 and income tax expense of $60,896[211].

Financial Condition and Risks - 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 has incurred significant costs in pursuit of acquisition plans and cannot assure successful capital raising or initial business combination[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 working capital[105]. - If the net proceeds from the Initial Public Offering and the sale of Private Placement Warrants are insufficient to operate through May 22, 2025, the company may be unable to complete its initial business combination, potentially leading to public stockholders receiving only their pro rata portion of the trust account[105]. - The company may not be able to complete the initial business combination due to market conditions and other risks, potentially leading to liquidation[96]. - 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 may incur substantial debt to complete an initial business combination, which could negatively impact financial condition and stockholder value[146]. - The company may face challenges in completing advantageous business combinations due to federal proxy rules requiring detailed financial disclosures[165]. - The company has no operating history or revenues until it completes its initial business combination, posing a risk to achieving its business objectives[203]. Shareholder and Redemption Rights - If stockholder approval is sought for the initial business combination, only 683,827 shares (25.1% of 2,722,903 Class A Common Stock) need to be voted in favor for approval[85]. - An aggregate of 2,752,307 shares of Class A common stock were tendered for redemption during the special meeting of stockholders[93]. - The redemption rights of public stockholders may limit the company's ability to complete desirable business combinations[88]. - 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 in excess of that percentage if redemptions are not conducted according to tender offer rules[103]. - Public stockholders may only receive funds from the trust account upon completion of an initial business combination or under specific conditions, with a potential redemption amount of less than $11.25 per share due to negative interest rates[191][195]. Business Combination Challenges - The company has not yet identified a target business for its initial business combination, which may classify it as a "blank check" company under U.S. securities laws[101]. - The company may purchase public shares to increase the likelihood of obtaining stockholder approval for the business combination, but such purchases could reduce the public float of Class A common stock[99]. - 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 may enter into initial business combinations with financially unstable businesses, which could lead to volatile revenues and difficulties in retaining key personnel[134]. - The company may only complete one business combination with the proceeds from its Initial Public Offering, leading to a lack of diversification and increased risk[168]. - 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 absence of a specified maximum redemption threshold may allow for initial business combinations that a majority of stockholders do not support[149]. - Amendments to the Certificate of Incorporation may facilitate initial business combinations that some stockholders may oppose[151]. Regulatory and Compliance Risks - Changes in laws or regulations may adversely affect the company's ability to complete its initial business combination and overall operations[120]. - The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) expanded CFIUS's jurisdiction, potentially affecting the company's ability to complete business combinations with U.S. companies[128]. - CFIUS could block or delay business combinations involving U.S. businesses, impacting the attractiveness of transactions and limiting potential targets[131]. - The PRC government has significant oversight over business operations, which may impact the ability to conduct profitable operations and pursue business combinations[220]. - The PRC's regulatory environment remains uncertain, and new interpretations of existing rules could require additional approvals for business activities[224]. - Compliance with new regulations may increase transaction costs and time, potentially hindering the ability to negotiate favorable terms for acquisitions[216]. - The M&A Rules in China establish complex procedures for foreign acquisitions, potentially complicating the company's ability to complete business combinations with PRC-based businesses[212]. Market and Competitive Environment - 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]. - Increased competition for attractive acquisition targets may lead to higher financial terms demanded by target companies[140]. - 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]. Financial Instruments and Securities - The company’s sponsor purchased 3,576,900 Private Placement warrants at $1.00 each, generating approximately $3.58 million in gross proceeds[189]. - Each Private Placement Warrant is exercisable to purchase one whole share of common stock at $11.50 per share[190]. - The company may amend the terms of the Public Warrants, potentially increasing the exercise price, shortening the exercise period, or decreasing the number of shares purchasable upon exercise, with approval from a majority of outstanding Public Warrants[201]. - The company can redeem outstanding 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]. International Operations and Risks - If the company acquires a business outside the U.S., it will face additional risks, including higher costs and complexities in managing cross-border operations[172]. - The combined company may face restrictions on dividend payments, as PRC subsidiaries can only pay dividends from accumulated distributable profits[232]. - The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies, affecting the ability of future operating companies in the PRC to utilize their revenues effectively[234]. - PRC residents making offshore investments must register with SAFE, and failure to comply may restrict the ability of the combined company to distribute profits or inject capital[261]. Governance and Management Risks - The management's ability to assess a prospective target's management may be limited, potentially leading to a negative impact on the value of stockholders' investments[171]. - The management team may negotiate employment agreements with a target business, which could create conflicts of interest in selecting the most advantageous business combination[180]. - The company has not adopted a policy to prevent conflicts of interest among its directors and officers, which may affect the terms of business combinations[185]. - The initial stockholders will lose their entire investment if the initial business combination is not completed, potentially influencing the selection of target businesses[188].

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 completing an initial business combination[205]. Business Combination Timeline and Extensions - The Company extended the period to consummate an initial business combination to June 22, 2024, with the sponsor depositing $542,100 into the Trust Account for this extension[175]. - At the 2024 Special Meeting, stockholders approved an amendment allowing the Company to extend the Combination Period up to twelve additional times for one month each, from June 22, 2024, to June 22, 2025[176]. - The Company has until January 22, 2025, or June 22, 2025, if additional extensions are exercised, to complete an initial business combination[197]. - The Company has extended the period for consummating an initial business combination multiple times, with the latest extension to October 22, 2024, each time involving a $75,000 deposit from the Sponsor[181]. 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 incurred $1,051,053 of formation and general administrative costs for the nine months ended September 30, 2024[201]. Cash and Working Capital - 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]. - As of September 30, 2024, the Company had $1,800,100 of outstanding Working Capital Loans from its Sponsor[192]. - 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 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 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]. Shareholder Actions and Redemptions - The Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356 on June 18, 2024[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]. - The Initial Stockholders agreed not to propose amendments affecting public stockholders' ability to redeem shares if a business combination is not completed by January 22, 2025[195]. Regulatory and Accounting Matters - The Company accounts for its common stock subject to possible redemption as temporary equity, which is accreted to redemption value over time[211]. - The Company adopted ASU 2020-06 on January 1, 2024, which had no impact on its financial statements[213]. - The Company is evaluating the potential impact of ASU 2023-09 on its financial statements, which addresses improvements to income tax disclosures[214]. Risks and Uncertainties - The Company is subject to various risks and uncertainties that could adversely affect its ability to complete a business combination, including geopolitical tensions and economic volatility[155].

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[127]. - Following the IPO, $55,836,300 was placed in a trust account, equating to $10.30 per unit, to be invested in U.S. government securities[131]. - The Company incurred transaction costs of $4,019,087, which included $2,710,500 in underwriting commissions[129]. Business Combination and Extensions - The Company extended the period to consummate an initial business combination to August 22, 2024, with the sponsor depositing $542,100 into the Trust Account for this extension[141]. - The Company has the option to extend the Combination Period up to twelve additional times for one month each, with a deposit of $75,000 required for each extension[143]. - The Company must complete a business combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account[132]. - If the Company fails to complete a business combination by the deadline, it will redeem Class A common stock at a price equal to the amount in the Trust Account divided by the number of outstanding shares[147]. Financial Performance - For the three months ended June 30, 2024, the Company reported a net income of $166,656, primarily from $737,335 of dividend and interest income, offset by $424,028 in costs[161]. - For the six months ended June 30, 2024, the Company had a net income of $297,258, driven by $1,495,275 of dividend and interest income, with expenses totaling $876,445[162]. - The Company has a working capital deficit of $2,579,796 as of June 30, 2024, which will not be sufficient to operate for at least the next 12 months without a business combination[158]. Cash and Loans - As of June 30, 2024, the Company had cash in the Trust Account of $29,414,956, with $566,800 withdrawn to satisfy income tax obligations[155]. - The Sponsor has agreed to provide up to $2,000,000 in Working Capital Loans to finance operations and transaction costs, with $1,379,100 outstanding as of June 30, 2024[154]. - The Sponsor provided $1,107,100 in Working Capital Loans during the six months ended June 30, 2024, with $1,379,100 outstanding as of June 30, 2024[191]. Tax and Regulatory Matters - The increase in income tax expense for the three months ended June 30, 2024, was primarily due to higher dividend and interest income from increased interest rates[163]. - The Company accrued an excise tax liability of $301,944 related to the June 18, 2024 redemptions, with a total excise tax liability of $301,944 as of June 30, 2024[183]. - The Company may be subject to a 1% excise tax on stock repurchases occurring after January 1, 2023, depending on various factors[179]. Accounting and Compliance - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which requires improved income tax disclosures for fiscal years beginning after December 15, 2024[176]. - The Company adopted ASU 2020-06 on January 1, 2024, which had no impact on its financial statements[175]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[177]. Shareholder Activity - As of June 18, 2024, stockholders holding 2,752,307 public shares redeemed their shares for approximately $30.2 million, or about $10.97 per share, from the Trust Account[144]. - On June 18, 2024, the Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356[183]. - The deferred underwriting commission payable to the underwriter amounts to $1,897,350, contingent upon the completion of an initial business combination[166]. Operational Expenses - The Company incurred $30,000 in administrative support expenses for the three months ended June 30, 2024, consistent with the previous year[167]. - The Company entered into an administrative support agreement, incurring expenses of $60,000 for the six months ended June 30, 2024[192]. - The Company has not generated any operating revenues to date and does not expect to until after completing a business combination[153]. Warrant Issuance - The Company issued 3,449,500 Private Placement Warrants at $1.00 per warrant, generating $3,449,500 in gross proceeds[187].

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[119]. - Following the IPO, the Company placed $55,836,300 in a trust account, which is intended for use in completing its initial business combination[123]. - As of March 31, 2024, the Company had cash in the Trust Account amounting to $59,363,777, with no principal amount withdrawn prior to that date[132]. - The Company withdrew $566,000 from the Trust Account on April 22, 2024, to satisfy income tax obligations[133]. - As of March 31, 2024, the company held only $5,244 outside of the Trust Account, which is insufficient to operate for the next 12 months without a business combination[136]. - If the Company fails to complete a business combination by June 22, 2024, it will cease operations and redeem shares at a per-share price based on the Trust Account balance[135]. Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $130,602, primarily from $757,940 in dividend and interest income, offset by $452,417 in formation and operating costs and $174,921 in income tax expense[138]. - The company experienced a net loss of $42,784 for the three months ended March 31, 2023, mainly due to $58,384 in formation and operating costs and $39,181 in losses related to the change in fair value of the over-allotment liability[139]. - The increase in income tax expense for the three months ended March 31, 2024, was attributed to higher dividend and interest income earned in the Trust Account compared to the same period in 2023[140]. Business Combination and Extensions - The Company extended the period to consummate an initial business combination by three months to June 22, 2024, with a deposit of $542,100 into the Trust Account[124]. - The company has until June 22, 2024, to consummate a business combination, with a potential extension to September 22, 2024, after which mandatory liquidation may occur if not completed[136]. - The Company has substantial doubt about its ability to continue as a going concern if a business combination is not consummated[136]. Working Capital and Loans - The Company has a working capital deficit of $1,815,886 as of March 31, 2024, excluding franchise and income tax liabilities[129]. - As of March 31, 2024, the Company had $1,134,100 in outstanding Working Capital Loans from its Sponsor[131]. - The Company received $862,100 in Working Capital Loans from the Sponsor during the three months ended March 31, 2024[165]. - As of March 31, 2024, the Company had $1,134,100 in outstanding Working Capital Loans, an increase from $272,000 as of December 31, 2023[165]. - Up to $2,000,000 of Working Capital Loans may be converted into Private Placement Warrants at a price of $1.00 per warrant[164]. - The Company may use a portion of proceeds held outside the Trust Account to repay Working Capital Loans if a business combination does not close[164]. Administrative Support and Expenses - The company entered into an administrative support agreement on March 22, 2023, agreeing to pay the Sponsor $10,000 per month, totaling $30,000 for the three months ended March 31, 2024[143]. - 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[167]. - As of March 31, 2024, $92,180 remains unpaid to the Sponsor under the Administrative Support Agreement[167]. - The company reported an increase in formation and operating costs due to higher accounting, legal, and general business expenses related to operating as a public company[140]. Underwriting and Commissions - The Company incurred transaction costs of $4,019,087 related to the IPO, including $2,710,500 in underwriting commissions[121]. - The deferred underwriting commissions payable to the underwriter amount to $1,897,350, contingent upon the completion of an initial business combination[142]. - The company raised $3,449,500 from the purchase of 3,449,500 Private Placement Warrants at $1.00 per warrant during the IPO[162]. Reporting and Compliance - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[168].

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[52]. - As of December 31, 2023, the company had $10,622 in cash and had borrowed $272,000 from its Sponsor to fund working capital[78]. - The company has net tangible assets exceeding $5,000,000, exempting it from certain SEC rules for blank check companies[73]. - The company anticipates that public stockholders may receive approximately $10.40 per share upon liquidation of the trust account if the initial business combination is not completed[94]. - Public stockholders may only receive approximately $10.40 per share upon liquidation if the initial business combination is not completed[143]. - The per-share redemption amount for public stockholders could be less than $10.40 due to potential claims against the trust account[79]. - If the company fails to complete its initial business combination by June 22, 2024, public stockholders may receive less than $10.40 per share due to potential negative interest rates on trust account assets[193]. Business Combination Risks - The company has incurred significant costs in pursuit of acquisition plans and cannot assure successful capital raising or initial business combination completion[52]. - If the company does not complete its initial business combination by June 22, 2024, it will cease operations and redeem public shares at a price potentially less than $10.40 per share[66]. - The company may not be able to complete its initial business combination due to general market conditions and other risks[68]. - The company may face challenges in negotiating initial business combinations due to the time constraints imposed by the completion deadline[65]. - The company may face bankruptcy claims that could reduce the per-share amount received by stockholders in the event of liquidation, especially if bankruptcy proceedings are initiated before distributing trust account proceeds[86]. - The company may struggle to obtain additional financing for business combinations, which could lead to restructuring or abandonment of transactions[142]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to complete an initial business combination[75]. - Increased competition among special purpose acquisition companies may lead to a scarcity of attractive targets and higher costs for initial business combinations[124]. - The company may not be required to obtain a fairness opinion for its business combinations, relying instead on the judgment of its board of directors[118]. - The company may face challenges in maintaining control of the target business post-combination, potentially leading to a minority interest for existing stockholders[161]. Shareholder Considerations - Initial stockholders have agreed to vote in favor of the initial business combination, potentially requiring only 37.6% of public shares to approve the transaction[56]. - Stockholders holding more than 15% of Class A common stock may lose the ability to redeem shares in excess of that amount without prior consent[74]. - The company’s directors may choose not to enforce indemnification obligations against the Sponsor, potentially reducing funds available for distribution to public stockholders[83]. - The company’s initial stockholders could lose their entire investment if the initial business combination is not completed, creating a conflict of interest in selecting target businesses[184]. - The company’s management team may negotiate employment agreements with target businesses, potentially influencing their decision-making in business combinations[173]. - The company’s initial stockholders will receive additional shares of Class A common stock if shares are issued to consummate an initial business combination, differing from other SPACs[148]. Regulatory and Compliance Issues - The company may be subject to burdensome compliance requirements if deemed an investment company under the Investment Company Act, which could hinder its ability to complete the initial business combination[92]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete its initial business combination[96]. - The company must maintain a minimum stockholders' equity of $2,500,000 and at least 300 public holders to remain listed on Nasdaq[189]. - The company is subject to state regulations if it is no longer listed on Nasdaq, which could hinder the sale of its securities[192]. - The company is classified as an "emerging growth company" and may take advantage of exemptions from certain reporting requirements, potentially making its securities less attractive to investors[208]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an initial business combination[213]. International Operations and Market Conditions - The company may seek business combination opportunities in sectors outside of its management's expertise, particularly focusing on IoT companies[106]. - If the company engages in business combinations with entities outside the United States, it will encounter additional risks, including higher operational costs and compliance challenges[163]. - The combined company's operations and revenue will be significantly influenced by economic, political, and legal conditions in the PRC[234]. - The PRC government has significant control over economic conditions, which could adversely affect the ability to operate profitably in the PRC[227]. - The PRC government may intervene in business operations, affecting the ability to conduct a business combination with a PRC-based target[239]. - The approval process for acquisitions in China is expected to be more time-consuming and costly, potentially hindering transaction completion[220]. - The PRC government has indicated an intent to exert more oversight over foreign investments, which could hinder business combinations and affect security values[237]. Financial Instruments and Securities - The company may issue shares in private placement transactions at a price of $10.00 per share, which could be significantly less than the market price at that time[61]. - The company may issue additional common or preferred stock to complete its initial business combination, which could dilute existing shareholders' interests[119]. - The company may convert up to $2,000,000 of loans into warrants at a price of $1.00 per warrant upon consummation of the initial business combination[78]. - The company’s securities could be quoted on an over-the-counter market if Nasdaq delists them, leading to reduced liquidity and market quotations[190]. - The company’s Class A common stock may be classified as a "penny stock" if delisted, resulting in stricter trading rules[191]. - The company may amend the terms of the Public Warrants with the approval of at least a majority of the outstanding Public Warrants, potentially increasing the exercise price or shortening the exercise period[203].

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 5,200,000 units at an offering price of $10.00 per unit[126]. - As of September 30, 2023, the Company had cash in the Trust Account amounting to $57,301,480, which is intended for the completion of its initial business combination[137]. Income and Expenses - 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[144]. - 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 earned in the Trust Account[145]. - The Company incurred $621,276 in formation and general administrative costs for the nine months ended September 30, 2023[145]. - The Company incurred $289,859 in income tax expense for the nine months ended September 30, 2023, primarily related to the dividend and interest income earned[145]. - 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[150]. Working Capital and Loans - As of September 30, 2023, the Company had a working capital deficit of $418,200, excluding franchise and income tax liabilities[133]. - The Company had $95,000 of outstanding Working Capital Loans from the Sponsor as of September 30, 2023[136]. - The Company had $95,000 borrowed under Working Capital Loans from the Sponsor, compared to $0 as of December 31, 2022[170]. - 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[170]. Business Combination Timeline - The Company has until March 22, 2024, to complete its initial business combination, with a potential extension of up to 18 months[132]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[134]. - The Company is obligated to pay the underwriter $1,897,350 in deferred underwriting commissions, contingent upon completing an initial business combination[149]. Sponsor and Shares - The Sponsor purchased an aggregate of 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, totaling $3,449,500[165]. - The Sponsor forfeited an aggregate of 373,750 Founder Shares, resulting in a total of 1,355,250 Founder Shares held by the Sponsor and directors[164]. Internal Controls and Accounting - The Company identified a material weakness in internal control over financial reporting related to the review and approval of cash disbursements[174]. - Management is dedicating significant effort and resources to remediate and improve internal control over financial reporting[175]. - Additional controls have been implemented for vendor verification and payment reviews by authorized individuals[175]. - The Company requires additional time to ensure the effectiveness of the newly implemented controls[176]. - No changes in internal control over financial reporting have materially affected or are likely to materially affect the internal control during the last fiscal quarter[177]. - The Company is evaluating the potential impact of adopting new accounting standards effective after December 15, 2023, which may affect its financial statements[159]. Other Financial Obligations - The Company recorded $0 and $2,820 for amounts owed to the Company by the Sponsor as of September 30, 2023, and December 31, 2022, respectively[167]. - The Company has a promissory note with the Sponsor for up to $440,000 to cover IPO-related expenses, which was repaid in full on March 24, 2023[169]. - The Class A common stock subject to possible redemption is classified as temporary equity and is accreted to the redemption value over time[156].

Financial Performance - For the three months ended June 30, 2023, the Company reported a net income of $453,111, primarily from $666,505 of dividend and interest income earned in the Trust Account[146]. - The Company incurred $253,135 in formation and general administrative costs for the three months ended June 30, 2023[146]. - The Company incurred $141,062 in income tax expense for the six months ended June 30, 2023, primarily related to dividend and interest income[146]. - The Company has generated no operating revenues to date and does not expect to until after completing a business combination[136]. IPO and Trust Account - 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[128]. - The Company placed $55,836,300 in a trust account, which will be used for its initial business combination[133]. - As of June 30, 2023, the Company had cash in the Trust Account of $56,564,625, which is intended for the initial business combination[139]. - The underwriter is entitled to $1,897,350 in deferred underwriting commissions, payable only if the Company completes an initial business combination[149]. Business Combination Timeline - The Company has until March 22, 2024, to complete its initial business combination, with a possible extension to August 22, 2024[134]. Working Capital and Loans - As of June 30, 2023, the Company had cash of $148,233 and a working capital deficit of $136,743[135]. - The Company has zero amounts borrowed under Working Capital Loans as of June 30, 2023[138]. - The Company has the option to convert up to $2,000,000 in Working Capital Loans into warrants at $1.00 per warrant upon consummation of a business combination[172]. - The Company has no borrowings under the Working Capital Loans as of June 30, 2023[173]. Administrative Support and Expenses - The Company has entered into an administrative support agreement, paying the Sponsor $10,000 per month for up to 12 months, totaling $30,000 in expenses for the three and six months ended June 30, 2023[150]. - The Company incurred $30,000 in administrative support expenses for the three and six months ended June 30, 2023, which are included in the balance sheet under Due to related party[174]. Shareholder and Sponsor Information - The Sponsor purchased 3,449,500 Private Placement Warrants at $1.00 each, totaling $3,449,500, with an additional $127,500 generated from the partial exercise of the underwriters' over-allotment option[167][168]. - The Sponsor forfeited 373,750 Founder Shares, resulting in a total of 1,355,250 Founder Shares held by the Sponsor and directors[166]. - As of June 30, 2023, the Company recorded $0 due from related parties, down from $2,820 as of December 31, 2022[169]. 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[177]. - Management is dedicating significant effort and resources to remediate and improve internal control over financial reporting[178]. - Additional controls have been implemented for vendor verification and payment reviews by authorized individuals[178]. - The Company requires additional time to ensure that the newly implemented controls will operate effectively[179]. - There have been no other changes in internal control over financial reporting that materially affect the internal controls during the most recently completed fiscal quarter[180]. - The Company is evaluating the impact of new accounting standards effective after December 15, 2023, which may affect its financial statements[161].

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 5,200,000 units at an offering price of $10.00 per unit[115]. - The company completed its Initial Public Offering (IPO) on March 22, 2023, raising gross proceeds of $54,210,000 from the sale of 5,421,000 units at $10.00 per unit, including 221,000 over-allotment units[171]. - After deducting offering costs of approximately $4.0 million, the net proceeds from the IPO amounted to $55,836,300, which is approximately $10.30 per unit sold[172]. - The company’s Sponsor purchased 3,576,900 Private Placement Warrants at a price of approximately $1.00 per warrant, generating total proceeds of $3,577,000[170]. - The Sponsor purchased 3,449,500 Private Placement Warrants at $1.00 each, totaling $3,449,500, to fund the trust account and IPO costs[153]. - There has been no material change in the planned use of proceeds from the IPO and private placement as described in the final prospectus[173]. Financial Position and Performance - As of March 31, 2023, the Company had cash in the Trust Account amounting to $55,898,120, which is intended to be used for completing its initial business combination[126]. - For the three months ended March 31, 2023, the Company reported a net loss of $42,784, primarily due to formation and administrative costs totaling $58,384[133]. - The Company has a working capital deficit of $85,672 as of March 31, 2023, excluding franchise and income tax liabilities[122]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[123]. - The Company incurred transaction costs of $4,019,087 related to the IPO, which included $2,710,500 in underwriting commissions[117]. - The Company incurred a net loss per share of common stock, with diluted loss per share being the same as basic loss per share due to unsatisfied contingencies[143]. Business Combination Timeline - The Company has until March 22, 2024, to complete its initial business combination, with a possible extension to August 22, 2024[121]. Liquidity and Financing - The Company has zero amounts borrowed under Working Capital Loans as of March 31, 2023, but may seek additional financing if necessary[125]. - The Company’s liquidity needs prior to the IPO were satisfied through $25,000 from the sale of Founder Shares and a loan of $395,500, which has since been repaid[125]. - The Company has the option to convert up to $2,000,000 in Working Capital Loans into warrants at $1.00 per warrant upon business combination[158]. - The Company has incurred and expects to incur expenses related to being a public company, including legal and compliance costs[123]. Internal Controls and Compliance - The Company experienced a material weakness in internal controls over financial reporting related to cash disbursements as of March 31, 2023[162]. - The Company has implemented additional controls for vendor verification and payment reviews to address the identified material weakness[164]. - The company has not reported any material changes in internal control over financial reporting during the most recently completed fiscal quarter[166]. Other Corporate Information - The Company entered into an administrative support agreement, paying $10,000 per month for up to 12 months for office and administrative services[136]. - The Company has a deferred underwriting commission of $1,897,350 payable to the underwriter upon completion of an initial business combination[135]. - As of March 31, 2023, the Company recorded $27,820 due from the Sponsor[155]. - The Company amended a promissory note to allow for borrowing up to $440,000, which was repaid in March 2023[157]. - The Sponsor initially held 2,156,250 Founder Shares, which were subsequently reduced to 1,495,000 shares after forfeitures[169]. - The company is classified as a "smaller reporting company" and is not required to provide certain risk factor disclosures[169]. - There are no legal proceedings currently pending against the company[168]. - The company has not reported any defaults upon senior securities[173]. - There are no mine safety disclosures applicable to the company[174].