Financial Performance - For the year ended December 31, 2024, the company reported a net loss of $817,025, with general and administrative expenses amounting to $993,775[135]. - Cash used in operating activities for the year ended December 31, 2024 was $1,081,935, primarily due to a net loss and various expenses[140]. - The company generated non-operating income of $582,231 from interest on marketable securities held in the trust account for the year ended December 31, 2024[135]. - As of December 31, 2024, the company had accrued but unpaid income tax liabilities totaling $943,000[149]. Business Combination - The company executed a Business Combination Agreement with Aiways Automobile Europe GmbH on November 22, 2024, focusing on electric vehicles[133]. - The company has until October 18, 2025, to consummate a Business Combination, with the possibility of extending this deadline under certain conditions[151]. Cash Flow - The company had cash held in the trust account of $1,122,381 as of December 31, 2024, intended for completing the Initial Business Combination[145]. - Cash provided by investing activities for the year ended December 31, 2024 was $25,492,597, primarily from cash withdrawn from the Trust Account[142]. - The company incurred cash used in financing activities of $24,353,604 for the year ended December 31, 2024, mainly for the redemption of Public Units[143]. Initial Public Offering - The company completed its Initial Public Offering on October 18, 2022, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 Units[138]. Accounting Estimates - The company relies on significant accounting estimates, including the valuation allowance for deferred tax assets and fair value assessments of convertible promissory notes[157]. - Management's estimates and assumptions could lead to actual results that materially differ from reported amounts of assets and liabilities[156].

Financial Performance - For the nine months ended September 30, 2024, the company reported a net loss of $853,947, compared to a net loss of $9,767 for the same period in 2023[111][112]. - Interest earned on marketable securities held in the trust account for the nine months ended September 30, 2024, was $569,338, down from $1,940,473 in the same period of 2023[111][112]. - Cash used in operating activities for the nine months ended September 30, 2024, was $961,938, compared to $610,200 for the same period in 2023[119][120]. - The company incurred cash used in financing activities of $24,163,604 for the nine months ended September 30, 2024, compared to $45,887,982 for the same period in 2023[122][123]. Cash and Assets - As of September 30, 2024, the company had cash held in the trust account of $1,109,108, with an additional $378,755 held outside the trust account[124][125]. - The company withdrew $595,577 from the trust account to pay liabilities related to income and Delaware franchise taxes since its IPO on October 14, 2022[128]. - As of September 30, 2024, the Company recorded deferred underwriting commissions of $2,723,060, payable only upon completion of the Initial Business Combination[141]. - The Company has no long-term debt or capital lease obligations[140]. Nasdaq Listing and Compliance - On July 23, 2024, the company received a notice from Nasdaq regarding potential delisting due to not meeting the minimum market value requirement of $50,000,000[130]. - The company has appealed Nasdaq's determination regarding delisting and is awaiting the outcome[132]. - The Company applied to transfer from Nasdaq Global Market to Nasdaq Capital Market on July 23, 2024, and received a notification on August 12, 2024, that it has cured its filing discrepancies under Listing Rule 5250(c)(1)[133]. - Nasdaq granted the Company's request for continued listing on September 27, 2024, subject to providing updates on its merger with Aiways and share transfers by October 4, 2024[134]. - The Company must complete the transfer of the remainder of the Founder Shares and Private Placement Shares by November 22, 2024[135]. - The proposed Business Combination must be completed by January 20, 2025, to comply with Nasdaq's listing requirements[136]. - The Company has until October 18, 2025, to consummate a Business Combination, with potential extensions available under specific conditions[138]. Operational Status - The company has not generated any operating revenues to date and does not expect to do so until after completing its Initial Business Combination[110]. - The Company incurs a monthly fee of $20,000 for office space and administrative support, which began on October 18, 2022[140]. - The company continues to incur tax liabilities and intends to cover these from its operating account and potential loans from its sponsor[129][126]. - There are no off-balance sheet arrangements as of September 30, 2024[139]. - The Company has not encountered any cybersecurity challenges that have materially impaired its operations or financial standing[146].

Financial Performance - For the six months ended June 30, 2024, the company reported a net loss of $108,631, with interest income from marketable securities amounting to $549,620[122]. - For the six months ended June 30, 2023, the company reported net income of $433,379, primarily from interest earned on marketable securities of $1,547,115[123]. - The company incurred general and administrative expenses of $469,509 for the six months ended June 30, 2024[122]. Cash and Trust Account - As of June 30, 2024, the company had cash held in the trust account of $1,190,740, which is intended to be used for completing the Initial Business Combination[131]. - The company intends to use funds held outside the trust account, totaling $135,131, primarily for identifying and evaluating target businesses[132]. Initial Public Offering and Commissions - The company generated gross proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at a price of $10.00 per Unit on October 18, 2022[127]. - As of June 30, 2024, the company had recorded deferred underwriting commissions of $2,723,060, payable only upon completion of the Initial Business Combination[138]. Business Combination Plans - The company has until October 18, 2025, to consummate a Business Combination, with potential extensions available under certain conditions[135]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of success in completing an Initial Business Combination[120]. Debt and Obligations - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $20,000 to the sponsor for administrative support[137].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $82,504, with interest income from marketable securities amounting to $340,660[116] - For the three months ended March 31, 2023, the company had net income of $290,779, with interest earned on marketable securities of $746,698[117] - The company had net cash used in operating activities of $272,052 for the three months ended March 31, 2024[121] Cash and Investments - As of March 31, 2024, the company had cash held in the trust account of $26,235,157, which is intended for completing the Initial Business Combination[123] - The company intends to use funds held outside the trust account primarily for identifying and evaluating target businesses and performing due diligence[124] Initial Public Offering - The company generated gross proceeds of $60,000,000 from its Initial Public Offering of 6,000,000 Units at $10.00 per Unit on October 18, 2022[119] Expenses and Liabilities - The company incurred general and administrative expenses of $282,344 for the three months ended March 31, 2024[116] - As of March 31, 2024, the company had recorded deferred underwriting commissions of $2,723,060, payable only upon completion of the Initial Business Combination[131] - The company does not have any long-term debt or capital lease obligations as of March 31, 2024[130] Business Combination Timeline - The company has until October 18, 2025, to consummate a Business Combination, with the possibility of extending this date under certain conditions[128]

Financial Performance - For the year ended December 31, 2023, the company reported a net income of $121,221, which included interest earned on marketable securities of $2,276,593, offset by general and administrative expenses of $1,309,549, franchise tax expense of $200,000, and provision for income taxes of $646,000[173]. - The company incurred net cash used in operating activities of $828,540 for the year ended December 31, 2023, which was comprised of net income and non-cash interest earned on marketable securities[178]. - The company had a net loss of $34,487 for the year ended December 31, 2022, with interest earned on marketable securities of $508,162[174]. Cash and Assets - The company had cash held in the trust account of $26,036,953 as of December 31, 2023, intended for completing the Initial Business Combination[180]. - The company had $11,700 of cash held outside the trust account as of December 31, 2023, primarily for identifying and evaluating target businesses[181]. - As of December 31, 2023, the company had recorded deferred underwriting commissions of $2,723,060, payable only upon completion of the Initial Business Combination[188]. - The company does not have any long-term debt or off-balance sheet arrangements as of December 31, 2023[186]. Business Combination Plans - The company completed its Initial Public Offering on October 18, 2022, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 Units[175]. - The company expects to incur significant costs in pursuing acquisition plans and cannot assure the success of completing an Initial Business Combination[171]. - The company has until October 18, 2025, to consummate a Business Combination, with the possibility of extending this date under certain conditions[185].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $443,146, compared to a net loss of $13,478 for the same period in 2022, indicating a significant increase in losses [116]. - For the nine months ended September 30, 2023, the company had a net loss of $9,767, which was an increase from a net loss of $59,695 for the same period in 2022 [117]. - The company incurred general and administrative expenses of $678,504 for the three months ended September 30, 2023, which was a significant increase compared to $6,978 for the same period in 2022 [116]. - Net cash used in operating activities for the nine months ended September 30, 2023, was $610,200, compared to $180,571 for the same period in 2022 [122]. Cash and Assets - As of September 30, 2023, the company had cash held in the trust account amounting to $25,540,833, which is intended for completing the Initial Business Combination [124]. - The company generated non-operating income of $393,358 from interest earned on marketable securities held in the trust account for the three months ended September 30, 2023 [116]. - As of September 30, 2023, the company recorded deferred underwriting commissions of $2,723,060, payable only upon completion of the Initial Business Combination [131]. - The company does not have any long-term debt or off-balance sheet arrangements as of September 30, 2023 [129][130]. Business Combination Timeline - The company has until April 18, 2024, to consummate a Business Combination, with the possibility of extending this date by depositing $80,000 into the Trust Account each month [128]. Initial Public Offering - The company completed its Initial Public Offering on October 18, 2022, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 Units [119].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $142,600, with interest earned on marketable securities of $800,417, offset by general and administrative expenses of $346,817, franchise tax expense of $50,000, and provision for income taxes of $261,000 [106]. - For the six months ended June 30, 2023, the company had a net income of $433,379, consisting of interest earned on marketable securities of $1,547,115, offset by general and administrative expenses of $558,736, franchise tax expense of $100,000, and provision for income taxes of $455,000 [107]. Cash and Assets - As of June 30, 2023, the company had cash held in the trust account amounting to $71,535,072, which is intended to be used for completing the Initial Business Combination [113]. - The company had $3,251 of cash held outside the trust account as of June 30, 2023, intended for identifying and evaluating target businesses [115]. Operating Activities - The company incurred net cash used in operating activities of $135,666 for the six months ended June 30, 2023, with changes in operating assets and liabilities providing $978,070 of cash from operating activities [111]. Initial Public Offering - The company completed its Initial Public Offering on October 18, 2022, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit [109]. Business Combination Timeline - The company has until April 18, 2024, to consummate a Business Combination, with the possibility of extending this date by depositing $80,000 into the Trust Account each month [118]. - As of June 30, 2023, the company recorded deferred underwriting commissions of $2,723,060, payable only upon completion of the Initial Business Combination [121]. Debt and Obligations - The company does not have any long-term debt or capital lease obligations, only incurring a monthly fee of $20,000 to the sponsor for administrative support [120]. Accounting Estimates - The company has not identified any critical accounting estimates that could materially differ from actual results [123].

Financial Performance - For the year ended December 31, 2022, the company reported a net loss of $34,487, which included interest income of $508,162 and general and administrative expenses of $358,821 [169]. - The company incurred net cash used in operating activities of $590,801 for the year ended December 31, 2022 [173]. Cash Position - The company had cash held in the trust account amounting to $69,987,957 as of December 31, 2022, intended for completing the Initial Business Combination [175]. - As of December 31, 2022, the company had $138,917 of cash held outside the trust account, primarily for identifying and evaluating target businesses [176]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2022 [181]. Initial Public Offering - The Initial Public Offering on October 18, 2022, raised total gross proceeds of $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit [171]. - Deferred underwriting commissions and representative shares recorded as of December 31, 2022, amounted to $2,723,060, payable only upon completion of the Initial Business Combination [183]. Business Combination Plans - The company has until April 18, 2024, to consummate a Business Combination, with the possibility of extending this date by depositing $80,000 each month [179]. - The company expects to continue incurring significant costs in pursuit of acquisition plans, with no assurance of successful completion of the Initial Business Combination [167]. - The company anticipates that it may need additional financing to complete the Initial Business Combination or to meet obligations if cash on hand is insufficient [178].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $290,779, consisting of interest earned on marketable securities of $746,698, offset by general and administrative expenses of $211,919, franchise tax expense of $50,000, and provision for income taxes of $194,000 [106]. - The company experienced a net loss of $17,458 for the three months ended March 31, 2022, primarily due to general and administrative expenses [106]. Cash and Trust Account - As of March 31, 2023, the company had cash held in the trust account amounting to $70,734,655, which is intended to be used for completing the Initial Business Combination [111]. - The company had $36,085 of cash held outside the trust account as of March 31, 2023, which is intended for identifying and evaluating target businesses [112]. Initial Public Offering - The company completed its Initial Public Offering on October 18, 2022, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 Units at a price of $10.00 per Unit [108]. Operating Activities - The company incurred net cash used in operating activities of $102,832 for the three months ended March 31, 2023, with changes in operating assets and liabilities providing $353,087 of cash from operating activities [110]. Business Combination Timeline - The company has until April 18, 2024, to consummate a Business Combination, with the possibility of extending this date by depositing $80,000 into the Trust Account each month [115]. Deferred Commissions - As of March 31, 2023, the company recorded deferred underwriting commissions of $2,723,060, payable only upon completion of the Initial Business Combination [118]. Financing Needs - The company may need to obtain additional financing to complete its Initial Business Combination or to meet obligations if cash on hand is insufficient [114]. Internal Control Issues - The company has identified material weaknesses in its internal control over financial reporting, which were not fully remediated as of March 31, 2023 [122].

Financial Position - As of September 30, 2022, total assets increased to $679,506, up from $447,589 as of December 31, 2021, representing a 51.7% increase[10] - Current liabilities rose significantly to $734,959 from $443,347, marking a 66.5% increase[10] - The total accumulated deficit reached $80,453 as of September 30, 2022, compared to $20,758 at the end of 2021, reflecting a 287.5% increase[10] - Cash at the end of the period was $87,782, down from $168,353 at the beginning of the period, a decrease of 47.9%[20] - As of September 30, 2022, the company had cash of $0.1 million and a working capital deficit of $0.6 million[60] - The Company reported net losses of $13,478 and $59,695 for the three and nine months ended September 30, 2022, respectively, primarily due to legal and professional fees[101] - As of September 30, 2022, the Company had $87,782 in its operating bank account and a working capital deficit of $605,682[102] Operating Activities - The company reported net cash used in operating activities of $180,571 for the nine months ended September 30, 2022, compared to $131,166 for the same period in 2021, an increase of 37.6%[20] - The company has not commenced core operations and will not generate operating revenues until after completing an Initial Business Combination[26] - The Company has no long-term debt or capital lease obligations as of September 30, 2022, but has a monthly fee agreement of $20,000 with the Sponsor for administrative support[105] Proposed Public Offering - The proposed public offering aims to raise $60,000,000, with gross proceeds of $8,453,000 received as of October 21, 2022[29] - The company intends to offer 6,000,000 units at a price of $10.00 per unit, aiming for total gross proceeds of $60,000,000, or $69,000,000 if the over-allotment option is fully exercised[63] - The Company completed its Initial Public Offering (IPO) on October 18, 2022, selling 6,000,000 units at $10.00 per unit, resulting in total gross proceeds of $60,000,000[89] - The Overallotment Offering closed on October 21, 2022, selling 845,300 units at $10.00 per unit, generating gross proceeds of $8,453,000[92] - The underwriting discount for the proposed public offering is set at 5.5% of the gross proceeds, amounting to $3,300,000, or $3,795,000 if the over-allotment option is exercised in full[76][83] - The Proposed Public Offering will incur deferred underwriting discounts and commissions of 5.5% of total gross proceeds, amounting to $3,300,000, or $3,795,000 if the underwriters' over-allotment option is fully exercised[34] Funding and Financial Support - The company has borrowed $500,000 and $300,000 under a Promissory Note as of September 30, 2022, and December 31, 2021, respectively, with a total loan amount of up to $1,000,000 available[33] - The company has received gross proceeds of $8,453,000 from the proposed public offering, with $8,283,940 received on October 21, 2022[63] - The Sponsor partially consummated a Private Placement by purchasing 238,500 units for gross proceeds of approximately $2,385,000, instead of the full 340,000 units[90] - The Company received an additional remittance of $515,000 from the Sponsor for the Private Placement Units on November 30, 2022[91] Tax and Regulatory Considerations - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by publicly traded U.S. corporations, which will apply to any redemptions by the company after December 31, 2022[36] - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases starting in 2023, which may impact the company's ability to complete initial business combinations[124] - The SEC has proposed rules that may increase costs and time needed for initial business combinations, potentially affecting the company's operations[118] Management and Operational Risks - Management is evaluating the impact of the COVID-19 pandemic and the Russia-Ukraine war on the company's financial position and outlook, with potential negative effects being reasonably possible[41] - Management has raised necessary funding to date but expresses substantial doubt about the company's ability to continue as a going concern[61] - The company is currently evaluating the impact of adopting new accounting standards, including ASU 2022-03, which clarifies fair value measurement for equity securities[57] - The company is currently not aware of any legal proceedings that would materially affect its business or financial condition[117] Internal Controls and Reporting - The company conducted an evaluation of its disclosure controls and procedures, concluding they were effective as of September 30, 2022[114] - There were no changes in internal control over financial reporting during Q3 2022 that materially affected the company's internal controls[115] - The company has determined that it does not have any uncertain tax positions[87] - The company has no deferred tax assets as of September 30, 2022, and December 31, 2021[85] Business Combination Considerations - If no business combination is completed within 9 months from the closing of the Proposed Public Offering, the proceeds in the trust account will be used to fund the redemption of public shares, with $100,000 reserved for dissolution expenses[38] - If no business combination is completed within 9 months from the IPO closing, the proceeds in the trust account will be used to fund the redemption of public shares[99] - The company may need to liquidate securities in the Trust Account to mitigate the risk of being deemed an investment company, which could reduce funds available for stockholders[122] - The company has broad discretion regarding the application of net proceeds from the IPO, primarily intended for consummating a business combination[103]