Company Formation and IPO - The company was incorporated on March 1, 2021, in the Cayman Islands for the purpose of entering into a business combination, initially focusing on Asia but excluding entities headquartered in China[23]. - The company completed its IPO on October 18, 2022, issuing 6,600,000 units at $10.00 per unit, generating total gross proceeds of $66,000,000[26]. - A total of $67,320,000 from the IPO and private placement was placed in a U.S.-based trust account for the benefit of public shareholders[28]. - The company completed its IPO on October 18, 2022, raising gross proceeds of $66 million from the sale of 6,600,000 Units[118]. - A Private Placement of 394,000 Placement Units generated total proceeds of $3.94 million at a price of $10.00 per Unit[119]. Financial Performance and Projections - The company has had no revenue since inception and has incurred losses due to formation and operating costs, relying on securities sales and loans for funding[31]. - For the year ended December 31, 2023, the company reported a net income of $2,419,304, primarily from investment income on trust assets amounting to $3,432,374, offset by operating expenses of $1,013,070[116]. - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination[115]. - The company incurred increased expenses of $1,013,070 due to being a public company, including legal, financial reporting, and auditing compliance costs[115]. - The company expects primary liquidity requirements of $92,000 for legal and accounting expenses and $216,800 for working capital from December 31, 2023, until the business combination[125]. - The company incurred a cash decrease of $256,429 for the year ended December 31, 2023, with cash used in operating activities of $601,304 and cash provided by financing activities of $1,664,875[131]. - The company has less than 12 months to complete a business combination, or it must liquidate and redeem Public Shares[130]. - The company has no long-term debt obligations or capital lease obligations[132]. - The company is targeting larger businesses than it can acquire with the net proceeds from the IPO, potentially requiring additional financing[127]. Business Combination and Strategy - The company extended the deadline to complete an initial business combination to January 18, 2024, by depositing $660,000 into the trust account[34]. - The company has the option to extend the business combination period up to eight times, with specific deposit amounts required for each extension[35]. - The company intends to focus on acquiring private companies in Asia, with a total enterprise value between $200 million and $600 million[49]. - The company aims to provide target businesses with an alternative to traditional IPOs, which may be less expensive and offer greater certainty of execution[46]. - The merger agreement with Citius Oncology is expected to be completed in the first half of 2024, pending shareholder approval and regulatory conditions[59]. - Upon closing the merger, Citius Pharma will receive 67.5 million shares of the combined company, valued at $675 million based on an implied share price of $10.00[66]. - The company plans to structure its initial business combination to acquire 100% of the equity interests or assets of the target business[61]. - The company will redeem 100% of outstanding public shares at approximately $10.99 per share if it cannot complete the initial business combination within the specified time[60]. - The company aims to acquire businesses with strong management teams and significant revenue and earnings growth potential[54]. - The company will only pursue business combinations that will benefit from being publicly traded and can effectively utilize access to broader capital sources[63]. - The Holding Foreign Companies Accountable Act may impact the company's ability to complete certain business combinations due to regulatory oversight[70]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a strong track record in identifying acquisition opportunities[45]. - The management team includes experienced professionals from various sectors, enhancing the company's ability to identify attractive acquisition opportunities[48]. - The company has maintained its principal executive office in New York, NY, with a monthly cost of $10,000 for office space and related services[87]. - The company currently has 2 officers and does not intend to hire full-time employees before completing its initial business combination[89]. - The company does not intend to ensure that management maintains their positions post-initial business combination, although some may negotiate to stay[177]. - No cash compensation has been provided to officers or directors, but $10,000 per month will be paid for office space and administrative services[176]. - The board of directors is composed of five members, with each director serving a two-year term[173]. - The company has established an audit committee, which is required to be comprised solely of independent directors under Nasdaq rules[178]. - The independent directors will hold regularly scheduled meetings to ensure compliance with SEC and Nasdaq rules[175]. - The company has established an audit committee to oversee independent auditors and ensure compliance with regulations[185]. - The compensation committee is responsible for reviewing and approving the CEO's compensation and evaluating performance based on corporate goals[186]. - The company has not established specific minimum qualifications for director nominees but considers various factors such as educational background and professional experience[192]. - Directors and officers have fiduciary duties under Cayman Islands law, including acting in the best interests of the company and avoiding conflicts of interest[196]. - The company will indemnify its officers and directors to the maximum extent permitted by law, including for liabilities incurred in their capacities[207]. - The compensation committee may retain external advisers and will consider their independence before engagement[189]. - The board will consider director candidates recommended by shareholders during the nomination process for the annual meeting[191]. - The company intends to disclose any amendments to its Code of Ethics in a Current Report on Form 8-K[194]. Shareholder Information - The total number of Ordinary Shares issued and outstanding is 6,653,077[220]. - 10XYZ Holdings LP, Xiaofeng Yuan, and Taylor Zhang each own 2,044,000 Ordinary Shares, representing approximately 30.7% of the outstanding shares[221]. - All executive officers and directors as a group (5 individuals) collectively own 2,044,000 Ordinary Shares, which is 30.7% of the total[221]. - Hudson Bay Capital Management LP holds 500,000 Ordinary Shares, accounting for 7.5% of the outstanding shares[221]. - Wolverine Asset Management, LLC owns 566,713 Ordinary Shares, representing 8.5% of the total[221]. - Mizuho Financial Group, Inc. has 522,030 Ordinary Shares, which is 7.8% of the outstanding shares[221]. - The beneficial ownership interests consist of Founder Shares and Private Placement Shares[222]. Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified as of December 31, 2023, which may adversely affect the accuracy and timeliness of financial reporting[156]. - Disclosure controls and procedures were deemed ineffective due to material weaknesses related to accounting for accruals and complex financial instruments[151]. - Management is assessing resource needs and roles, particularly in accounting and financial reporting, to address identified weaknesses[152]. - The company has not made any changes in internal control over financial reporting during the fiscal quarter ended December 31, 2023, that materially affected its effectiveness[159]. - The audit committee consists of independent directors, with Cathy Jiang qualifying as an "audit committee financial expert" as defined by SEC rules[179]. - The company has applied for a tax exemption from the Cayman Islands government, which would exempt it from taxes on profits for a period of 20 years[86]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[82]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[102]. - The company has not identified any significant cybersecurity threats that could materially affect its business strategy or financial condition[93].

Financial Performance - As of September 30, 2023, the company reported a net income of $157,943 for the three months ended, primarily from investment income of $579,398, offset by operating expenses of $421,455 [102]. - For the nine months ended September 30, 2023, the company had a net income of $1,385,964, with investment income of $2,154,895 and operating expenses of $768,931 [103]. - The company experienced a cash decrease of $262,652 for the nine months ended September 30, 2023, due to cash used in operating and investing activities [117]. - As of September 30, 2023, the diluted net income per ordinary share is the same as the basic net income per ordinary share due to the absence of dilutive securities [128]. Business Operations - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination [100]. - There is substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by January 18, 2024 [116]. Cash and Funding - As of September 30, 2023, the company had cash of $26,523 available outside the trust account for operational expenses and due diligence activities [104]. - The company raised gross proceeds of $66,000,000 from its IPO, which included 6,600,000 Units sold [105]. - Following the IPO, $67,320,000 was placed in the trust account, which may be invested in U.S. government securities or money market funds until a business combination is completed [107]. - The company expects to incur significant costs related to legal, accounting, and due diligence expenses, estimating $92,000 for these activities and $216,800 for working capital needs [111]. - The company has a promissory note allowing it to borrow up to $300,000 from its Sponsor if additional capital is needed [111]. Risk Factors - The company did not have any market or interest rate risk as of September 30, 2023 [130]. - Derivative financial instruments are evaluated for classification as liabilities or equity at the end of each reporting period [129].

Financial Performance - As of June 30, 2023, the company reported a net income of $616,296 for the three months ended June 30, 2023, primarily from investment income of $815,850, offset by operating expenses of $199,554[99]. - For the six months ended June 30, 2023, the company had a net income of $1,228,021, with investment income of $1,575,497 and operating expenses of $347,476[99]. - As of June 30, 2023, the diluted net income per ordinary share is the same as the basic net income per ordinary share due to the absence of dilutive securities[125]. IPO and Trust Account - The company generated gross proceeds of $66,000,000 from its IPO of 6,600,000 Units on October 18, 2022[102]. - Following the IPO, $67,320,000 was placed in the trust account, with a per Unit value of $10.20[104]. Cash and Expenses - As of June 30, 2023, the company had cash of $370,095 available outside the trust account for operational expenses and due diligence[101]. - The company expects to incur approximately $92,000 for legal, accounting, and due diligence expenses, and $216,800 for working capital needs[108]. - The company anticipates increased expenses due to being a public company and conducting due diligence on potential business combinations[97]. Debt and Financing - The company has no long-term debt obligations or capital lease obligations[115]. - There is substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the financial statements[112]. - The company may need to seek additional financing to complete its initial business combination if the costs exceed current estimates[111]. Derivative Financial Instruments - The company did not have any derivative financial instruments classified as liabilities as of June 30, 2023, indicating no market or interest rate risk exposure[126][127]. - The classification of derivative instruments is evaluated at the end of each reporting period, impacting their treatment as liabilities or equity[126].

Financial Performance - As of March 31, 2023, the company reported a net income of $611,725, primarily from investment income of $759,647, offset by operating expenses of $147,922[92]. - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination[89]. - As of March 31, 2023, the diluted net income per ordinary share is the same as the basic net income per ordinary share due to the absence of dilutive securities[116]. IPO and Trust Account - The IPO generated gross proceeds of $66,000,000 from the sale of 6,600,000 Units, including an over-allotment option[94]. - Following the IPO, $67,320,000 was placed in the trust account, which may be invested in U.S. government securities or money market funds[96]. Expenses and Financial Obligations - The company expects to incur approximately $92,000 for legal, accounting, and due diligence expenses, along with $216,800 for working capital needs[100]. - As of March 31, 2023, the company had approximately $120,376 in cash available outside the trust account for operational expenses[93]. - The company has no long-term debt obligations or capital lease obligations[106]. - The company anticipates increased expenses due to being a public entity and conducting due diligence on potential business combinations[91]. Going Concern and Risks - There is substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the financial statements[103]. - Deferred offering costs were recorded as $0 as of March 31, 2023, compared to $186,377 in the previous year[113]. - The company did not have any derivative financial instruments classified as liabilities that would affect the financial statements as of March 31, 2023[117]. - There were no market or interest rate risks identified as of March 31, 2023[118].

Company Overview - The company was incorporated on March 1, 2021, in the Cayman Islands, focusing on mergers and acquisitions, primarily targeting businesses in Asia, excluding those headquartered in mainland China, Hong Kong, or Macau [18]. - The company completed its IPO on October 18, 2022, issuing 6,600,000 units at an offering price of $10.00 per unit, generating total gross proceeds of $66,000,000 [21]. - A total of $67,320,000 from the IPO and private placement was placed in a U.S.-based trust account for the benefit of public shareholders [24]. Financial Performance - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the sponsor to fund operations [26]. - For the year ended December 31, 2022, the company reported a net income of $380,811, primarily from investment income of $493,020, offset by operating expenses of $138,115 [93]. - As of December 31, 2022, the company had cash of $289,175 available outside the trust account for operational expenses and due diligence [94]. - The company has not generated any revenues to date and will not do so until the completion of its initial business combination [91]. - The company experienced a cash increase of $289,175 for the year ended December 31, 2022, with cash used in operating activities amounting to $47,968 and cash provided by financing activities totaling $67,657,143 [107]. - The company reported a significant working capital deficiency and incurred substantial losses, raising doubts about its ability to continue as a going concern [215]. - The financial statements indicate that the company needs to raise additional funds to meet its obligations and sustain operations [215]. Business Strategy - The company aims to acquire businesses with a total enterprise value between $200,000,000 and $600,000,000, focusing on those with compelling economics and clear paths to positive operating cash flow [40]. - The company intends to leverage its management team's experience to improve operational efficiency and scale revenue through organic growth and acquisitions [43]. - The company aims to acquire businesses with significant revenue and earnings growth potential, focusing on existing and new product development, increased production capacity, and synergistic acquisitions [47]. - The company seeks to acquire businesses that can generate strong, stable, and increasing free cash flow, particularly those with predictable revenue streams and low working capital requirements [47]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a focus on identifying attractive acquisition opportunities in the Asia-Pacific region [39]. - The Board of Directors consists of five members, with directors serving a two-year term [141]. - The audit committee is composed of independent directors, with Cathy Jiang qualifying as an "audit committee financial expert" as per SEC rules [149]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, which is available for public review [156]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation [154]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors [65]. - The company is required to comply with the standards of the Public Company Accounting Oversight Board (PCAOB) for its audits [217]. - The independent auditor expressed no opinion on the effectiveness of the company's internal control over financial reporting [217]. - The company has not yet adopted a formal policy for the review of related party transactions, which may present potential conflicts of interest [187]. Future Outlook - The company has until 9 months from the IPO closing to complete an initial business combination, with the possibility of extending this period up to 18 months through three additional 3-month extensions, requiring a deposit of $660,000 for each extension [47]. - If the initial business combination is not completed within the specified time, the company will redeem 100% of the outstanding Public Shares at an expected pro rata redemption price of approximately $10.20 per share [48]. - The company believes that the funds available after the IPO will sustain operations for at least one year, but the combination period is less than one year from the issuance date [106]. - The company may need to seek additional financing to complete its initial business combination, as it is targeting larger businesses than can be acquired with IPO proceeds [104]. Related Party Transactions - The company will pay an affiliate of its Sponsor a total of $10,000 per month for office space and administrative services until the initial business combination or liquidation [144]. - The company has agreed not to consummate a business combination with any entity affiliated with its Sponsor unless an independent valuation opinion is obtained [192]. - No finder's fees or cash payments will be made to the Sponsor or affiliates for services rendered prior to the completion of the initial business combination [192].

Company Formation and IPO - The company was incorporated in the Cayman Islands on March 1, 2021, for the purpose of effecting a merger or similar business combination[89]. - The Initial Public Offering (IPO) was consummated on October 18, 2022, generating gross proceeds of $66,000,000 from the sale of 6,600,000 units[93]. - A private placement of 394,000 units was completed simultaneously, generating total proceeds of $3,940,000[94]. - Following the IPO, $67,320,000 was placed in the Trust Account, which may be invested in U.S. government securities or money market funds[95]. Financial Position and Expenses - The company expects to incur increased expenses post-IPO due to public company compliance and due diligence on business combination candidates[90]. - Estimated primary liquidity requirements include $355,000 for legal and accounting expenses and $345,000 for working capital[99]. - The company does not have any long-term debt obligations or capital lease obligations[105]. - Deferred offering costs amounted to $256,745 as of September 30, 2022[113]. - The company did not incur any expenses for the three and nine month periods ended September 30, 2022[91]. Going Concern - There is substantial doubt about the company's ability to continue as a going concern within one year after the financial statements are issued[103].