UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

~~(Mark One)~~ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-41518

Qomolangma Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		86-3733656
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1178 Broadway, 3^rd Floor

New York, NY 10010

(Address of principal executive offices)

(646) 791-7587

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units	QOMOU	The Nasdaq Stock Market LLC
Common Stock	QOMO	The Nasdaq Stock Market LLC
Warrants	QOMOW	The Nasdaq Stock Market LLC
Rights	QOMOR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~July 1325, ~~2023~~2024, there were 32,~~575~~500,~~635~~480 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding.

QOMOLANGMA ACQUISITION CORP.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 TABLE OF CONTENTS

			Page
Part I – Financial Information			1
	Item 1.	Financial Statements.	1
		Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31,2022 (Audited)	1
		Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 (Audited)	1
		Unaudited Condensed Statements of Operations for the Three and Nine Months ended September 30, 2023 and 2022	2
		Unaudited Condensed Statements of Operations for the three months ended March 31, 2024 and 2023	2
		Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months ended September 30, 2023 and 2022	3
		Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2024 and 2023	3
		Unaudited Condensed Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022	4
		Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023	4
		Notes to Unaudited Condensed Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2326
	Item 4.	Controls and Procedures	2326
Part II – Other Information			2427
	Item 1.	Legal Proceedings	2427
	Item 1A.	Risk Factors	2427
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2427
	Item 3.	Defaults Upon Senior Securities	2427
	Item 4.	Mine Safety Disclosures	2427
	Item 5.	Other Information	2428
	Item 6.	Exhibits	2528
Signatures			2630

Part I – Financial Information

Item 1. Financial Statements.

QOMOLANGMA ACQUISITION CORP. CONDENSED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	March 31, 2024 (Unaudited)			December 31, 2023 (Audited)
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	466,~~617~~309		$	~~196~~9,~~510~~222
Prepaid expenses		~~122~~34,~~900~~891			~~235~~69,~~476~~781
Total Current Assets		~~169~~41,~~517~~200			~~431~~79,~~986~~003
Investments held in Trust Account		339,~~720~~440,~~333~~722			539,~~958~~299,~~681~~336
Total Assets	$	339,~~889~~481,~~850~~922		$	549,~~390~~378,~~667~~339
Liabilities, Temporary Equity, and Stockholders’ Equity
Liabilities, Temporary Equity, and Stockholders’ Deficit
Current Liabilities
Accrued expenses	$	719,385		$	96,212
Accounts payable and accrued expenses	$	841,491		$	829,931
Accrued expenses – related party		~~118~~178,387			28148,387
Franchise tax payable		30,700			45,428
Due to related party		100,494			65,726
Income tax payable		394,514			46,115
Franchise tax payable		30,500			24,400
Excise tax liability		352,241			—
Income tax payable		465,475			434,300
Redeemed common stock payable to public stockholders		13,082,703			—
Excise tax liability		469,218			469,218
Promissory note - related party		~~792~~937,252			~~155~~937,~~025~~252
Total Current Liabilities		153,~~490~~022,~~182~~817			~~371~~2,~~167~~909,214
Deferred tax liability		308,~~178~~719			3615,~~164~~684
Deferred underwriting fee payable		2,109,200			2,109,200
Total Liabilities		175,~~629~~140,~~560~~736			25,~~516~~034,~~531~~098
Commitments and Contingencies
Common stock subject to possible redemption, $0.0001 par value; 16,000,000 shares authorized; 1,913,012 shares and 5,273,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively, at redemption value of $10.57 and $10.22 at September 30, 2023 and December 31, 2022, respectively		20,181,740			46,828,833
Common stock subject to possible redemption, $0.0001 par value; 16,000,000 shares authorized; 837,857 shares issued and outstanding at redemption value of $10.67 and $10.54 at March 31, 2024 and December 31, 2023, respectively		8,938,530			8,827,454
Stockholders’ Equity (Deficit)
Stockholders’ Deficit
Common stock, $0.0001 par value; 16,000,000 shares authorized; 1,662,623 shares issued and outstanding (excluding 1,913,012 shares 5,273,000 shares subject to possible redemption at September 30, 2023 and December 31, 2022, respectively)		166			166
Common stock, $0.0001 par value; 16,000,000 shares authorized; 1,662,623 shares issued and outstanding (excluding 837,857 shares subject to possible redemption)		166			166
Additional paid-in capital		—			4,914,221
Accumulated deficit		(4,597,510	)		(4,483,379	)
(Accumulated deficit) Retained earnings		(3,921,616	)		130,916
Total Stockholders’ Deficit		(4,597,344	)		(4,483,213	)
Total Stockholders’ Equity (Deficit)		(3,921,450	)		5,045,303
Total Liabilities, Temporary Equity, and Stockholders’ Deficit	$	9,481,922		$	9,378,339
Total Liabilities, Temporary Equity, and Stockholders’ Equity	$	33,889,850		$	54,390,667

The accompanying notes are an integral part of these unaudited condensed financial statements.

QOMOLANGMA ACQUISITION CORP. UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2023			2022			2023			2022
	2024			2023
General and administrative expenses	$	~~344~~94,~~212~~131		$	~~122~~666,320		$	~~1,325,643~~		$	~~7,271~~
Franchise tax expenses		6,~~900~~100			(512,~~136~~700	)		~~30,700~~			—
Income (loss) from operations		(351,112	)		5,014			(1,356,343	)		(7,271	)
Loss from operations		(100,231	)		(679,020	)
Interest earned on investments held in Trust Account		~~439~~121,~~145~~386			—572,382			~~1,661,237~~			—
Income (loss) before income taxes		8821,~~033~~155			5(106,~~014~~638	)		~~304,894~~			~~(7,271~~	)
Income taxes provision		(90,772	)		—			(342,413	)		—
Income tax provision		(24,210	)		(117,533	)
Net income (loss)	$	(2,739	)	$	5,014		$	(37,519	)	$	(7,271	)
Net loss	$	(3,055	)	$	(224,171	)
Basic and diluted weighted average shares outstanding, redeemable common stock		2837,~~904,816~~857			—5,273,000			~~4,448,538~~			—
Basic and diluted net income per share, redeemable common stock	$	0.0509		$	—0.14		$	~~0.52~~		$	—
Basic and diluted weighted average shares outstanding, non-redeemable common stock		1,662,623			1,~~250~~662,~~000~~623	~~(1)~~		~~1,662,623~~			~~1,250,000~~	~~(1)~~
Basic and diluted net income (loss) per share, non-redeemable common stock	$	(0.09	)	$	0.00		$	(1.41	)	$	(0.01	)
Basic and diluted net loss per share, non-redeemable common stock	$	(0.05	)	$	(0.58	)

~~(1)~~The ~~Excludes~~accompanying upnotes toare ~~187,500~~an ~~shares~~integral ~~of common stock subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in~~ part ~~(see Note 5). On October 4, 2022, the underwriters partially exercised the over-allotment option resulting in forfeiture~~ of these ~~119,250~~unaudited ~~shares~~condensed offinancial ~~common stock~~statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~2

2QOMOLANGMA ACQUISITION CORP.

~~QOMOLANGMA ACQUISITION CORP.~~ UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2023~~2024

	Common stock				~~Additional Paid-in~~Accumulated			~~Retained~~Total ~~Earnings (Accumulated~~Stockholders’			~~Total Stockholders’~~
	Shares		Amount		~~Capital~~Deficit			Deficit)			~~Equity (Deficit)~~
Balance as of January 1, 2023		1,662,623	$	166	$	4,914,221		$	130,916		$	5,045,303
Balance as of January 1, 2024		1,662,623	$	166	$	(4,483,379	)	$	(4,483,213	)
Accretion of common stock to redemption value		—		—		(3,802,141	)		—			(3,802,141	)
Accretion of redeemable common stock to redemption value		—		—		(111,076	)		(111,076	)
Net loss		—		—		—(3,055	)		(~~224~~3,~~171~~055	)		~~(224,171~~	)
Balance as of March 31, 2023		1,662,623	$	166	$	1,112,080		$	(93,255	)	$	1,018,991
Balance as of March 31, 2024		1,662,623	$	166	$	(4,597,510	)	$	(4,597,344	)
Accretion of common stock to redemption value		—		—		(1,112,080	)		(3,274,072	)		(4,386,152	)
Excise tax liability		—		—		—			(221,414	)		(221,414	)
Net income		—		—		—			189,391			189,391
Balance as of June 30, 2023		1,662,623	$	166	$	—		$	(3,399,350	)	$	(3,399,184	)
Accretion of common stock to redemption value		—		—		—			(388,700	)		(388,700	)
Excise tax liability		—		—		—			(130,827	)		(130,827	)
Net loss		—		—		—			(2,739	)		(2,739	)
Balance as of September 30, 2023		1,662,623	$	166	$	—		$	(3,921,616	)	$	(3,921,450	)

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023

	Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Common stock				Additional Paid-in			Retained Earnings (Accumulated			Total Stockholders’
	Shares (1)		Amount		Capital			Deficit			Equity
	Shares		Amount		Capital			Deficit)			Equity
Balance as of January 1, 2022		1,437,500	$	144	$	24,856		$	(3,935	)	$	21,065
Balance as of January 1, 2023		1,662,623	$	166	$	4,914,221		$	130,916		$	5,045,303
Net loss		—		—		—			(7,318	)		(7,318	)
Accretion of redeemable common stock to redemption value		—		—		(3,802,141	)		—			(3,802,141	)
Balance as of March 31, 2022		1,437,500	$	144	$	24,856		$	(11,253	)	$	13,747
Net loss		—		—		—			(224,171	)		(224,171	)
Net loss		—		—		—			(4,967	)		(4,967	)
Balance as of March 31, 2023		1,662,623	$	166	$	1,112,080		$	(93,255	)	$	1,018,991
Balance as of June 30, 2022		1,437,500	$	144	$	24,856		$	(16,220	)	$	8,780
Net loss		—		—		—			5,014			5,014
Balance as of September 30, 2022		1,437,500	$	144	$	24,856		$	(11,206	)	$	13,794

~~(1)~~The ~~Includes~~accompanying upnotes toare ~~187,500~~an ~~shares~~integral ~~of common stock subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in~~ part ~~(see Note 5). On October 4, 2022, the underwriters partially exercised the over-allotment option resulting in forfeiture~~ of ~~119,250~~these ~~shares~~unaudited ofcondensed financial ~~common stock~~statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~3

3QOMOLANGMA ACQUISITION CORP. UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

QOMOLANGMA ACQUISITION CORP. UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(3,055	)	$	(224,171	)
Adjustments to reconcile net cash used in operating activities:
Interest earned on investments held in Trust Account		(121,386	)		(572,382	)
Deferred income tax		(6,965	)		7,232
Changes in current assets and current liabilities:
Prepaid expenses		34,890			2,180
Accounts payable and accrued expenses		26,328			435,406
Accrued expenses – related party		30,000			—
Franchise tax payable		6,100			(32,728	)
Income tax payable		31,175			110,301
Net cash used in operating activities		(2,913	)		(274,162	)

Cash Flows from Investing Activities:
Cash withdrawal from Trust Account to pay franchise tax		—			45,429
Net cash provided by investing activities		—			45,429

Cash Flows from Financing Activities:
Proceeds from issuance of promissory note to related party		—			200,000
Net cash provided by financing activities		—			200,000

Net change in cash		(2,913	)		(28,733	)
Cash, beginning of the period		9,222			196,510
Cash, end of the period	$	6,309		$	167,777

Supplemental Disclosure of Non-cash Investing and Financing Activities
Extension fees paid by the Sponsor through Due to related party	$	20,000		$	—
Accrued expenses paid by the Sponsor through Due to related party	$	14,768		$	—
Accretion of Common stock to redemption value	$	111,076		$	3,802,141

	Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(37,519	)	$	(7,271	)
Adjustments to reconcile net cash used in operating activities:
Interest earned on investments held in Trust Account		(1,661,237	)		—
Deferred income tax		(5,986	)		—
Changes in current assets and current liabilities:
Prepaid expenses		112,576			—
Accrued expenses		623,173			—
Accrued expenses – related party		90,000			—
Franchise tax payable		(14,728	)		—
Income tax payable		348,399			—
Net cash used in operating activities		(545,322	)		(7,271	)
Cash Flows from Investing Activities:
Cash withdrawal from Trust Account to pay franchise tax		45,429			—
Cash withdrawal from Trust Account to pay public stockholder redemptions		22,141,383			—
Net cash provided by investing activities		22,186,812			—
Cash Flows from Financing Activities:
Repayment to related party advances		—			(1,500	)
Proceeds from issuance of promissory note to related party		350,000			—
Payment of public stockholder redemptions		(22,141,383	)		—
Payment of deferred offering costs		—			(90,530	)
Net cash used in financing activities		(21,791,383	)		(92,030	)
Net change in cash		(149,893	)		(99,301	)
Cash, beginning of the period		196,510			154,565
Cash, end of the period	$	46,617		$	55,264
Supplemental Disclosure of Non-cash Investing and Financing Activities
Deferred offering costs in accrued offering costs	$	—		$	65,000
Excise tax liability accrued for common stock redemption	$	352,241		$	—
Accretion of Common stock to redemption value	$	8,576,993		$	—
Redeemed common stock payable to public stockholders	$	13,082,703		$	—
Extension fee deposited into Trust Account by the Sponsor through issuance of Promissory Note	$	287,227		$	—

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~4

4QOMOLANGMA ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~QOMOLANGMA ACQUISITION~~Note 1 ~~CORP. NOTES~~— TODescription ~~UNAUDITED~~of ~~CONDENSED~~Organization ~~FINANCIAL~~and ~~STATEMENTS~~Business Operations

~~Note 1~~Qomolangma Acquisition Corp. (the “Company”) —is ~~Description~~a blank check company incorporated as a Delaware corporation on May 6, 2021. The Company was formed for the purpose of ~~Organization~~effecting a ~~and~~merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business ~~Operations~~Combination”). The Company intends to pursue target businesses that are strategically significant in the Asian markets and focus on businesses with a total enterprise value of between $300,000,000 and $500,000,000.

~~Qomolangma Acquisition~~As ~~Corp.~~of (March 31, 2024, the “Company”) ishad anot ~~newly~~commenced any ~~organized~~operations. ~~blank~~All ~~check~~activities ~~company~~through ~~incorporated~~March as31, a2024 ~~Delaware~~are ~~corporation~~related onto ~~May 6, 2021.~~the ~~The~~ Company’s ~~was~~formation ~~formed~~and ~~for~~ the ~~purpose~~proposed ofinitial ~~effecting~~public aoffering (“IPO” ~~merger,~~as ~~share~~defined ~~exchange~~below) and, ~~asset~~subsequent ~~acquisition,~~to ~~share~~the ~~purchase~~IPO, ~~reorganization~~identifying a target company for a Business Combination. The Company orwill ~~similar~~not ~~business~~generate ~~combination~~any ~~with~~operating ~~one~~revenues oruntil ~~more~~after ~~businesses~~the orcompletion ~~entities~~of (“a Business Combination”), at the earliest. The Company ~~intends to~~generates ~~pursue~~non-operating ~~target~~income ~~businesses~~in ~~that~~the ~~are~~form ~~strategically~~of ~~significant~~interest inincome from the ~~Asian~~proceeds ~~markets~~derived ~~and~~from ~~focus~~the onIPO. ~~businesses~~The ~~with~~Company ahas ~~total~~selected ~~enterprise value~~December 31 ofas ~~between~~its ~~$300,000,000~~fiscal ~~and~~year ~~$500,000,000~~end.

~~As of~~The ~~September 30, 2023, the~~ Company ~~had not commenced any operations. All activities through September 30, 2023 are related to the Company~~’s ~~formation~~ ~~and~~sponsor ~~the~~is ~~proposed~~Qomolangma ~~initial~~Investments LLC ~~public offering~~ (the “~~IPO~~Sponsor” ~~as defined below~~) ~~and~~, ~~subsequent to the IPO, identifying~~ a ~~target company~~Delaware ~~for~~limited aliability ~~Business Combination~~company. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s IPO ~~sponsor~~became iseffective ~~Qomolangma~~on ~~Investments~~September ~~LLC~~29, 2022. On October 4, 2022, the Company consummated the IPO of 5,000,000 units at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $50,000,000. Simultaneously with the closing of the IPO, the Company sold to the Sponsor, in a private placement, 260,500 units, at $10.00 per unit (the “Private Units”), agenerating total ~~Delaware~~gross ~~limited~~proceeds ~~liability~~of ~~company~~$2,605,000.

~~The registration~~Transaction ~~statement~~costs ~~for~~from the ~~Company’s~~ IPO ~~became~~amounted ~~effective~~to ~~on September 29, 2022. On October~~ $4, ~~2022~~222, ~~the Company consummated~~030, ~~the~~consisting ~~IPO~~ of 5$875,000~~,000~~ ~~units at an offering price~~ of ~~$10.00~~underwriting ~~per unit (the “Public Units’)~~fees, ~~generating gross proceeds of~~ $502,000,000~~. Simultaneously~~ ~~with the closing~~ of ~~the~~deferred ~~IPO,~~underwriting ~~the~~fees ~~Company~~(payable ~~sold~~only toupon ~~the~~completion ~~Sponsor,~~of in a ~~private~~Business ~~placement,~~Combination) and ~~260~~$1,~~500 units~~347,030 atof ~~$10.00~~other ~~per~~offering ~~unit (the “Private Units”), generating total gross proceeds of $2,605,000~~costs.

~~Transaction costs~~The ~~from~~Company granted the ~~IPO~~underwriter ~~amounted~~a 45-day option to $4purchase up to 750,~~222~~000 additional Public Units to cover over-allotments,~~030~~ if any. On October 4, ~~consisting~~2022, ofthe ~~$875~~underwriter partially exercised the over-allotment option and purchased 273,000 Public Units at a price of ~~underwriting~~$10.00 ~~fees~~per Public Unit on October 7, 2022, generating gross proceeds of $2,~~000~~730,000. Simultaneously with the closing of ~~deferred~~the ~~underwriting~~over-allotment ~~fees~~option, ~~(payable only~~the ~~upon~~Company ~~completion~~consummated ofthe aprivate ~~Business~~placement ~~Combination)~~of an ~~and~~additional $18,~~347,030~~873 ofPrivate ~~other~~Units ~~offering~~generating ~~costs~~gross proceeds of $88,725.

~~The Company~~A ~~granted~~total ~~the~~of ~~underwriter~~$53,520,950 a($10.15 ~~45-day~~per ~~option~~Unit) toof ~~purchase~~the net upproceeds tofrom ~~750,000~~the ~~additional~~sale ~~Public~~of Units toin ~~cover~~the ~~over~~IPO (including the Over-~~allotments,~~Allotment ifOption ~~any.~~Units) On and the private placements on October 4, 2022 and October 7, ~~the~~2022, ~~underwriter~~was ~~partially~~placed ~~exercised~~in a trust account (the ~~over-allotment~~“Trust ~~option~~Account”) maintained by American Stock Transfer & Trust Company as a trustee and ~~purchased~~are ~~273,000~~invested ~~Public~~only ~~Units~~in atU.S. government treasury bills with a ~~price~~maturity of ~~$10.00~~185 days or less or in money market funds ~~per~~meeting ~~Public~~certain ~~Unit~~conditions onunder ~~October~~Rule 2a-7 under the Investment Company Act of 1940, ~~2022~~as amended (the “Investment Company Act”), and ~~generating~~that ~~gross~~invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of $2the Company’s creditors,~~730~~ if any,~~000.~~ ~~Simultaneously~~which ~~with~~could have priority over the ~~closing~~claims of the ~~over-allotment~~Company’s ~~option~~public stockholders. In addition, interest income earned on investments held in the ~~Company~~Trust ~~consummated~~Account may be released to the ~~private~~Company ~~placement~~to ofpay anits ~~additional~~income 8or other tax obligations. With these exceptions,~~873~~ ~~Private~~expenses ~~Units~~incurred by ~~generating~~the ~~gross~~Company may be paid prior to a Business Combination only from the net proceeds of ~~$88,725~~the IPO and private placement not held in the Trust Account.

~~A total~~Pursuant ofto ~~$53,520,950~~Nasdaq ~~($10.15~~listing ~~per~~rules, ~~Unit) of~~ the ~~net~~Company’s initial ~~proceeds~~Business ~~from~~Combination ~~the~~must ~~sale~~occur ofwith ~~Units~~one inor ~~the~~more ~~IPO~~target ~~(including~~businesses ~~the~~having ~~Over-Allotment~~an ~~Option~~aggregate ~~Units) and~~fair ~~the~~market ~~private~~value ~~placements~~equal onto ~~October~~at 4,least ~~2022~~80% of ~~and~~the ~~October~~value 7,of ~~2022,~~the ~~was~~funds ~~placed~~ in athe ~~trust~~Trust account (~~the~~excluding ~~“Trust~~any ~~Account”)~~deferred ~~maintained by~~underwriting ~~American~~discounts ~~Stock~~and ~~Transfer~~commissions ~~& Trust Company as a trustee~~ and ~~are~~taxes ~~invested~~payable ~~only~~on ~~in U.S. government treasury bills with a maturity of~~the ~~185~~income ~~days~~earned oron ~~less~~the orTrust inAccount), ~~money~~which ~~market funds meeting certain conditions under Rule 2a-7 under~~ the ~~Investment~~ Company ~~Act~~refers ofto ~~1940,~~ as ~~amended (~~the ~~“Investment~~80% ~~Company Act”)~~test, ~~and~~at ~~that~~the ~~invest~~time ~~only~~of ~~in direct U.S. government treasury obligations. These funds will not be released until~~ the ~~earlier~~execution of ~~the~~a ~~completion~~definitive ofagreement for ~~the~~its initial Business Combination, ~~and~~although the ~~liquidation due to the~~ Company’s ~~failure to~~may ~~complete~~structure a Business Combination ~~within~~with ~~the~~one ~~applicable~~or ~~period~~more oftarget ~~time.~~businesses ~~The~~whose fair ~~proceeds~~market ~~deposited~~value insignificantly ~~the~~exceeds ~~Trust~~80% ~~Account~~of ~~could~~the ~~become~~trust ~~subject to~~account ~~the~~balance. ~~claims~~If of the Company’s ~~creditors,~~is ifno ~~any,~~longer ~~which~~listed ~~could~~on ~~have~~Nasdaq, ~~priority~~it ~~over~~will ~~the~~not ~~claims~~be required ofto satisfy the ~~Company’s~~80% ~~public stockholders~~test. In ~~addition,~~The ~~interest~~Company ~~income~~will ~~earned~~only oncomplete ~~investments~~a ~~held~~Business inCombination ~~the~~if ~~Trust Account may be released to~~ the ~~Company~~post-transaction tocompany ~~pay~~owns ~~its income~~ or ~~other~~acquires ~~tax~~50% ~~obligations.~~or ~~With~~more ~~these~~of ~~exceptions,~~the ~~expenses~~outstanding ~~incurred~~voting bysecurities of the ~~Company~~target ~~may~~or beotherwise ~~paid~~acquires ~~prior to~~ a ~~Business~~controlling ~~Combination~~interest ~~only~~in ~~from~~ the ~~net~~target sufficient for ~~proceeds~~it ofnot ~~the~~to ~~IPO~~be ~~and~~required ~~private~~to ~~placement~~register ~~not~~as ~~held~~an ininvestment company under the ~~Trust~~Investment ~~Account~~Company Act.

Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.5

5The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations).

The Company will ~~provide~~proceed ~~its~~with ~~holders~~a ofBusiness Combination if the ~~outstanding~~Company ~~Public~~has ~~Shares~~net ~~(the~~tangible ~~“Public~~assets ~~Stockholders”)~~of ~~with~~at ~~the~~least ~~opportunity~~$5,000,001 toupon ~~redeem~~such consummation of a Business Combination and, if the Company seeks ~~all~~stockholder orapproval, a ~~portion~~majority of ~~their~~the ~~Public~~shares ~~Shares~~of ~~upon~~common ~~the~~stock ~~completion~~voted are voted in favor of athe Business Combination. ~~either~~If ~~(i)~~a instockholder vote ~~connection~~is ~~with~~not required by law and the Company does not decide to hold a stockholder ~~meeting~~vote for business or other legal reasons, the Company ~~called~~will, pursuant to ~~approve~~its ~~the~~Amended ~~Business~~and ~~Combination~~Restated orCertificate of Incorporation (~~ii)~~the by“Amended ~~means~~and Restated Certificate of aIncorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities ~~The~~and ~~decision~~Exchange asCommission to(“SEC”) ~~whether~~and file ~~the~~tender ~~Company~~offer ~~will~~documents ~~seek~~with ~~stockholder approval~~the ofSEC prior to completing a Business Combination. orIf, ~~conduct~~however, astockholder ~~tender~~approval ~~offer~~of ~~will~~the betransaction is ~~made~~required by law, or the Company decides to obtain stockholder approval for business or legal reasons, ~~solely~~the Company will offer to redeem shares in ~~its~~conjunction ~~discretion~~with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. ~~The~~Additionally, each Public ~~Stockholders will~~Stockholder bemay ~~entitled~~elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a ~~pro~~Business ~~rata~~Combination, ~~portion~~the Company’s Sponsor and any of the ~~amount~~Company’s officers ~~then~~or directors that may hold Founder Shares (as defined in Note 5) (the ~~Trust~~“Initial ~~Account~~Stockholders”) ~~(initially~~and ~~anticipated~~the underwriters have agreed (a) to bevote ~~$10.15~~their ~~per~~Founder ~~Public~~Shares, ~~Share~~Private Shares (as defined in Note 4), ~~plus~~and any ~~pro~~Public ~~rata~~Shares ~~interest~~purchased ~~earned~~during or onafter the ~~funds~~IPO ~~held~~ in ~~the~~favor ~~Trust~~of ~~Account~~approving a Business Combination and (b) not ~~previously~~to ~~released~~convert toany shares (including the Founder Shares) in connection with a stockholder vote to approve, or sell the ~~Company~~shares to ~~pay~~the ~~its~~Company ~~franchise~~in ~~and~~any ~~income~~tender ~~tax~~offer ~~obligations)~~in connection with, a proposed Business Combination.

The ~~Company~~ ~~will~~Initial ~~proceed~~Stockholders ~~with~~have agreed (a) to waive ~~Business~~their ~~Combination~~redemption ifrights ~~the~~with ~~Company~~respect ~~has~~to ~~net~~the ~~tangible~~Founder ~~assets~~Shares, ofPrivate ~~at least $5~~Shares,~~000,001~~ ~~upon such consummation of a Business Combination~~ and, ifPublic ~~the~~Shares ~~Company~~held ~~seeks~~by ~~stockholder~~them ~~approval,~~in aconnection ~~majority~~with of the ~~shares of common stock voted are voted in~~ ~~favor~~completion of ~~the~~a Business Combination. ~~If a stockholder vote is not required by law~~ and ~~the Company does~~ (b) not ~~decide~~ to ~~hold~~propose, aor ~~stockholder~~ vote ~~for~~in ~~business~~favor ~~or other legal reasons~~of, ~~the~~an ~~Company~~amendment ~~will, pursuant~~ to ~~its~~the Amended and Restated Certificate ~~of Incorporation (the “Amended~~ ~~and Restated Certificate~~ of Incorporation~~”),~~ ~~conduct~~that ~~the~~would ~~redemptions~~affect ~~pursuant to~~ the ~~tender~~substance ~~offer~~or ~~rules~~timing of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company’s ~~decides~~obligation to ~~obtain stockholder approval for business or legal reasons, the Company will offer to~~ redeem ~~shares~~100% inof ~~conjunction~~its ~~with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each~~ Public ~~Stockholder may elect to redeem their Public~~ Shares ~~irrespective~~if ~~of whether they vote for or against~~ the ~~proposed transaction. If the~~ Company ~~seeks~~does ~~stockholder~~not ~~approval~~complete ~~in connection with~~ a Business Combination, ~~the~~ ~~Company’s~~unless ~~Sponsor and any of~~ the Company’s ~~officers~~provides ~~or directors that may hold Founder Shares (as defined in Note 5) (~~the ~~“Initial~~Public Stockholders”) ~~and~~with the ~~underwriters~~opportunity ~~have agreed (a)~~ to ~~vote~~redeem their ~~Founder Shares, Private Shares (as defined~~ ~~in Note 4), and any~~ Public Shares ~~purchased during or after the IPO~~ in ~~favor~~conjunction ~~of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection~~ with ~~a stockholder vote to approve, or sell the shares to the Company in~~ any ~~tender~~such ~~offer in connection with, a proposed Business Combination~~amendment.

~~The Initial~~Initially, ~~Stockholders~~the ~~have~~Company ~~agreed~~had ~~(a) to~~until ~~waive~~July ~~their~~4, ~~redemption~~2023 (or ~~rights~~up ~~with~~to ~~respect~~July to4, ~~the~~2024 ~~Founder~~if ~~Shares,~~the ~~Private~~time ~~Shares,~~to ~~and~~complete ~~Public Shares~~a ~~held~~business bycombination ~~them~~is inextended ~~connection~~as ~~with~~described ~~the~~herein) ~~completion~~to ofconsummate a Business Combination. In ~~and~~addition, ~~(b)~~ if the Company anticipated that it would not be able to ~~propose,~~consummate ora ~~vote~~Business inCombination ~~favor~~within of9 months, anthe Company was ~~amendment~~able to extend the ~~Amended~~period ~~and~~of ~~Restated~~time ~~Certificate~~to ofconsummate ~~Incorporation~~a ~~that~~Business ~~would~~Combination ~~affect~~up ~~the~~to ~~substance~~twelve ortimes, ~~timing~~each ofby ~~the~~an ~~Company’s~~additional ~~obligation~~one month (for a total of 21 months to ~~redeem~~complete ~~100%~~a ofBusiness ~~its~~Combination). ~~Public~~In ~~Shares~~order ifto extend the ~~Company~~time ~~does~~available ~~not~~for ~~complete~~the Company to consummate a Business Combination, ~~unless~~ the Company’s ~~provides~~insiders or their affiliates or designees, upon five days’ advance notice prior to the ~~Public~~applicable ~~Stockholders~~deadline, ~~with~~was required to deposit into the ~~opportunity~~Trust toAccount ~~redeem~~$174,009 ~~their~~($0.033 per Public ~~Shares~~Share inper ~~conjunction~~month), ~~with~~on ~~any~~or ~~such~~prior ~~amendment~~to the date of the applicable deadline, for each extension.

~~Initially~~On June 29, 2023, the Company held a special meeting of stockholders (the “June Special Meeting”). At the June Special Meeting, the stockholders amended the Company’s ~~had~~Amended and Restated Certificate of Incorporation to allow the Company to consummate a business combination until ~~July~~August 4, 2023 (or up to ~~July~~ August 4, 2024 if the time to complete a business combination is extended as described herein) to consummate a Business Combination. In addition, if the Company ~~anticipated~~anticipates that it ~~would~~may not be able to consummate a Business Combination ~~within~~ 9by ~~months~~August 4, 2023, the Company ~~was~~may ~~able to~~ extend the period of time to consummate a Business Combination up to twelve times, each by an additional one month (for a total of 21 22 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Company’s insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, ~~was~~must ~~required to~~ deposit into the Trust Account ~~$174,009~~the (lesser of $0.033 per ~~Public~~outstanding ~~Share~~share and $80,000 per month), on or prior to the date of the applicable deadline, for each extension.

On June 29, 2023, the Company held a special meeting of stockholders (the “June Special Meeting”). At the June Special Meeting, the stockholders amended the Company’s Amended and Restated Certificate of Incorporation to allow the Company to consummate a business combination until August 4, 2023 (or up to August 4, 2024 if the time to complete a business combination is extended as described herein) to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate a Business Combination by August 4, 2023, the Company may extend the period of time to consummate a Business Combination up to twelve times, each by an additional one month (for a total of 22 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Company’s insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account the lesser of $0.033 per outstanding share and $80,000 per month, on or prior to the date of the applicable deadline, for each extension.6

6In connection with the June Special Meeting, an aggregate of 2,126,934 shares with redemption value of approximately $22,141,383 (or $10.41 per share) of the Company’s common stock were tendered for redemption.

~~In connection~~On ~~with the~~ June ~~Special~~29, ~~Meeting~~2023, anthe ~~aggregate~~Sponsor ofmade ~~2,126,934~~a ~~shares~~deposit ~~with~~of $240,000 ~~redemption~~to ~~value~~the ofTrust ~~approximately~~Account ~~$22,141,383~~and ~~(or~~extended ~~$10.41 per~~the ~~share)~~period of time the Company’s ~~common~~has ~~stock~~to ~~were~~consummate ~~tendered~~an ~~for~~initial ~~redemption~~Business Combination from July 4, 2023 to October 4, 2023.

On ~~June~~ 29September 12, 2023, the ~~Sponsor~~Company ~~made~~held a ~~deposit~~special meeting of ~~$240,000~~stockholders to(the “September Special Meeting”). At the ~~Trust~~Special ~~Account~~Meeting, ~~and~~the ~~extended~~stockholders amended the ~~period~~Company’s Amended and Restated Certificate of ~~time~~Incorporation to allow the Company ~~has~~ to ~~consummate~~ undertake an initial ~~Business~~business ~~Combination~~combination ~~from~~with ~~July~~an 4entity or business, ~~2023~~with a physical presence, operation, or other significant ties to ~~October~~China 4(a “China-based Target”) or which may subject the post-business combination business to the laws, ~~2023~~regulations and policies of China (including Hong Kong and Macao), or entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target, on the other side.

~~On September~~In ~~12,~~connection ~~2023,~~with the ~~Company held a special meeting of stockholders (the “~~September Special Meeting~~”). At the Special Meeting~~, ~~the stockholders amended the Company’s Amended and Restated Certificate of Incorporation to allow the Company to undertake~~ an ~~initial~~aggregate ~~business~~of ~~combination with an entity or business~~1, ~~with a physical presence~~233,054 ~~operation,~~shares orwith ~~other~~redemption ~~significant~~value ~~ties to China (a “China-based Target”) or which may subject the post-business combination business to the laws, regulations and policies~~ of ~~China~~approximately ~~(including Hong Kong and Macao)~~$13, ~~or entity or business that conducts operations in China through variable interest entities~~082,703 (or ~~VIEs,~~$10.61 ~~pursuant~~per toshare) ~~a series~~ of ~~contractual arrangements with~~ the ~~VIE~~Company’s ~~and its shareholders on one side, and a China-based subsidiary~~common ofstock ~~the~~were ~~China-based Target,~~tendered onfor ~~the other side~~redemption.

InOn ~~connection~~October ~~with~~31, ~~the~~2023 ~~September~~and ~~Special~~November ~~Meeting~~29, 2023, the anSponsor ~~aggregate~~made a deposit of 1$63,~~233,054~~129 ~~shares~~each ~~with~~time ~~redemption~~into ~~value~~the ofTrust ~~approximately~~Account ~~$13,082,703~~and ~~(or~~extended ~~$10.61~~the ~~per~~period ~~share)~~ of time the Company’s ~~common~~has to consummate an initial ~~stock~~Business ~~were~~Combination ~~tendered~~from ~~for~~November ~~redemption~~4, 2023 to January 4, 2024.

On ~~October~~December 317, 2023, the ~~Sponsor~~Company ~~made~~held a ~~deposit~~special meeting of ~~$63~~stockholders. At the special meeting,~~129~~ ~~into~~holders of 3,575,635 shares of common stock of the Company were present in person or ~~Trust~~by ~~Account~~proxy, representing 81.18% of the total shares of common stock as of November 15, 2023, the record date for the special meeting, and constituting ~~extended~~a quorum for the ~~period~~transaction of ~~time~~business. At the special meeting, the stockholders approved further amendments to our amended and restated certificate of incorporation and Trust Agreement to reduce the amount the Company ~~has~~must deposit into the Trust Account to extend ~~consummate~~the andate ~~initial~~on ~~Business~~which ~~Combination~~the ~~from~~trustee ~~November~~must 3,liquidate ~~2023~~the trust account established by the Company in connection with the IPO to ~~December~~the lesser 3of $0.033 per outstanding share and $20,000 ~~2023~~for each one-month extension.

~~If the~~On ~~Company~~November is29, ~~unable to complete a Business Combination within the Combination Period~~2023, the ~~Company~~Sponsor ~~will~~made ~~(i) cease~~a ~~all operations~~deposit ~~except for the purpose~~ of ~~winding up~~$63,129 (~~ii) as~~which ~~promptly~~did ~~as reasonably possible but~~ not ~~more~~reflect ~~than~~a ~~ten business days~~reduction ~~thereafter~~of $38, ~~redeem~~043 ~~the~~extension ~~Public~~fee ~~Shares,~~as at a ~~per-share~~result ~~price,~~of ~~payable in cash, equal to~~ the ~~aggregate~~Company’s ~~amount~~December ~~then~~2023 onpublic ~~deposit~~shares redemption) ininto the Trust Account ~~including interest (which interest shall be net of taxes payable,~~ and ~~less~~extended ~~certain~~the ~~amount~~period of ~~interest~~time ~~to pay dissolution expenses) divided by~~ the ~~number~~ ofCompany ~~then~~has ~~outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right~~ to ~~receive~~consummate ~~further~~an ~~liquidating~~initial ~~distributions,~~Business ifCombination ~~any), subject to applicable law, and (iii) as promptly as~~from ~~reasonably~~December ~~possible following such redemption~~4, ~~subject~~2023 to ~~the~~January ~~approval of the Company’s remaining stockholders and the Company’s board of directors~~4, ~~dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law~~2024.

The ~~Initial~~ ~~Stockholders~~Sponsor ~~have~~made ~~agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete~~ a ~~Business~~monthly ~~Combination~~deposit ~~within~~of ~~the Combination Period. However~~$20, ~~if the Sponsor or underwriters acquires Public Shares~~000 ininto ~~or after~~ the ~~IPO, such Public Shares will be entitled to liquidating distributions from the~~ Trust Account iffrom ~~the~~December ~~Company~~2023 ~~fails~~ to ~~complete~~ aJuly ~~Business~~2024 ~~Combination~~and ~~within~~extended the ~~Combination~~period ~~Period.~~of ~~The~~time ~~underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in~~ the ~~Trust Account in the event the~~ Company ~~does~~has ~~not~~to ~~complete~~consummate aan ~~Business~~initial ~~Combination within in the~~Business Combination ~~Period~~from ~~and,~~January ~~in such event~~4, ~~such~~2024 ~~amounts will be included with the other funds held in the Trust Account that will be available~~ to ~~fund~~August ~~the redemption of the Public Shares. In the event of such distribution~~4, ~~it is possible that the per share value of the assets remaining available for distribution will be less than $10~~2024.~~15.~~

7If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.15 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.7

~~Liquidity~~The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or underwriters acquires Public Shares in or after the IPO, such Public Shares ~~Capital~~will ~~Resources~~be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, ~~Going~~in ~~Concern~~such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.15.

AsIn oforder ~~September~~to ~~30,~~protect ~~2023~~the amounts held in the Trust Account, the ~~Company~~Sponsor ~~had~~has ~~$46,617 of~~agreed ~~cash~~to ~~held~~be ~~outside~~liable ~~its~~to ~~Trust~~the ~~Account~~Company if and ato ~~working~~the ~~capital~~extent ~~deficit~~any ofclaims ~~$1,812,748~~by ~~(excluding~~a ~~redeemed~~vendor ~~common~~for ~~stock~~services ~~payable~~rendered toor ~~public~~products ~~stockholders~~sold to the Company, ~~income~~or ~~tax~~a ~~and~~prospective ~~franchise~~target ~~tax~~business ~~payable~~with aswhich ~~redemptions~~the ~~and~~Company ~~taxes~~has ~~are~~discussed ~~paid~~entering ~~out~~into a transaction agreement, reduce the amount of funds in the Trust Account) to below $10.15 Onper ~~March~~Public 22Share, ~~2023,~~except ~~June 26,~~as ~~2023,~~to ~~September~~any ~~12,~~claims ~~2023,~~by ~~September~~a ~~26,~~third ~~2023~~party ~~and~~who ~~October~~executed ~~26,~~a ~~2023,~~valid and ~~the~~enforceable ~~Sponsor~~agreement ~~loaned~~with the Company ~~$200,000,~~waiving ~~$240,000,~~any ~~$150~~right,~~000,~~ ~~$47~~title,~~227, and~~ ~~$145,000~~interest ~~respectively,~~or toclaim beof ~~used,~~any inkind ~~part,~~they ~~for~~may ~~transaction~~have ~~costs~~in ~~related~~or to any monies held in the ~~Business~~Trust ~~Combination~~Account and except as to ~~fund~~any claims under the ~~amount~~Company’s ~~required~~indemnity of the underwriters of the IPO against certain liabilities, toincluding ~~extend~~liabilities under the ~~Business~~Securities ~~Combination~~Act of 1933, ~~Period~~as amended (the “Securities Act”). ~~All~~Moreover, ~~promissory~~in ~~notes~~the ~~bear~~event that noan ~~interest~~executed ~~and~~waiver ~~are~~is ~~repayable~~deemed into ~~full~~be ~~upon~~unenforceable against a third party, the ~~consummation~~Sponsor ofwill not be responsible to the extent of any ~~Company’s~~liability ~~Business~~for ~~Combination~~such third party claims.

~~As a result of the Sponsor’s deposit of $63~~Liquidity,~~129~~ toCapital ~~the~~Resources Trust Account on October 31, 2023, the Company has until December 3, 2023 (unless the Company extends the time to complete a Business Combination) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and ~~subsequent~~Going ~~dissolution.~~Concern

~~The~~As ~~Company~~of ~~expects~~March to31, ~~continue~~2024, tothe ~~incur~~Company ~~significant professional~~had ~~costs~~$6,309 ~~to remain as a publicly traded company and to incur significant transaction costs in pursuit~~ of ~~the consummation of~~ acash ~~Business~~held ~~Combination.~~outside ~~The Company may need to obtain additional financing either to complete~~ its ~~Business~~trust ~~Combination~~account orand ~~because it becomes obligated to redeem~~ a ~~significant~~working ~~number~~capital deficit of ~~public~~$2,981,617. ~~shares~~On ~~upon~~March ~~consummation~~22, of2023, ~~its~~June ~~Business~~26, ~~Combination~~2023, inSeptember ~~which~~12, ~~case the Company~~2023, ~~may~~September ~~issue~~26, ~~additional~~2023 ~~securities~~and orOctober ~~incur~~26, ~~debt in connection with such Business Combination. Subject to compliance with applicable securities laws~~2023, the ~~Company~~Sponsor ~~would~~loaned ~~only complete such financing simultaneously with~~ the ~~completion~~Company of$200,000, ~~our~~$240,000, ~~Business~~$150,000, ~~Combination.~~$47,227, Ifand ~~the~~$145,000, ~~Company is~~respectively, ~~unable~~ to ~~complete~~be ~~its~~used, ~~Business~~in ~~Combination~~part, ~~because~~for itextension ~~does~~deposits. ~~not~~All ~~have~~promissory ~~sufficient~~notes ~~funds~~bear ~~available,~~no itinterest ~~will be forced to cease operations~~ and ~~liquidate~~are ~~the~~repayable ~~Trust~~in ~~Account.~~full Inupon ~~addition, following~~ the ~~Business~~consummation ~~Combination, if cash on hand is insufficient,~~ of the Company’s ~~may~~Business ~~need to obtain additional financing in order to meet its obligations~~Combination.

~~In connection~~As ~~with~~a result of the ~~Company~~Sponsor’s ~~assessment~~deposit of $63,129 ~~going~~each ~~concern~~time ~~considerations~~to inthe ~~accordance~~Trust ~~with~~Account ~~Financial~~on ~~Accounting~~October ~~Standard~~31, ~~Board’s Accounting~~2023 ~~Standards~~and ~~Update~~November ~~(“ASU”) 2014-15~~29, ~~“Disclosures~~2023 of(which ~~Uncertainties~~did ~~about~~not anreflect ~~Entity’s~~a ~~Ability~~reduction toof ~~Continue~~$38,043 extension fee as a ~~Going~~result ~~Concern”,~~of ~~management has determined that these conditions raise substantial doubt about~~ the Company’s ~~ability to~~December ~~continue~~2023 aspublic ashares ~~going concern. In addition~~redemption), ifand the ~~Company~~monthly isdeposit ~~unable~~of to$20,000 ~~complete~~into ~~a Business Combination within~~ the ~~Combination~~Trust ~~Period,~~Account ~~the~~from ~~Company’s~~December ~~board~~2023 ~~of directors would proceed~~ to ~~commence~~July ~~voluntary~~2024, ~~liquidation~~the ~~and~~Company ~~thereby~~has auntil ~~formal~~August ~~dissolution~~4, of2024 (unless the Company~~. There~~ isextends ~~no assurance that~~ the ~~Company’s~~time ~~plans~~ to ~~consummate~~complete a Business Combination) to ~~will~~consummate bea ~~successful~~Business ~~within the~~ Combination ~~Period~~. As aIt ~~result,~~is ~~management~~uncertain ~~has determined~~ that ~~such~~the anCompany ~~additional~~will ~~condition~~be ~~also~~able ~~raises~~to ~~substantial~~consummate ~~doubt~~a ~~about~~Business ~~the~~Combination ~~Company’s~~by ~~ability~~this time. toIf ~~continue as~~ a ~~going~~Business ~~concern.~~Combination ~~The~~is ~~financial statement does~~ not ~~include~~consummated ~~any~~by ~~adjustments~~this ~~that~~date, ~~might~~there ~~result~~will ~~from~~be ~~the~~a ~~outcome~~mandatory ofliquidation ~~this~~and ~~uncertainty~~subsequent dissolution.

~~Risks~~The Company expects to continue to incur significant professional costs to remain as a publicly traded company and ~~Uncertainties~~to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

~~Management~~In ~~has~~connection ~~evaluated~~with the ~~impact~~Company’s assessment of ~~current conflicts~~going ~~around~~concern ~~the~~considerations ~~globe,~~in ~~including~~accordance ~~Russia~~with Financial Accounting Standard Board’s ~~invasion~~Accounting Standards Update (“ASU”) 2014-15, “Disclosures of ~~Ukraine~~Uncertainties ~~and~~about ~~the~~an ~~Israel-Hamas~~Entity’s ~~war~~Ability to Continue as a Going Concern”, management has determined that the liquidity and ~~related~~mandatory ~~sanctions~~liquidation onconditions raise substantial doubt about the ~~world~~Company’s ability to continue as a going ~~economy~~concern. In addition, ~~which~~if the Company is ~~not~~unable ~~determinable~~to ascomplete ofa Business Combination within the ~~date~~Combination Period, the Company’s board of ~~these~~directors ~~financial~~would ~~statements,~~proceed to commence a voluntary liquidation and thereby a formal dissolution of the ~~specific~~Company. ~~impact~~There onis no assurance that the Company’s ~~financial condition,~~plans ~~results~~to ofconsummate ~~operations~~a Business Combination will be successful within the Combination Period. As a result, ~~and~~management has ~~cash~~determined ~~flows~~that issuch additional condition also ~~not~~raise ~~determinable~~substantial asdoubt ofabout the ~~date~~Company’s ofability ~~these~~to ~~unaudited~~continue ~~condensed~~as ~~financial~~a ~~statements~~going concern. The ~~unaudited condensed~~ financial ~~statements~~statement dodoes not include any adjustments that might result from the outcome of ~~these~~this ~~risks and uncertainties~~uncertainty.

~~Inflation Reduction~~Risks ~~Act~~and ~~of 2022~~Uncertainties

~~On August~~In ~~16,~~February 2022, ~~the~~an ~~Inflation~~armed ~~Reduction~~conflict ~~Act~~escalated between ofRussia ~~2022~~and ~~(the~~Ukraine. ~~“IR~~The ~~Act”)~~sanctions ~~was~~announced ~~signed~~by ~~into~~the ~~federal~~United ~~law.~~States ~~The~~and ~~IR Act provides for, among~~ other ~~things,~~countries aagainst ~~new~~Russia ~~U.S.~~and ~~federal~~Belarus 1%following ~~excise~~Russia’s invasion ~~tax~~of onUkraine ~~certain~~to ~~repurchases~~date ~~(including~~include ~~redemptions)~~restrictions ofon ~~stock~~selling byor ~~publicly~~importing ~~traded~~goods, ~~domestic (i.e.~~services, ~~U.S.)~~or ~~corporations~~technology ~~and~~in ~~certain~~or ~~domestic~~from ~~subsidiaries~~affected ofregions ~~publicly~~and travel ~~traded~~bans ~~foreign~~and ~~corporations.~~asset ~~The~~freezes ~~excise~~impacting ~~tax~~connected isindividuals ~~imposed~~and onpolitical, ~~the repurchasing~~military, ~~corporation itself~~business, ~~not~~and ~~its~~financial ~~shareholders~~organizations ~~from~~in ~~which~~Russia and ~~shares are repurchased~~Belarus. The ~~amount~~United ofStates ~~the~~and ~~excise~~other ~~tax~~countries iscould ~~generally~~impose ~~1% of~~wider ~~the~~sanctions ~~fair~~and ~~market~~take ~~value~~other ofactions ~~the~~should ~~shares repurchased at~~ the ~~time~~conflict offurther ~~the repurchase~~escalate. ~~However~~ Separately, ~~for~~in ~~purposes~~October ~~of calculating the excise tax~~2023, ~~repurchasing~~ ~~corporations~~Israel ~~are~~and ~~permitted~~certain toIranian-backed ~~net~~Palestinian ~~the~~forces ~~fair~~began ~~market~~an ~~value~~armed ofconflict ~~certain~~in ~~new~~Israel, ~~stock issuances against~~ the ~~fair~~Gaza ~~market~~Strip, ~~value of~~and ~~stock~~surrounding ~~repurchases during the same taxable year. In addition~~areas, ~~certain~~which ~~exceptions~~threatens ~~apply~~ to ~~the~~spread ~~excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority~~ to ~~provide regulations and~~ other ~~guidance~~Middle toEastern ~~carry~~countries ~~out~~including Lebanon and ~~prevent the abuse or avoidance of the excise tax~~Iran. ~~The IR Act applies only to repurchases that occur after December 31, 2022.~~

~~Any redemption~~As ora ~~other~~result ~~repurchase~~of ~~that~~the ~~occurs~~ongoing ~~after~~Russia/Ukraine, ~~December~~Hamas/Israel conflicts ~~31,~~and/or ~~2022~~other future global conflicts, inthe ~~connection~~Company’s ~~with~~ability to consummate a Business Combination, ~~extension vote~~ or ~~otherwise, may be subject to~~ the ~~excise~~operations ~~tax.~~of a ~~Whether~~target ~~and~~business towith ~~what~~which ~~extent~~ the Company ~~would~~ultimately beconsummates ~~subject to the excise tax in connection with~~ a Business Combination, ~~extension~~may ~~vote~~be ormaterially ~~otherwise~~and ~~would~~adversely ~~depend~~affected. onIn ~~a number of factors~~addition, ~~including (i)~~ the ~~fair~~Company’s ~~market~~ability ~~value~~to ofconsummate ~~the~~a ~~redemptions and~~transaction ~~repurchases~~may inbe ~~connection~~dependent ~~with~~on the ~~Business~~ability ~~Combination,~~to ~~extension~~raise orequity ~~otherwise,~~and ~~(ii)~~debt ~~the~~financing ~~structure~~which ofmay abe impacted ~~Business~~by ~~Combination~~these events, ~~(iii) the~~including ~~nature~~as ~~and~~a ~~amount~~result of ~~any~~increased ~~“PIPE”~~market volatility, or ~~other~~decreased ~~equity~~market ~~issuances~~liquidity in ~~connection~~third-party ~~with a Business Combination (or otherwise issued~~financing ~~not~~being inunavailable ~~connection~~on ~~with~~terms aacceptable ~~Business~~to ~~Combination~~the ~~but~~Company ~~issued~~or ~~within~~at ~~the~~all. ~~same~~The ~~taxable~~impact ~~year~~ of athis ~~Business~~action ~~Combination)~~ and ~~(iv)~~potential ~~the~~future ~~content of~~sanctions ~~regulations~~on ~~and other guidance from~~ the ~~Treasury.~~world economy Inand ~~addition, because~~ the ~~excise~~specific ~~tax~~impact ~~would~~on ~~be payable by~~ the Company’s ~~and~~financial ~~not by the redeeming holder~~position, itresults ~~could cause a reduction in the value~~ of ~~the~~operations ~~Company’s~~or ~~stock~~ability asto ~~well~~consummate as a ~~reduction~~Business inCombination are ~~the~~not ~~cash~~yet ~~available~~determinable. ~~on hand~~The tofinancial ~~complete~~statements ado ~~Business~~not ~~Combination~~include ~~and~~any inadjustments ~~the~~that ~~Company’s~~might ~~ability~~result tofrom ~~complete~~the aoutcome ~~Business~~of ~~Combination~~this uncertainty.

AsInflation aReduction ~~result~~Act of the redemptions by the public stockholders in June and September 2023, the Company recorded total excise tax liability of $352,241 as of September 30, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.2022

~~Note 2~~On August 16, 2022, the Inflation Reduction Act —of ~~Summary~~2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of ~~Significant~~stock ~~Accounting~~by ~~Policies~~publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

~~Basis~~Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of ~~Presentation~~factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

~~The accompanying~~As ~~unaudited~~a ~~condensed~~result ~~financial~~of ~~statements~~the ~~are~~redemptions ~~presented~~by inthe ~~conformity~~public ~~with accounting principles generally accepted~~ stockholders in ~~the United~~June ~~States~~2023, ofSeptember ~~America~~2023, ~~(“U.S. GAAP”)~~ and ~~pursuant~~December ~~to the rules and regulations of the SEC. Accordingly~~2023, ~~they do not include all of~~ the ~~information~~Company ~~and~~recorded ~~footnotes~~total ~~required~~excise bytax ~~U.S.~~liability ~~GAAP. In the opinion~~ of ~~management~~$469,218 ~~the~~as ~~unaudited~~of ~~condensed~~March ~~financial statements reflect all adjustments~~31, ~~which~~2024. ~~include~~The Company ~~only~~will ~~normal~~continue ~~recurring~~to ~~adjustments~~monitor ~~necessary~~ for ~~the~~updates ~~fair~~to ~~statement of~~ the ~~balances~~Company’s ~~and~~business ~~results for~~along ~~the~~with ~~periods~~guidance ~~presented.~~issued ~~The~~with ~~interim~~respect ~~results~~to ~~for~~ the ~~three~~IR ~~and~~Act ~~nine months ended September 30, 2023 are not necessarily indicative~~to ofdetermine ~~the~~whether ~~results that may be expected through December 31, 2023 or for~~ any ~~future~~adjustments ~~periods.~~are ~~These~~needed ~~financial~~to ~~statements should be read in conjunction with~~ the Company’s ~~2022~~tax ~~Annual~~provision ~~Report~~in onfuture ~~Form 10-K as filed with the SEC on April 7, 2023~~periods.

~~Emerging Growth Company~~9

~~The Company is an “emerging growth company,” as defined in Section~~Note 2~~(a) of~~ ~~the~~— ~~Securities~~Summary ~~Act, as modified by the Jumpstart Our Business Startups Act~~ of ~~2012~~ ~~(the “JOBS Act”), and it may take advantage of certain exemptions from various~~Significant ~~reporting~~Accounting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Policies

~~Further, Section 102(b)(1) of~~Basis the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Presentation

9The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods. These financial statements should be read in conjunction with the Company’s 2023 Annual Report on Form 10-K as filed with the SEC on July 2, 2024.

~~Use of~~Emerging ~~Estimates~~Growth Company

~~In preparing~~The ~~these~~Company ~~unaudited~~is ~~financial~~an ~~statements~~“emerging ingrowth ~~conformity~~company,” as ~~with~~defined ~~U.S.~~in Section ~~GAAP~~2(a) of the Securities Act, as modified by the ~~Company’s~~Jumpstart ~~management~~Our ~~makes~~Business ~~estimates~~Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other ~~assumptions~~public companies that ~~affect~~are ~~the~~not ~~reported~~emerging ~~amounts~~growth ofcompanies ~~assets~~including, ~~and~~but ~~liabilities~~not ~~and~~limited ~~disclosure~~to, ofnot ~~contingent~~being ~~assets~~required ~~and~~to ~~liabilities~~comply atwith the ~~date~~independent registered public accounting firm attestation requirements of Section 404 of the ~~financial~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the ~~reported~~requirements ~~expenses~~of ~~during~~holding ~~the~~a ~~reporting~~nonbinding advisory ~~period~~vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Making~~Further, Section 102(b)(1) of the JOBS ~~estimates~~Act ~~requires~~exempts ~~management~~emerging growth companies from being required to ~~exercise~~comply ~~significant~~with ~~judgment.~~new Itor isrevised atfinancial ~~least~~accounting ~~reasonably~~standards ~~possible~~until private companies (that ~~the~~is, ~~estimate~~those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~effect~~Exchange Act) ofare required to comply with the new or revised financial accounting standards. The JOBS Act provides that a ~~condition,~~company ~~situation~~can orelect ~~set~~to opt out of ~~circumstances~~the ~~that~~extended ~~existed~~transition atperiod and comply with the ~~date~~requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of ~~the~~such ~~financial~~extended ~~statements,~~transition period which ~~management~~means that ~~considered~~when ina ~~formulating~~standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging ~~its~~growth ~~estimate~~company, ~~could~~can ~~change~~adopt inthe new or revised standard at the ~~near~~time ~~term~~private ~~due~~companies toadopt ~~one~~the new or ~~more~~revised ~~future~~standard. ~~confirming~~This ~~events.~~may ~~Accordingly,~~make comparison of the ~~actual~~Company’s ~~results~~financial ~~could~~statements ~~differ~~with another public company that is neither an emerging growth company nor an emerging growth ~~significantly~~company ~~from~~that ~~those~~has ~~estimates~~opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Cash and~~Use ~~Cash~~of ~~Equivalents~~Estimates

~~The Company~~In ~~considers~~preparing ~~all~~these ~~short-term~~unaudited ~~investments~~financial statements in conformity with anU.S. GAAP, ~~original~~the ~~maturity~~Company’s ofmanagement ~~three months~~makes orestimates ~~less~~and ~~when~~assumptions ~~purchased~~that toaffect bethe ~~cash~~reported ~~equivalents.~~amounts of ~~The~~assets ~~Company~~and ~~had~~liabilities ~~$46,617~~ and ~~$196,510~~disclosure inof ~~cash~~contingent assets and ~~none~~liabilities inat ~~cash~~the ~~equivalents~~date as of ~~September~~the ~~30,~~financial ~~2023~~statements and ~~December~~the ~~31,~~reported ~~2022,~~expenses during ~~respectively~~the reporting period.

~~Investments~~Making estimates requires management to exercise ~~Held~~significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in ~~Trust~~formulating ~~Account~~ its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. These securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying unaudited statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.10

~~Income Taxes~~Cash and Cash Equivalents

The Company ~~follows~~considers ~~the~~all ~~asset~~short-term ~~and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax~~investments ~~assets~~with ~~and~~an ~~liabilities~~original ~~are~~maturity ~~recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts~~ of ~~existing~~three months ~~assets~~or ~~and~~less ~~liabilities~~when ~~and~~purchased ~~their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected~~ to ~~apply to taxable income in the years in which those temporary differences are expected to~~ be ~~recovered or~~cash ~~settled~~equivalents. The ~~effect~~Company onhad ~~deferred~~$6,309 ~~tax assets~~ and ~~liabilities~~$9,222 ~~of a change~~ in ~~tax~~cash and ~~rates~~none ~~is recognized~~ in ~~income~~cash inequivalents ~~the~~as ~~period~~of ~~that~~March ~~is included~~31, in2024 ~~the~~and ~~enactment~~December ~~date. Valuation allowances are established~~31, ~~when necessary~~2023, ~~to reduce deferred tax assets to the amount expected to be realized~~respectively.

~~The~~Investments ~~Company~~Held ~~began~~in ~~to earn taxable income from the interest income earned from the~~ Trust Account after the IPO that was consummated on October 4, 2022. The Company’s effective tax rate was 103.11% and 0.00% for the three months ended September 30, 2023 and 2022, respectively. The effective tax rate was 112.31% and 0.00% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for both the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets.

~~ASC 740~~The ~~also~~Company’s ~~clarifies~~portfolio ~~the~~of ~~accounting~~investments ~~for~~held in ~~uncertainty~~the inTrust ~~income~~Account ~~taxes~~is ~~recognized~~comprised of investments in anmoney ~~enterprise’s~~market ~~financial~~funds ~~statements~~that ~~and~~invest ~~prescribes a~~in ~~recognition~~U.S. ~~threshold~~government ~~and~~securities. aThese ~~measurement~~securities ~~attribute~~are presented ~~for~~on the ~~financial~~balance ~~statement~~sheet ~~recognition~~at ~~and~~fair ~~measurement~~value ofat athe ~~tax~~end ~~position~~of ~~taken~~each ~~or expected~~reporting toperiod. beEarning ~~taken~~on ininvestments aheld ~~tax~~in ~~return.~~the ~~For~~Trust ~~those~~Account ~~benefits~~are included toin beinterest ~~recognized,~~earned aon ~~tax~~investments ~~position~~held ~~must~~in beTrust ~~more-likely-than-not~~Account toin bethe ~~sustained upon~~accompanying ~~examination~~statements byof ~~taxing authorities~~operations. ~~ASC~~The ~~740~~estimated ~~also~~fair ~~provides~~value of ~~guidance~~investments onheld ~~derecognition,~~in ~~classification,~~the ~~interest~~Trust ~~and~~Account ~~penalties,~~is ~~accounting in~~determined ~~interim~~using ~~period,~~available ~~disclosure~~market ~~and transition~~information.

10Income Taxes

~~While ASC~~The ~~740~~Company ~~identifies~~follows ~~usage~~the ofasset anand ~~effective~~liability ~~annual~~method of ~~tax~~accounting ~~rate~~ for ~~purposes~~income oftaxes anunder ~~interim provision~~ASC 740, it“Income ~~does~~Taxes.” ~~allow~~Deferred ~~for~~tax ~~estimating~~assets ~~individual elements~~and inliabilities ~~the current period if they~~ are ~~significant,~~recognized ~~unusual or infrequent. Computing~~ for the ~~effective~~estimated future tax ~~rate~~consequences ~~for~~attributable ~~the~~to ~~Company~~differences isbetween ~~complicated due to~~ the ~~potential~~financial ~~impact~~statements ofcarrying ~~the~~amounts ~~timing~~ of ~~any~~existing ~~Business~~assets and ~~Combination~~liabilities ~~expenses~~ and ~~the~~their ~~actual~~respective ~~interest~~tax ~~income~~bases. ~~that~~Deferred ~~will~~tax beassets ~~recognized during~~and ~~the~~liabilities ~~year.~~are ~~The~~measured ~~Company~~using ~~has~~enacted ~~taken~~tax arates ~~position~~expected asto apply to ~~the~~taxable ~~calculation of~~ income ~~tax~~in ~~expense~~the years in ~~a current period based on ASC 740-270-25-3~~ which ~~states,~~those ~~“If~~temporary andifferences ~~entity~~are isexpected ~~unable~~ to ~~estimate~~be arecovered ~~part of its ordinary income (~~or ~~loss)~~settled. orThe ~~the~~effect ~~related~~on deferred tax ~~(benefit)~~assets ~~but~~and isliabilities ~~otherwise able~~of ~~to make~~ a ~~reasonable~~change ~~estimate,~~in ~~the~~ tax ~~(or~~rates ~~benefit)~~is ~~applicable~~recognized toin ~~the~~income ~~item that cannot be estimated shall be reported~~ in the ~~interim~~ period inthat ~~which~~included the ~~item~~enactment ~~is reported~~date.” ~~The Company believes its calculation to be a reliable estimate and allows it to properly~~Valuation ~~take~~allowances ~~into~~are ~~account~~established, ~~the~~when ~~usual elements that can impact its annualized book income and its impact on the effective tax rate. As such~~necessary, ~~the Company~~to isreduce ~~computing~~deferred ~~its taxable income (loss) and associated income~~ tax ~~provision~~assets ~~based~~to ~~on actual results for~~ the ~~three~~amount ~~and~~expected ~~nine~~to ~~month periods~~be ~~ended September 30, 2023 and 2022~~realized.

The Company’s ~~recognizes~~effective ~~accrued interest and penalties related to unrecognized~~ tax ~~benefits~~rate aswas ~~income tax expense~~114. ~~There were no unrecognized~~44% ~~tax benefits~~ and no(110.22)% ~~amounts accrued~~ for ~~interest~~the ~~and~~three ~~penalties~~months asended ofMarch ~~September 30~~31, ~~2023~~2024 and ~~December 31~~2023, ~~2022~~respectively. The ~~Company~~effective istax ~~currently not~~rate ~~aware~~differs from the statutory tax rate of ~~any~~21% ~~issues~~for ~~under~~the ~~review~~three ~~that~~months ~~could~~ended ~~result~~March in31, ~~significant~~2024 ~~payments~~and 2023, ~~accruals~~due orto ~~material~~the ~~deviation~~valuation ~~from~~allowance ~~its~~on ~~position~~the deferred tax assets.

~~The~~ASC 740 also clarifies the accounting for uncertainty ~~Company~~in ~~has~~income ~~identified~~taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and a measurement attribute for the ~~United States~~financial asstatement ~~its~~recognition ~~only~~and ~~“major”~~measurement of a tax ~~jurisdiction~~position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

~~The~~While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company ~~may~~is becomplicated ~~subject~~due to the potential ~~examination~~impact byof ~~federal~~the timing ~~and~~of ~~state~~any ~~taxing~~Business ~~authorities~~Combination inexpenses and the ~~area~~actual ofinterest income ~~taxes~~that will be recognized during the year. ~~These~~The ~~potential~~Company has taken ~~examinations~~a ~~may~~position ~~include~~as ~~questioning~~to the ~~timing~~calculation ~~and~~of ~~amount~~income oftax ~~deductions~~expense in a current period based on ASC 740-270-25-3 which states, ~~the~~“If ~~nexus~~an entity is unable to estimate a part of its ordinary income ~~among~~(or ~~various~~loss) or the related tax ~~jurisdictions~~(benefit) ~~and~~but ~~compliance with~~is ~~federal~~otherwise ~~and~~able ~~state~~to make a reasonable estimate, the tax ~~laws~~(or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company’s ~~management~~believes ~~does~~its ~~not~~calculation ~~expect~~to ~~that~~be a reliable estimate and allows it to properly take into account the ~~total~~usual elements ~~amount~~that ofcan ~~unrecognized~~impact its annualized book income and its impact on the effective tax ~~benefits~~rate. ~~will~~As such, the Company is computing its taxable ~~materially~~income ~~change~~(loss) ~~over~~and associated income tax provision based on actual results for the ~~next~~three ~~twelve~~ months periods ended March 31, 2024 and 2023.

~~Net~~The Company recognizes accrued interest and penalties ~~Income~~related ~~(Loss)~~to ~~Per~~unrecognized ~~Share~~tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Company has ~~not~~identified ~~considered~~ the ~~effect of the warrants and rights in~~United States the calculation of diluted income (loss) per share, since the exercise of the warrants and rights are contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as ~~basic~~its ~~income~~only ~~(loss)~~“major” ~~per~~tax ~~share for the period presented~~jurisdiction.

The ~~net~~Company ~~income~~may ~~(loss)~~be ~~per~~subject ~~share~~to ~~presented~~potential examination by federal and state taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and ~~unaudited~~amount ~~condensed~~of ~~statements~~deductions, the nexus of ~~operations~~income isamong ~~based~~various ontax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the ~~following:~~total amount of unrecognized tax benefits will materially change over the next twelve months.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023			2022
Net income (loss)	$	(2,739	)	$	5,014	$	(37,519	)	$	(7,271	)
Accretion of common stock to redemption value		(388,700	)		—		(8,576,993	)		—
Net income (loss) including accretion of common stock to redemption value	$	(391,439	)	$	5,014	$	(8,614,512	)	$	(7,271	)

	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	Redeemable share			Non- redeemable shares			Redeemable shares		Non- redeemable shares
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income (loss) including accretion of common stock	$	(248,949	)	$	(142,490	)	$	—	$	5,014
Accretion of common stock to redemption value		388,700			—			—		—
Allocation of net income (loss)	$	139,751		$	(142,490	)	$	—	$	5,014
Denominator:
Basic and diluted weighted average shares outstanding		2,904,816			1,662,623			—		1,250,000
Basic and diluted net income (loss) per share	$	0.05		$	(0.09	)	$	—	$	0.00

Net Income (Loss) Per Share

11The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. The 5,542,373 potential shares of common stock underlying the outstanding Public Warrants and Private Placement Warrants to purchase the Company’s shares of common stock were excluded from diluted earnings per share for the three months ended March 31, 2024 and 2023 because they are contingently exercisable, and the contingencies have not yet been met. Additionally, the rights are able to be demanded on or any time after the Business Combination, and as the contingency has not been met, the rights are excluded from diluted earnings per share for the three months ended March 31, 2024 and 2023. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	Redeemable share			Non- redeemable shares			Redeemable shares		Non- redeemable shares
Basic and diluted net income/(loss) per share:
Numerator:
Allocation of net income (loss) including accretion of common stock	$	(6,270,820	)	$	(2,343,692	)	$	—	$	(7,271	)
Accretion of common stock to redemption value		8,576,993			—			—		—
Allocation of net income (loss)	$	2,306,173		$	(2,343,692	)	$	—	$	(7,271	)
Denominator:
Basic and diluted weighted average shares outstanding		4,448,538			1,662,623			—		1,250,000
Basic and diluted net income (loss) per share	$	0.52		$	(1.41	)	$	—	$	(0.01	)

The net income (loss) per share presented in the statements of operations is based on the following:

Concentration of Credit Risk

	Three Months Ended March 31,
	2024			2023
Net loss	$	(3,055	)	$	(224,171	)
Accretion of redeemable common stock to redemption value		(111,076	)		(3,802,141	)
Net loss including accretion of redeemable common stock to redemption value	$	(114,131	)	$	(4,026,312	)

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

	Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
	Redeemable shares			Non- redeemable shares			Redeemable shares			Non- redeemable shares
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net loss	$	(38,243	)	$	(75,888	)	$	(3,061,116	)	$	(965,196	)
Accretion of redeemable common stock to redemption value		111,076			—			3,802,141			—
Allocation of net income (loss)	$	72,833		$	(75,888	)	$	741,025		$	(965,196	)

Denominator:
Basic and diluted weighted average shares outstanding		837,857			1,662,623			5,273,000			1,662,623
Basic and diluted net income (loss) per common stock	$	0.09		$	(0.05	)	$	0.14		$	(0.58	)

~~Fair Value~~Concentration of ~~Financial~~Credit ~~Instruments~~Risk

~~FASB ASC~~Financial ~~Topic~~instruments ~~820~~that ~~“Fair~~potentially ~~Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the~~subject ~~expanded disclosures about fair value measurements. Fair value is~~ the ~~price~~Company ~~that would be received~~ to ~~sell~~concentrations anof ~~asset~~credit orrisk ~~paid~~consist toof ~~transfer~~ a ~~liability~~cash account in ana ~~orderly~~financial ~~transaction~~institution, ~~between~~which, ~~the buyer and the seller~~ at ~~the~~times, ~~measurement~~may ~~date.~~exceed ~~In determining fair value,~~ the ~~valuation~~Federal ~~techniques~~Depository ~~consistent~~Insurance ~~with~~Coverage ~~the~~of ~~market approach~~$250, ~~income approach and cost approach shall be used to measure fair value~~000. ~~FASB~~As ~~ASC~~of ~~Topic 820~~March ~~establishes~~31, a2024 ~~fair~~and ~~value~~December ~~hierarchy~~31, ~~for inputs~~2023, ~~which represent~~ the ~~assumptions~~Company ~~used~~has bynot ~~the~~experienced ~~buyer~~losses ~~and~~on ~~seller in pricing the asset~~these oraccounts ~~liability. These inputs are further defined as observable~~ and ~~unobservable~~management ~~inputs.~~believes ~~Observable inputs are those that buyer and seller would use in pricing~~ the ~~asset or liability based on market data obtained from sources independent of the~~ Company. ~~Unobservable~~is ~~inputs reflect~~not ~~the~~exposed ~~Company’s~~to ~~assumptions~~significant ~~about~~risks ~~the inputs that the buyer and seller would use in pricing the asset or liability developed based~~ on ~~the~~such ~~best information available in the circumstances~~accounts.

~~The fair~~Fair ~~value~~Value ~~hierarchy~~of isFinancial ~~categorized into three levels based on the inputs as follows:~~Instruments

~~Level~~FASB 1ASC ~~Valuations~~Topic ~~based~~820 on“Fair ~~unadjusted~~Value ~~quoted~~Measurements and ~~prices~~Disclosures” indefines ~~active~~fair ~~markets~~value, ~~for~~the ~~identical~~methods ~~assets~~used orto ~~liabilities~~measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer ~~Company~~and ~~has~~the seller at the ~~ability~~measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to ~~access~~measure fair value. ~~Valuation~~FASB ~~adjustments~~ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and ~~block~~seller ~~discounts~~in ~~are~~pricing ~~not~~the ~~being~~asset ~~applied~~or liability. ~~Since~~These ~~valuations~~inputs are ~~based~~further ondefined ~~quoted~~as ~~prices~~observable and ~~that~~unobservable inputs. Observable inputs are ~~readily~~those that buyer and ~~regularly~~seller ~~available~~would use in anpricing ~~active~~the asset or liability based on market, data ~~valuation~~obtained from sources independent of ~~these~~the ~~securities~~Company. ~~does~~Unobservable ~~not~~inputs ~~entail~~reflect athe ~~significant~~Company’s ~~degree~~assumptions ofabout ~~judgment~~the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

Level 2 Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.12

~~Level~~The 3fair ~~Valuations~~value ~~based~~hierarchy onis ~~inputs~~categorized ~~that~~into ~~are~~three levels ~~unobservable~~based ~~and~~on ~~significant to~~ the ~~overall~~inputs ~~fair~~as ~~value measurement.~~follows:

12Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

~~The fair~~Level ~~value~~2 ofValuations ~~the~~based ~~Company’s~~on ~~certain~~(i) ~~assets~~quoted ~~and~~prices ~~liabilities,~~in ~~which~~active ~~qualify~~markets asfor ~~financial~~similar ~~instruments~~assets ~~under ASC Topic 820, “Fair Value Measurements~~ and ~~Disclosures~~liabilities,” ~~approximates~~(ii) ~~the~~quoted ~~carrying~~prices ~~amounts represented~~ in ~~the~~markets ~~consolidated~~that ~~balance~~are ~~sheet.~~not ~~The~~active ~~fair values~~for ofidentical ~~cash,~~or ~~other~~similar ~~current~~ assets, ~~accrued~~(iii) ~~expenses,~~inputs ~~and~~other ~~due~~than toquoted ~~sponsor~~prices ~~are~~for ~~estimated to approximate~~ the ~~carrying~~assets ~~values~~or ~~as of September 30~~liabilities, ~~2023~~or ~~and~~(iv) ~~December~~inputs ~~31,~~that ~~2022~~are ~~due~~derived toprincipally ~~the~~from ~~short~~or ~~maturities~~corroborated ofby ~~such~~market ~~instruments.~~through ~~See~~correlation ~~Note~~or 8other ~~for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis~~means.

~~Warrants~~Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The ~~Company~~ ~~accounts~~fair ~~for~~value ~~warrants as either equity-classified or liability-classified instruments based on an assessment~~ of the ~~warrant~~Company’s certain ~~specific~~assets ~~terms~~ and ~~applicable~~liabilities, ~~authoritative~~which ~~guidance~~qualify inas ~~Financial~~financial ~~Accounting~~instruments ~~Standards~~under ~~Board~~ASC Topic ~~480~~ 820, ~~Distinguishing Liabilities from Equity (~~“~~ASC 480”)~~Fair ~~and~~Value ~~ASC 815,~~Measurements ~~Derivatives~~ and ~~Hedging (“ASC 815~~Disclosures,”~~). The assessment considers~~ ~~whether~~approximates the ~~warrants~~carrying ~~are~~amounts ~~freestanding~~represented ~~financial~~in ~~instruments~~the ~~pursuant~~consolidated tobalance ~~ASC 480,~~sheet. ~~meet~~The ~~the~~fair ~~definition~~values of acash, ~~liability~~other ~~pursuant~~current toassets, accrued ~~ASC 480~~expenses, and ~~whether~~due ~~the~~to ~~warrants~~sponsor ~~meet~~are ~~all~~estimated ofto approximate the ~~requirements~~carrying ~~for~~values ~~equity~~as ~~classification~~of ~~under~~March ~~ASC 815~~31, ~~including~~2024 ~~whether~~and ~~the warrants~~December ~~are~~31, ~~indexed~~2023 due to the ~~Company’s own ordinary shares and whether the warrant holders could potentially require “net~~short ~~cash~~maturities ~~settlement” in a circumstance outside~~ of ~~the~~such ~~Company’s~~instruments. ~~control,~~See ~~among~~Note ~~other~~8 ~~conditions~~ for ~~equity classification. This assessment, which requires~~ the ~~use~~disclosure of ~~professional judgment, is conducted at~~ the ~~time~~Company’s ofassets ~~warrant issuance~~ and asliabilities ofthat ~~each~~were ~~subsequent~~measured ~~quarterly~~at fair ~~period~~value ~~end~~on ~~date~~a ~~while~~recurring ~~the warrants are outstanding~~basis. ~~Consequently, the Company accounts for warrants as equity-classified instruments.~~

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.Warrants

~~Common~~The Company accounts for warrants as either equity-classified ~~Stock~~or ~~Subject~~liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ~~Possible~~ASC 480, ~~Redemption~~meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Consequently, the Company accounts for warrants as equity-classified instruments.

~~The Company~~For ~~accounts~~issued ~~for~~or ~~its~~modified ~~common~~warrants ~~stock subject~~that tomeet ~~possible~~all of ~~redemption in accordance with~~ the ~~guidance~~criteria infor ~~ASC~~equity ~~Topic~~classification, ~~480~~the ~~“Distinguishing Liabilities~~warrants ~~from~~are ~~Equity.”~~required ~~Common stock subject~~ to ~~mandatory~~be ~~redemption~~recorded ~~(if any) are classified~~ as a ~~liability~~component ~~instrument~~of ~~and~~additional ~~are measured~~paid-in capital at ~~fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within~~ the time ~~control~~ of ~~the~~issuance. ~~holder~~For issued or ~~subject~~modified towarrants ~~redemption~~that ~~upon~~do ~~the occurrence of uncertain events~~ not ~~solely~~meet ~~within~~all the ~~Company’s~~criteria ~~control) is~~for ~~classified as temporary~~ equity. ~~At all other times~~classification, ~~common~~the ~~stock~~warrants isare ~~classified as stockholders’ equity. The Company’s~~required ~~common~~to ~~stock~~be ~~features~~recorded ~~certain~~at ~~redemption~~their ~~rights~~initial ~~that~~fair ~~are~~value ~~considered~~on tothe bedate ~~outside~~ of ~~the~~issuance, ~~Company’s control~~ and ~~subject~~each tobalance ~~occurrence of~~sheet ~~uncertain~~date ~~future events~~thereafter. ~~Accordingly,~~Changes ~~common~~in ~~stock~~the ~~subject~~estimated tofair value ~~possible~~of ~~redemption~~the iswarrants ~~presented~~are atrecognized ~~redemption value~~ as ~~temporary~~a ~~equity, outside~~non-cash ofgain ~~the~~or ~~stockholders’~~loss ~~equity~~on ~~section of~~ the ~~Company’s~~statements ~~balance~~of ~~sheets~~operations.

~~The Company~~Common ~~has~~Stock ~~made~~Subject ~~a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital or accumulated deficit if additional paid-in capital equals~~ to ~~zero,~~Possible ~~over an expected 9-month period leading up to a Business Combination. As of September 30, 2023, the Company recorded $ 11,986,633 total accretion of redeemable common stock to redemption value.~~Redemption

13The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

AtThe ~~December~~Company ~~31,~~has ~~2022~~made ~~and~~a ~~September~~policy ~~30,~~election ~~2023,~~in ~~the amounts~~accordance ofwith ~~common~~ASC ~~stock~~480-10-S99-3A and ~~subject~~recognizes tochanges ~~possible~~in redemption ~~reflected~~value in ~~the~~additional ~~balance~~paid-in ~~sheets~~capital ~~are~~or ~~reconciled~~accumulated deficit if additional paid-in capital equals to zero, over an expected 9-month period leading up to a Business Combination. As of March 31, 2024 and December 31, 2023, the ~~following~~Company ~~table:~~recorded $111,076 and $8,920,393 accretion of redeemable common stock to redemption value, respectively.

Gross proceeds	$	52,730,000
Less:
Proceeds allocated to public warrants		(3,532,910	)
Proceeds allocated to public rights		(1,845,550	)
Allocation of offering costs related to redeemable shares		(3,932,347	)
Plus:
Accretion of carrying value to redemption value		3,409,640
Common stock subject to possible redemption - December 31, 2022		46,828,833
Plus:
Accretion of carrying value to redemption value – nine months ended September 30, 2023		8,576,993
Redeemed public stockholders (1)		(35,224,086	)
Common stock subject to possible redemption - September 30, 2023	$	20,181,740

~~(1)~~At ~~Includes~~March ~~$13~~31,~~082~~ 2024 and December 31,~~703~~ ~~payment~~2023 and 2022, the amount of common stock subject to ~~redeemed~~possible ~~public~~redemption ~~stockholders~~reflected ~~which~~in ~~was~~the ~~made~~balance onsheets ~~October~~are 5,reconciled ~~2023.~~in the following table:

Reclassification of Prior Year Presentation

Gross proceeds	$	52,730,000
Less:
Proceeds allocated to public warrants		(3,532,910	)
Proceeds allocated to public rights		(1,845,550	)
Allocation of offering costs related to redeemable shares		(3,932,347	)
Plus:
Accretion of carrying value to redemption value		3,409,640
Common stock subject to possible redemption - December 31, 2022	$	46,828,833
Plus:
Accretion of carrying value to redemption value		8,920,393
Redemption of public stockholders		(46,921,772	)
Common stock subject to possible redemption - December 31, 2023	$	8,827,454
Plus:
Accretion of carrying value to redemption value		111,076
Common stock subject to possible redemption - March 31, 2024	$	8,938,530

~~Certain~~Recent ~~reclassifications~~Accounting have been made between accrued expenses and amount due to a related party, to conform to the current year presentation. The reclassifications did not impact previously reported total current liabilities, total liabilities, the net cash used in operating activities or net cash provided by financing activities.Pronouncements

~~Recent~~In August 2020, the Financial Accounting ~~Pronouncements~~Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 as of January 1, 2024. Adoption of the ASU 2020-06 did not impact the Company’s financial position, results of operations or cash flows.

In ~~August~~December ~~2020~~2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued Accounting Standards Update ~~(“ASU”) 2020~~2023-0609, ~~Debt~~“Income —Taxes ~~Debt with Conversion and Other Options~~ (~~Subtopic~~Topic ~~470-20~~740): ~~and~~Improvements ~~Derivatives~~to ~~and~~Income ~~Hedging~~Tax —Disclosure” ~~Contracts in Entity’s Own Equity~~ (~~Subtopic 815-40) (~~“ASU ~~2020~~2023-0609”) ~~to simplify accounting for certain financial instruments~~. ASU ~~2020~~2023-~~06 eliminates the current models that require separation of beneficial~~09 ~~conversion~~mostly ~~and~~requires, ~~cash~~on ~~conversion~~an ~~features~~annual ~~from~~basis, ~~convertible~~disclosure ~~instruments and simplifies the derivative scope exception guidance pertaining to equity classification~~ of ~~contracts~~specific categories in an entity’s ~~own~~effective ~~equity.~~tax ~~The~~rate ~~new~~reconciliation ~~standard~~and ~~also introduces additional disclosures for convertible~~income ~~debt~~taxes ~~and~~paid ~~freestanding~~disaggregated ~~instruments~~by ~~that are indexed to and settled in an entity’s own equity~~jurisdiction. ~~ASU~~The ~~2020-06~~incremental ~~amends~~disclosures ~~the~~may ~~diluted~~be ~~earnings per~~presented ~~share~~on ~~guidance,~~a ~~including~~prospective ~~the~~or ~~requirement~~retrospective ~~to use the if-converted method for all convertible instruments~~basis. ~~ASU~~The ~~2020-06~~ ASU is effective ~~January~~ ~~1, 2024~~ for ~~the~~fiscal ~~Company~~years ~~and~~beginning ~~should~~after beDecember ~~applied on a full or modified retrospective basis~~15, 2024 with early adoption permitted ~~beginning on January 1, 2021~~. The Company is currently assessing the impact, if any, that ASU ~~2020~~2023-0609 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

~~Note 3 — Initial Public Offering~~14

~~Pursuant~~Note 3 to— ~~its~~Initial IPO on October 4, 2022, the Company sold 5,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Public Units to cover over-allotments, if any. On October 7, 2022, the underwriter partially exercised the over-allotment option and purchased 273,000 Public Units at a price of $10.00 per Public Unit, generating gross proceeds of $2,730,000. Each Public Unit consists of one share of common stock (“Public Share”), one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination. Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The Public Warrants will become exercisable on the later of 30 days following the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.Offering

~~All~~Pursuant ofto its IPO on October 4, 2022, the Company sold 5,~~273~~000,000 ~~Public~~Units ~~Shares~~at ~~sold~~a asprice ~~part~~ of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Public Units into cover over-allotments, if any. On October 7, 2022, the ~~IPO~~underwriter ~~(including~~partially exercised the over-allotment ~~units)~~option ~~contain~~and purchased 273,000 Public Units at a ~~redemption~~price ~~feature~~of ~~which~~$10.00 ~~allows~~per ~~for~~Public ~~the~~Unit, ~~redemption~~generating gross proceeds of ~~such~~$2,730,000. Each Public Unit consists of one share of common stock (“Public Share”), one right (“Public Right”) ~~Shares~~and ifone ~~there~~redeemable iswarrant a(“Public ~~stockholder~~Warrant”). ~~vote~~Each orPublic ~~tender~~Right ~~offer~~will inconvert ~~connection~~into ~~with~~one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination. ~~and~~Each inPublic ~~connection~~Warrant ~~with~~entitles ~~certain~~the ~~amendments~~ holder to ~~the~~purchase ~~Company’s~~one ~~amended~~share ~~and~~of ~~restated~~common ~~certificate~~stock at a price of ~~incorporation~~$11.50 per share, orsubject into ~~connection~~adjustment. ~~with~~The ~~the~~Public ~~Company’s~~Warrants ~~liquidation.~~will Inbecome ~~accordance with~~exercisable on the ~~SEC~~later ~~and~~of ~~its~~30 ~~staff~~days following the completion of the Company’s ~~guidance~~initial onBusiness ~~redeemable~~Combination ~~equity~~or ~~instruments,~~12 ~~which~~months ~~has~~from ~~been~~the ~~codified~~closing inof ~~ASC~~the ~~480-10-S99~~IPO, ~~redemption~~and ~~provisions not~~will ~~solely~~expire ~~within~~five years after the ~~control~~completion of the Company’s ~~require~~initial ~~common~~Business ~~stock~~Combination ~~subject~~or toearlier upon redemption toor ~~be classified outside of permanent equity~~liquidation.

~~The~~All ~~Company’s~~of ~~redeemable~~the ~~common stock is subject to SEC and its staff’s guidance on redeemable equity instruments~~5,273,000 ~~which~~Public ~~has~~Shares ~~been~~sold ~~codified~~as ~~in ASC 480-10-S99. If it is probable~~part ~~that~~of the ~~equity~~Public ~~instrument~~Units ~~will~~in ~~become~~the ~~redeemable,~~IPO ~~the~~(including ~~Company~~over-allotment ~~has~~units) ~~the~~contain ~~option~~a toredemption ~~either~~feature ~~accrete~~which ~~changes~~allows infor the redemption ~~value~~of ~~over~~such ~~the~~Public ~~period~~Shares ~~from~~if ~~the~~there ~~date~~is ofa ~~issuance~~stockholder (vote or ~~from~~tender ~~the~~offer ~~date~~in ~~that~~connection itwith ~~becomes probable that~~ the ~~instrument~~Business ~~will~~Combination ~~become~~and ~~redeemable,~~in ifconnection ~~later)~~with certain amendments to the ~~earliest~~ ~~redemption~~Company’s ~~date~~amended ofand ~~the~~restated ~~instrument~~certificate orof toincorporation, ~~recognize~~or ~~changes~~ in ~~the~~connection ~~redemption~~with ~~value~~the ~~immediately~~Company’s asliquidation. ~~they~~In ~~occur and adjust the carrying~~accordance ~~amount~~with of the ~~instrument~~SEC toand ~~equal~~its ~~the~~staff’s ~~redemption~~guidance ~~value~~on atredeemable ~~the~~equity ~~end~~instruments, ofwhich ~~each reporting period. The Company~~ has ~~made~~been acodified ~~policy election~~ in ~~accordance~~ ~~with~~ ASC 480-10-S99~~-3A~~, ~~and~~redemption ~~recognizes~~provisions not ~~changes~~solely inwithin ~~redemption~~the ~~value~~control inof ~~accumulated~~the ~~deficit~~Company ~~over~~require ancommon ~~expected~~stock ~~9-month~~subject ~~period~~to ~~leading up~~redemption to abe ~~Business~~classified ~~Combination~~outside of permanent equity.

14The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit over an expected 9-month period leading up to a Business Combination.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased 260,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,605,000 in a private placement. Simultaneously with the closing of the over-allotment option, the Company consummated the sale of an additional 8,873 Private Units with the Sponsor at a price of $10.00 per Private Unit, generating total proceeds of $88,725. Each Private Unit consists of one share of common stock (“Private Share”), one right (“Private Right”) and one redeemable warrant (“Private Warrant”). Each Private Right will convert into one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The Private Warrants will be identical to the Public Warrants except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination. The net proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

~~Note 5 — Related Party Transactions~~15

~~Founder~~Note 5 ~~Shares~~— Related Party Transactions

~~On September 25, 2021, the Company issued 1,437,500 shares of common stock to the Initial Stockholders (the “~~Founder Shares~~”) for an aggregated consideration of $25,000, or approximately $0.017 per share.~~

~~The~~On ~~Initial Shareholders have agreed to forfeit up to up to 187~~September 25,~~500~~ ~~Founder Shares to the extent that the underwriters’ over-allotment is not exercised in full~~2021, ~~so that~~ the ~~Initial Stockholders will collectively own 20% of the~~ Company’s issued 1,437,500 ~~and outstanding~~ shares ~~after~~of ~~the~~common ~~IPO~~stock ~~(assuming~~to the Initial Stockholders do ~~not purchase any Public Shares in~~ (the ~~IPO and excluding the Private Units). As a result of the underwriter’s partial exercise of the over-allotment option on October 4, 2022, 119,250 shares of the~~ “Founder Shares”) ~~were forfeited~~ for noan aggregated consideration onof ~~October 7~~$25,000, ~~2022~~or ~~resulting~~approximately in$0.017 ~~1,318,250~~per ~~Founder Shares outstanding after the forfeiture~~share.

The Initial ~~Stockholders~~Shareholders have agreed, ~~subject~~ to ~~certain~~forfeit up ~~limited exceptions, not~~ to ~~transfer~~187,500 ~~assign or sell any of their~~ Founder Shares ~~until, with respect~~ to ~~50% of~~ the ~~Founder~~extent ~~Shares,~~ that the ~~earlier~~underwriters’ ofover-allotment ~~six months~~is ~~after~~not ~~the~~exercised ~~consummation~~in offull, aso ~~Business~~that ~~Combination and~~ the ~~date~~Initial onStockholders will ~~which~~collectively ~~the~~own ~~closing~~20% ~~price~~ of the ~~common stock~~Company’s ~~equals~~issued orand ~~exceeds~~outstanding ~~$12.50~~shares ~~per~~after ~~share~~the IPO (asassuming ~~adjusted~~the ~~for~~Initial ~~stock~~Stockholders ~~splits,~~do ~~stock dividends, reorganizations, recapitalizations and the like)~~not ~~for~~purchase any ~~20 trading days~~Public ~~within~~Shares ain ~~30-trading day~~the ~~period~~IPO ~~commencing after a Business Combination~~ and, ~~with~~excluding ~~respect to~~ the ~~remaining~~ ~~50%~~Private ofUnits). ~~the~~As ~~Founder~~a ~~Shares,~~result ~~until~~of the ~~six months~~underwriter’s ~~after~~partial ~~the~~exercise ~~consummation~~ of athe over-allotment ~~Business~~option ~~Combination,~~on orOctober ~~earlier~~4, ~~in either case~~2022, if119,250 ~~subsequent~~shares toof ~~a Business Combination,~~ the ~~Company~~Founder ~~completes~~Shares awere ~~liquidation,~~forfeited ~~merger,~~for ~~stock~~no ~~exchange~~consideration oron ~~other~~October ~~similar~~7, ~~transaction~~2022 ~~which~~resulting ~~results~~ in ~~all~~1,318,250 ofFounder ~~the~~Shares ~~Company’s~~outstanding ~~stockholders~~after ~~having~~ the ~~right to exchange their shares of common stock for cash, securities or other property~~forfeiture.

~~Promissory~~The ~~Note~~Initial —Stockholders ~~Related~~have ~~Party~~agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

OnDue ~~September 5, 2021, the Sponsor agreed~~ to ~~loan~~Related the Company up to an aggregate amount of $200,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the closing of the IPO. The Company repaid the outstanding balance of $200,000 to the Sponsor on October 7, 2022.Party

The Company received ~~$155,025~~additional ~~from~~funds ~~the~~from ~~Sponsor at~~ the ~~closing~~Sponsor ~~of IPO~~ to finance ~~transaction~~term ~~costs~~extension infees ~~connection~~and ~~with~~working ~~searching~~capital ~~for a target business~~needs. OnAs ~~October 7, 2022, the Sponsor converted the outstanding balance~~ of ~~$155,025 to the Promissory Note. On~~ March 2231, ~~2023,~~2024 ~~June 26, 2023, September 12, 2023~~ and ~~September~~December 2631, 2023, the ~~Sponsor~~amount ~~loaned~~due ~~the~~to related ~~Company~~party ~~$200,000,~~was $~~240~~100,~~000,~~494 ~~$150,000,~~ and $4765,~~227 (collectively “Promissory Notes”)~~726, respectively~~, to be used, in part, for extension deposits~~. ~~Each Promissory Note is unsecured, interest-free and due on the date the Company consummates a business combination.~~

AsPromissory ofNote ~~September~~— ~~30,~~Related ~~2023 and December 31, 2022, $792,252 and $155,025 were outstanding under the Promissory Notes, respectively.~~Party

~~Related~~The ~~Party~~Company ~~Loans~~received $155,025 from the Sponsor at the closing of IPO to finance transaction costs in connection with searching for a target business. On October 7, 2022, the Sponsor converted the outstanding balance of $155,025 to a promissory note (the “2022 Promissory Note”). The 2022 Promissory Note is unsecured, interest-free and due on the earlier of June 29, 2023 (or such later date if the Company extends the time frame to complete a business combination) or the date the Company consummates a business combination.

InOn ~~addition~~March 22, in2023, ~~order~~June to26, ~~finance transaction costs in connection with searching for a target business or consummating an intended initial business combination~~2023, ~~the~~September ~~initial stockholders~~12, ~~officers~~2023, ~~directors~~September ~~or their affiliates may~~26, ~~but~~2023 ~~are~~and ~~not~~October ~~obligated~~26, to2023, ~~loan~~ the ~~Company~~Sponsor ~~funds~~loaned ~~as may be required. In~~ the ~~event~~Company ~~that~~$200,000, ~~the initial~~$240,000, ~~business~~$150,000, ~~combination~~$47,227 ~~does~~and ~~not close~~$145,000 (collectively the ~~Company~~“2023 ~~may~~Promissory ~~use~~Notes”), arespectively, ~~portion of the working capital held outside the Trust Account~~ to ~~repay such loaned amounts, but no proceeds from the Trust Account would~~ be used, ~~for~~in ~~such repayment. Up to $1~~part,~~500,000~~ offor ~~such~~extension ~~loans may be convertible into Private Units at a price of $10~~deposits.00 ~~per~~Each ~~unit~~Promissory atNote ~~the~~is ~~option of the lender. The terms of such related party loans~~unsecured, ~~if any, have not~~ ~~been~~interest-free ~~determined~~ and nodue ~~written~~on ~~agreements~~the ~~exist~~date ~~with~~the ~~respect~~Company toconsummates ~~such~~a ~~loans~~business combination.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, $937,252 ~~the~~was ~~Company~~outstanding ~~had no borrowings~~ under the ~~working~~2022 ~~capital~~and ~~loans~~2023 Promissory Notes.

15Related Party Loans

~~Administrative~~In ~~Services~~addition, ~~Agreement~~in order to finance transaction costs in connection with searching for a target business or consummating an intended initial business combination, the initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The terms of such related party loans, if any, have not been determined and no written agreements exist with respect to such loans.

~~The~~As ~~Company entered into an Administrative Service Agreement, commencing on the effective date~~ of ~~the~~March ~~IPO through the earlier of the Company’s consummation of a Business Combination and its liquidation~~31, to2024 ~~pay the Sponsor a total of $10,000 per month for office space, administrative~~ and support services. The monthly fees will be ceased upon completion of an initial Business Combination or liquidation. For the three and nine months ended September 30, 2023 the Company incurred $30,000 and $90,000, respectively, in fees for these services. The Company accrued $118,387 and $28,387 administrative fees in the accompanying balance sheets as of September 30, 2023 and December 31, ~~2022~~2023, ~~respectively. The~~ the Company ~~did~~had ~~not~~no ~~incur~~borrowings ~~any~~under ~~administrative fees for~~ the ~~three~~working ~~and~~capital ~~nine months ended September 30, 2022~~loans.

~~Note 6 — Commitments and Contingency~~16

~~Registration~~Administrative ~~Rights~~Services Agreement

The ~~holders~~Company ofentered ~~the~~into ~~Founder~~an ~~Shares,~~Administrative ~~Private Units (and~~Service ~~all underlying securities)~~Agreement, ~~and~~commencing ~~any shares that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement signed~~ on the effective date of the IPO. ~~The~~through ~~holders of~~ the ~~majority~~earlier of ~~these securities are entitled to make up to three demands that~~ the Company’s ~~register~~consummation ~~such securities. The holders~~ of ~~the~~a ~~majority~~Business ~~of the Founder Shares~~Combination ~~can~~and ~~elect~~its liquidation, to ~~exercise~~pay ~~these~~the ~~registration~~Sponsor ~~rights~~a attotal ~~any~~of ~~time~~$10,000 ~~commencing~~per ~~three months~~month ~~prior~~for tooffice ~~the~~space, ~~date~~administrative onand ~~which~~support ~~the~~services. ~~Founder~~The ~~Shares~~monthly ~~are~~fees towill be ~~released~~ceased ~~from~~upon ~~escrow.~~completion ~~The holders~~ of aan ~~majority~~initial ofBusiness ~~the~~Combination ~~Private~~or ~~Units and~~liquidation. ~~units~~For ~~issued in payment of working capital loans made to~~ the ~~Company~~three ~~can~~months ~~elect~~ended toMarch ~~exercise~~31, ~~these~~2024 ~~registration~~and ~~rights at any time commencing on~~ 2023, the ~~date that the~~ Company ~~consummates~~incurred ~~a Business Combination. In addition~~$30,000 ~~the~~each ~~holders~~period ~~have~~in ~~certain~~fees ~~“piggy-back”~~for ~~registration~~these ~~rights~~services. ~~with~~As ~~respect to registration statements filed subsequent to the consummation~~ of aMarch ~~Business~~31, ~~Combination.~~2024 ~~The~~and ~~Company~~December ~~will~~31, ~~bear~~2023, ~~the~~total ~~expenses~~accrued ~~incurred in connection with~~expenses-related ~~the~~party ~~filing~~were of$178,387 ~~any~~and ~~such~~$148,387, ~~registration statements~~respectively.

~~Underwriting~~Note 6 ~~Agreement~~— Commitments and Contingencies

~~The~~Registration underwriters were paid a cash underwriting discount of 1.75% of the gross proceeds of the IPO, or $922,775. In addition, the underwriters are entitled to a deferred fee of 4.00% of the gross proceeds of the IPO, or $2,109,200, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.Rights

~~Note~~The holders of the Founder Shares, Private Units 7(and all —underlying ~~Stockholders’~~securities), ~~Equity~~and any shares that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of IPO. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Private Units and units issued in payment of working capital loans made to the Company can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Common~~Underwriting Stock — The Company is authorized to issue 16,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the common stock are entitled to one vote for each share. As of December 31, 2021, there were 1,437,500 shares of common stock issued and outstanding, of which an aggregate of up to 187,500 Founder Shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders do not purchase any Public Shares in the IPO and excluding the Private Units). As a result of the underwriter’s partial exercise of the over-allotment option on October 4, 2022, 119,250 shares of the Founder Shares were forfeited for no consideration on October 7, 2022. As of September 30, 2023 and December 31, 2022, there were 1,662,623 shares of common stock issued and outstanding (excluding 1,913,012 and 5,273,000 shares subject to possible redemption, respectively).Agreement

~~Rights~~The —Company ~~Each~~has ~~holder~~granted ofLadenburg ~~a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination~~Thalmann, ~~even if~~ the representative ~~holder~~ of ~~such right~~the ~~redeemed~~underwriters, ~~all shares held by it in connection with~~ a ~~Business~~45-day ~~Combination.~~option Nofrom ~~fractional~~the ~~shares~~date ~~will be issued upon conversion~~ of ~~the~~ ~~rights.~~this Noprospectus ~~additional consideration will be required~~ to bepurchase ~~paid~~up ~~by a holder of rights in order~~ to ~~receive~~750,000 ~~its~~ additional ~~shares upon~~Units to ~~consummation~~cover ofover-allotments, aif ~~Business Combination~~any, asat the ~~consideration~~IPO ~~related thereto has been included in the Unit purchase~~ price ~~paid~~less ~~for by investors in~~ the ~~Initial~~underwriting ~~Public~~discounts ~~Offering~~and commissions. IfOn ~~the~~October ~~Company~~4, ~~enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity~~2022, the ~~definitive agreement will provide for the holders of rights to receive the same per share consideration~~underwriters ~~the~~partially ~~holders~~exercised of the ~~common stock will receive in the transaction on an as~~over-~~converted~~allotment ~~into~~option ~~common stock basis and each holder of a right will be required~~ to ~~affirmatively~~purchase ~~convert~~273,000 ~~its~~units ~~rights~~which inwas ~~order~~closed toon ~~receive~~October ~~one-tenth~~7, ~~(1/10)~~2022, ofgenerating ~~one~~gross ~~share underlying each right (without~~proceeds ~~paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except~~ to the ~~extent~~Company ~~held by affiliates~~ of ~~the Company)~~$2,730,000.

IfThe ~~the~~underwriters ~~Company~~were ispaid ~~unable to complete~~ a ~~Business~~cash underwriting ~~Combination~~discount ~~within~~of ~~the~~1.75% ~~Combination~~of ~~Period and~~ the ~~Company~~gross ~~liquidates~~proceeds ~~the~~of ~~funds held in~~ the ~~Trust Account~~IPO, ~~holders~~or of$922,775. ~~rights~~In ~~will~~addition, ~~not~~the ~~receive any~~underwriters ofare ~~such~~entitled ~~funds with respect~~ to ~~their~~a ~~rights,~~deferred ~~nor~~fee ~~will~~of ~~they~~4.00% of ~~receive any distribution from~~ the ~~Company’s~~gross ~~assets~~proceeds ~~held outside~~ of the ~~Trust~~IPO, ~~Account~~or ~~with respect to such rights~~$2,109,200, ~~and~~which ~~the rights~~ will ~~expire~~be ~~worthless.~~paid ~~Further,~~upon ~~there are no contractual penalties for failure to deliver securities to~~ the ~~holders~~closing of ~~the rights upon consummation of~~ a Business Combination. ~~Additionally,~~from ~~in no event will~~ the ~~Company be~~amounts ~~required~~held ~~to net cash settle~~ in the ~~rights.~~Trust ~~Accordingly~~Account, ~~holders~~subject ofto the ~~rights~~terms ~~might not receive the shares~~ of ~~common stock underlying~~ the ~~rights~~underwriting agreement.

16Note 7 — Stockholders’ Deficit

~~Warrants~~ Common Stock — ~~Each~~The ~~redeemable~~Company ~~warrant~~is ~~entitles~~authorized ~~the holder thereof~~ to ~~purchase~~issue ~~one~~16,000,000 ~~share~~shares of common stock atwith a ~~price~~par value of $110.500001 per share,. ~~subject~~Holders toof ~~adjustment~~the ascommon ~~described~~stock are entitled into ~~this~~one ~~prospectus.~~vote ~~The~~for ~~warrants~~each ~~will~~share. ~~become~~As ~~exercisable~~of onDecember ~~the~~31, ~~later~~2021, ~~30 days~~there ~~following~~were ~~the~~1,437,500 ~~completion~~shares of ancommon ~~initial~~stock ~~Business~~issued ~~Combination~~ and ~~12 months~~outstanding, ~~from~~of ~~the~~which ~~date~~an aggregate of ~~this~~up ~~prospectus.~~to ~~The Company has agreed that as soon as practicable~~187,500 ~~but~~Founder inShares noare ~~event~~subject ~~later~~to ~~than~~forfeiture ~~15 business days after~~to the ~~closing~~extent ofthat ~~a Business Combination,~~ the ~~Company~~underwriters’ ~~will~~over-allotment ~~use~~is ~~its~~not ~~best~~exercised ~~efforts to file~~in full, ~~and~~so ~~within~~that ~~60 business days~~the ~~following a~~Initial ~~Business~~Stockholders ~~Combination~~will tocollectively ~~have~~own ~~declared~~20% ~~effective,~~of ~~a registration statement covering~~ the ~~common~~Company’s ~~stock~~issued ~~issuable~~and ~~upon~~outstanding ~~exercise~~shares ofafter the ~~warrants. Notwithstanding~~IPO (assuming the ~~foregoing,~~Initial ifStockholders ado ~~registration~~not ~~statement~~purchase ~~covering~~any ~~the~~Public ~~issuance~~Shares ofin the ~~common~~IPO ~~stock~~and ~~issuable~~excluding ~~upon exercise of~~ the ~~Public Warrants~~Private isUnits). ~~not~~As ~~effective within~~ a ~~specified~~result ~~period following the closing~~ of the ~~Company~~underwriter’s ~~initial Business Combination, warrant~~ ~~holders~~partial ~~may,~~exercise ~~until~~of ~~such time as there is an effective registration statement and during any period when~~ the ~~Company~~over-allotment ~~shall~~option ~~have~~on ~~failed to~~October ~~maintain~~4, an2022, ~~effective registration statement~~119,250 ~~exercise~~shares ~~warrants~~of onthe aFounder ~~cashless~~Shares ~~basis~~were ~~pursuant~~forfeited tofor anno ~~available exemption from registration~~consideration ~~under~~on ~~the~~October ~~Securities~~7, ~~Act~~2022. IfAs anof ~~exemption~~March ~~from~~31, ~~registration~~2024 isand ~~not~~December ~~available~~31, ~~holders~~2023, ~~will~~there ~~not~~were be1,662,623 ~~able~~shares ~~to exercise their warrants on a cashless basis. The warrants will expire five years from the closing~~ of ~~the~~common ~~Company’s~~stock ~~initial~~issued ~~Business~~and ~~Combination~~outstanding ~~at 5:00 p.m.,~~(excluding ~~New York~~837,857 ~~City~~shares ~~time~~subject orto ~~earlier~~possible ~~upon~~ redemption).

~~The~~Rights — Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering. If the Company ~~may~~enters ~~redeem~~into a definitive agreement for a Business Combination in which the ~~outstanding~~Company will ~~warrants:~~not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive one-tenth (1/10) of one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

~~● in whole and not in part;~~17

●If atthe Company is unable to complete a ~~price~~Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of $0rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.01 ~~per~~Further, ~~warrant;~~there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. As of March 31, 2024 and December 31, 2023, there were 5,542,373 rights issued and outstanding.

●Warrants — ~~upon~~Each redeemable warrant entitles the holder thereof to purchase one share of common stock at a ~~minimum~~price of 30$11.50 per share, subject to adjustment as described in this prospectus. The warrants will become exercisable on the later 30 days’ ~~prior~~following ~~written~~the ~~notice~~completion of ~~redemption~~an initial Business Combination and 12 months from the date of this prospectus. The Company has agreed that as soon as practicable, ~~which~~but in no event later than 15 business days after the closing of a Business Combination, the Company ~~refers~~will use its best efforts to asfile, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the ~~30-day~~common ~~redemption~~stock issuable upon exercise of the warrants. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the Public Warrants is not effective within a specified period; following the closing of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the closing of the Company’s initial Business Combination at 5:00 p.m., New York City time or earlier upon redemption.

●The ~~if, and only if, the last reported sale price of the~~ Company’s ~~common~~may ~~stock~~redeem ~~equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and~~ the ~~like)~~outstanding ~~for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders.~~warrants:

If● ~~the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described~~ in ~~the~~whole warrant agreement. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and ~~the~~not ~~“fair~~in market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.part;

~~Except~~● ~~as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless~~ at ~~the time~~ a ~~holder~~price ~~seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise~~ of ~~the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants~~$0.01 ~~Under~~per ~~the terms of the~~ warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.;

~~The~~● ~~Private~~upon ~~Warrants~~a ~~have~~minimum ~~terms and provisions that are identical to those~~ of ~~the~~30 ~~warrants~~days’ ~~being~~prior ~~sold~~written asnotice ~~part~~ of ~~the~~redemption, ~~units~~which in the ~~IPO~~Company ~~except~~refers ~~that the Private Warrants will be entitled~~ to ~~registration~~as ~~rights. The Private Warrants (including~~ the ~~common stock issuable upon exercise of the Private Warrants) will not be transferable, assignable or salable until~~ 30 ~~days~~-day ~~after~~redemption ~~the completion of our initial business combination except to permitted transferees.~~period;

17● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders.

~~Note~~If 8the —Company ~~Fair~~calls ~~Value~~the ~~Measurements~~Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:18

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

The ~~following~~Private ~~tables~~Warrants ~~present~~have ~~information~~terms ~~about the~~and ~~Company’s assets~~ provisions that are ~~measured~~identical atto ~~fair~~those ~~value~~of onthe awarrants ~~recurring~~being ~~basis~~sold as part of ~~September~~the ~~30,~~units ~~2023~~in ~~and~~the ~~December~~IPO ~~31,~~except ~~2022~~that ~~and~~the ~~indicate~~Private Warrants will be entitled to registration rights. The Private Warrants (including the ~~fair~~common ~~value~~stock ~~hierarchy~~issuable upon exercise of the ~~valuation~~Private ~~inputs~~Warrants) will not be transferable, assignable or salable until 30 days after the ~~Company~~completion ~~utilized~~of our initial business combination except to ~~determine~~permitted ~~such~~transferees. ~~fair~~As of ~~value~~March 31, 2024 and December 31, 2023, there were 5,542,373 warrants issued and outstanding.

	September 30, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Marketable securities held in Trust Account	$	33,720,333	$	33,720,333	$	—	$	—

Note 8 — Fair Value Measurements

	December 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Marketable securities held in Trust Account	$	53,958,681	$	53,958,681	$	—	$	—

Note 10 — Subsequent Events

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The ~~Company~~following ~~evaluated~~tables ~~subsequent~~present ~~events~~information ~~and transactions~~about ~~that occurred after~~ the ~~balance~~Company’s ~~sheet~~assets ~~date up to the date~~ that ~~the~~are ~~unaudited~~measured ~~condensed~~at ~~financial~~fair ~~statements~~value ~~were issued. Based~~ on ~~the review,~~a asrecurring ~~further~~basis ~~disclosed~~at inMarch ~~the~~31, ~~footnotes~~2024 and ~~except~~December ~~as disclosed below~~31, ~~management~~2023 ~~did~~and ~~not~~indicate ~~identify~~the fair ~~any~~value ~~subsequent~~hierarchy ~~events~~of ~~that~~the ~~would have~~valuation ~~required~~inputs ~~adjustment~~the orCompany ~~disclosure~~utilized into ~~the~~determine ~~unaudited~~such ~~condensed~~fair ~~financial statements~~value.

On October 4, 2023, the Company paid approximately $13,082,703 to redeemed public stockholders.

	March 31, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Marketable securities held in trust account		9,440,722		9,440,722		—		—

On October 26, 2023, the Sponsor loaned the Company $145,000 to be used, in part, for extension deposits and transaction costs related to the Business Combination. The Promissory Note is unsecured, interest-free and due on the date the Company consummates a business combination.19

On October 31, 2023, the Company made a deposit of $63,129 to the Trust Account and extended the date the Company has to consummate an initial business combination from November 3, 2023 to December 3, 2023.

	December 31, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets
Marketable securities held in trust account		9,299,336		9,299,336		—		—

18Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review, management identified the following subsequent event that require disclosure in the financial statements.

The Sponsor made a monthly deposit of $20,000 into the Trust Account from April 2024 to July 2024 and extended the period of time the Company has to consummate an initial Business Combination from May 4, 2024 to August 4, 2024.

On April 23, 2024, Del Mar Global Advisors Limited agreed to loan the Company $900,000, to be used to fund the extension of the Company, transaction costs related to the Business Combination, and other operational expenses of the Company (the “Del Mar Promissory Note”). The Del Mar Promissory Note is unsecured, interest-free and due upon the consummation of the Company’s business combination.

On April 30, 2024, June 4, 2024 and July 3, 2024, the Sponsor loaned the Company $20,000 each time, to be used to fund the extension of the Company. The promissory notes are unsecured, interest-free and due upon the consummation of the Company’s business combination.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Qomolangma Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report, including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the search for an initial business combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in Delaware on May 6, 2021. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses, which we refer to herein as our “initial business combination.” Our efforts to identify a prospective target business are not limited to any particular industry or geographic region, although we intend to pursue target businesses that are strategically significant in the Asian markets and focus on businesses with a total enterprise value of between $300,000,000 and $500,000,000. We intend to utilize cash derived from the proceeds of our initial public offering (“IPO” as defined below) and the private placement of Private Units, our securities, debt or a combination of cash, securities and debt, in effecting our initial business combination.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Recent Developments

In connection with the June Special Meeting, an ~~aggregate~~ aggregate of 2,126,934 shares with redemption value of approximately $22,141,383 (or $10.41 per share) of the Company’s common stock ~~were~~ were tendered for redemption.

On June 29, 2023, the Sponsor made a deposit of $240,000 to the Trust Account and extended the period of time the Company has to consummate an initial Business Combination from July 4, 2023 to October 4, 2023.

On September 12, 2023, the Company held a special meeting of stockholders (the “September Special Meeting”). At the September Special Meeting, the stockholders amended the Company’s Amended and Restated Certificate of Incorporation to allow the Company to undertake an initial business combination with an entity or business, with a physical presence, operation, or other significant ties to China (a “China-based Target”) or which may subject the post-business combination business to the laws, regulations and policies of China (including Hong Kong and Macao), or entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target, on the other side.

In connection with the September Special Meeting, an aggregate of 1,233,054 shares with redemption value of approximately $13,082,703 (or $10.61 per share) of the Company’s common stock were tendered for redemption.

On September 26, 2023 and October 31, 2023, the Sponsor made a deposit of $47,277 (which reflects a reduction of $18,377 previously deposited for the September monthly extension fee as a result of the Company’s public shares redeemed on September 12 and applied to the October monthly extension fee of $65,604) and $63,129, respectively, to the Trust Account and extended the period of time the Company has to consummate an initial Business Combination from October 4, 2023 to December 3, 2023.

On December 7, 2023, the Company held a special meeting of stockholders. At the special meeting, holders of 3,575,635 shares of common stock of the Company were present in person or by proxy, representing 81.18% of the total shares of common stock as of November 15, 2023, the record date for the special meeting, and constituting a quorum for the transaction of business. At the special meeting, the stockholders approved further amendments to our amended and restated certificate of incorporation and Trust Agreement to reduce the amount the Company must deposit into the Trust Account to extend the date on which the trustee must liquidate the trust account established by the Company in connection with the IPO to the lesser of $0.033 per outstanding share and $20,000 for each one-month extension.

On November 29, 2023, the Sponsor made a deposit of $63,129 (which did not reflect a reduction of $38,043 extension fee as a result of the Company’s December 2023 public shares redemption) into the Trust Account and extended the period of time the Company has to consummate an initial Business Combination from December 4, 2023 to January 4, 2024.

The Sponsor made a monthly deposit of $20,000 into the Trust Account from December 2023 to July 2024 and extended the period of time the Company has to consummate an initial Business Combination from January 4, 2024 to August 4, 2024.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities through ~~September~~March 3031, ~~2023~~2024 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.

We expect to generate non-operating income in the form of interest income on investments held in the Trust Account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended September 30, 2023, we had a net loss of $2,739, which consisted of loss from operations of $351,112 derived from general and administrative expenses of $344,212, franchise tax expense of $6,900, and income tax expense of $90,772 offset by interest earned on investments held in the Trust Account of $439,145. For the three months ended September 30, 2022, we had a net income of $5,014, consisted of formation costs and refund of franchise tax payments.22

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, we had a net loss of $373,~~519~~055, which consisted of loss ~~from operations~~ of $1100,~~356,343~~231 derived from general and administrative expenses of $194,~~325,643,~~131 and franchise tax expense of $306,~~700~~100, and income tax expense of $~~342~~24,~~413~~210, offset by interest earned on investments held in the ~~Trust~~ Trust Account of $1121,~~661,237~~386. ~~For the nine months ended September 30, 2022, we had a net loss of $7,271, all of which consisted of formation costs.~~

For the ~~nine~~three months ended ~~September~~March 3031, 2023, we ~~cash~~had ~~balance~~a ~~was~~net ~~decreased~~loss byof $~~149~~224,~~893~~171, which consisted of ~~cash~~loss ~~used~~of in$679,020 ~~operating~~derived ~~activities~~from general and administrative expenses of $~~545~~666,~~322~~320 and ~~financing~~franchise tax ~~activities~~expense of $2112,~~791~~700,~~383 which~~ ~~was~~and ~~primarily~~income ~~used~~tax toexpense ~~pay~~of ~~redeemed public stockholders~~$117,533, offset by ~~cash~~interest ~~provided~~earned byon ~~investing~~investments ~~activities~~held ofin ~~$22,186,812~~the ~~consisting cash drawn from~~ Trust Account toof ~~fund stockholder redemptions and loans from the Sponsor~~$572,382.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2024, cash balance was decreased by $992,~~301~~913, which consisted of cash used in operating activities of $72,~~271 and financing activities of $92,030, respectively~~913.

For the three months ended March 31, 2023, cash balance was decreased by $28,733, which consisted of cash used in operating activities of $274,162, offset by cash provided by investing activities of $45,429 and cash provided by financing activities of $200,000.

Liquidity, Capital Resources and Going Concern

On October 4, 2022, we completed our initial public offering (“IPO”) of 5,000,000 units (the “Public Units”), at $10.00 per Public Unit, generating gross proceeds of $50,000,000. Each Public Unit consisted of one share of common stock, par value $0.0001, one redeemable warrant and one right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. Simultaneously with the closing of the IPO, we completed the sale of 260,500 units (the “Private Units”) in a private placement, at a price of $10.00 per Private Unit, generating gross proceeds of $2,605,000.

We granted the underwriters in the IPO a 45-day option to purchase up to 750,000 additional Public Units to cover over-allotments, if any. On October 4, 2022, the underwriters partially exercised the over-allotment option to purchase 273,000 Units (“Over-Allotment Option Units”) at $10.00 per Unit, which was closed on October 7, 2022 generating total gross proceeds of $2,730,000. On October 7, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private placement of an additional 8,873 Private Units generating gross proceeds of $88,725. Simultaneously with the closing of the IPO, we issued Ladenburg Thalmann & Co., Inc., the underwriter, 75,000 shares of common stock.

Following the IPO and the private placement (including the Over-Allotment Option Units and the Over-Allotment Private Units), a total of $53,520,950 was placed in a trust account located in the United States established for the benefit of the Company’s public stockholders (the “Trust Account”) maintained by American Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations.

We intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts and commissions payable to the underwriters in the IPO in an amount equal to 4.0% of the total gross proceeds raised in the IPO upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of September 30, 2023, the Company had $46,617 of cash held outside its Trust Account and a working capital deficit of $1,812,749 (excluding redeemed common stock payable to public stockholders, income tax and franchise tax payable as redemptions and taxes are paid out of the Trust Account). On March 22, June 26, September 12, September 26 and October 26, 2023, the Sponsor loaned the Company $200,000, $240,000, $150,000, $47,227, and $63,129, respectively, to be used, in part, for extension deposits. As a result of the Sponsor’s deposit of $63,129 to the Trust Account on October 31, 2023, the Company has until December 4, 2023 (unless the Company extends the time to complete a Business Combination) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.23

As of March 31, 2024, the Company had $6,309 of cash held outside its Trust Account and a working capital deficit of $2,981,617. On March 22, 2023, June 26, 2023, September 12, 2023, September 26, 2023 and October 26, 2023, the Sponsor loaned the Company $200,000, $240,000, $150,000, $47,227, and $145,000, respectively, to be used, in part, for extension deposits. As a result of the Sponsor’s deposit of $63,129 each time to the Trust Account on October 31, 2023 and November 29, 2023, and the monthly deposits of $20,000 into the Trust Account from December 2023 to July 2024, the Company has until August 4, 2024 (unless the Company further extends the time to complete a Business Combination) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

The Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional ~~condition~~ condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Promissory Notes – Related Party

The Company received $155,025 from the Sponsor at the closing of IPO to finance transaction costs in connection with searching for a target business. On October 7, 2022, the Sponsor converted the outstanding balance of $155,025 to a promissory note (the “2022 Promissory Note”). On March 22, 2023, June 26, 2023, September 12, 2023, September 26, 2023, and ~~September~~October 26, 2023, the Sponsor loaned the Company $200,000, $240,000, $150,000, ~~and~~ $47,227 and $145,000 (collectively the “2023 Promissory Notes”), respectively, to be used, in part, for extension deposits. Each of the 2023 Promissory ~~Note~~Notes is unsecured, interest-free and due on the date the Company consummates a business combination. As of March ~~September 30~~31, ~~2023~~2024 and December 31, ~~2022~~2023, $~~792~~937,252 ~~and~~was ~~$155,025 were~~ outstanding under the 2022 and 2023 Promissory Notes~~, respectively~~.

Administrative Services Agreement

We have entered into an administrative services agreement pursuant to which we will pay the Sponsor a total of $10,000 per month (subject to deferral as described herein) for office space, utilities, secretarial and administrative support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the three and nine months ended September 30, 2023 the Company incurred $30,000 and $90,000, respectively, in fees for these services. We accrued $118,387 and $28,387 administrative fees in the accompanying balance sheets as of September 30, 2023 and December 31, 2022, respectively.

Registration Rights

The holders of the founder shares, private placement units, and units that may be issued on conversion of working capital loans (and any securities underlying the private placement units and the working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring us to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Pursuant to an underwriting agreement in connection with the IPO, we granted Ladenburg Thalmann, the representative of the underwriters, a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 4, 2022, the underwriters partially exercised the over-allotment option to purchase 273,000 units at an offering price of $10.00 per Unit for an aggregate purchase price of $2,730,000.

The underwriters were paid a cash underwriting discount of 1.75% of the gross proceeds of the IPO, or $922,775. In addition, the underwriters are entitled to a deferred fee of 4.00% of the gross proceeds of the IPO, or $2,109,200, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Critical Accounting ~~Policies~~Estimates

The preparation of ~~unaudited condensed~~ financial statements and related disclosures in conformity with ~~accounting~~U.S. ~~principles~~GAAP ~~generally accepted in the United States of America~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the ~~unaudited condensed~~ financial statements, and income and expenses during the ~~periods~~period reported. Actual results could materially differ from those estimates. We have not identified ~~the following~~ critical accounting ~~policies:~~estimates.

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets. We made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit over an expected 9-month period leading up to a Business Combination.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Consequently, the Company accounts for warrants as equity-classified instruments.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any re-measurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders.

Recent accounting pronouncements

In ~~August~~December ~~2020~~2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued Accounting Standards Update ~~(“ASU”) 2020~~2023-0609, ~~Debt—Debt~~“Income ~~with~~Taxes ~~Conversion and Other Options~~ (~~Subtopic~~Topic ~~470-20~~740): ~~and~~Improvements ~~Derivatives~~to ~~and~~Income ~~Hedging—Contracts~~Tax inDisclosure” ~~Entity’s Own Equity~~ (~~Subtopic 815-40) (~~“ASU ~~2020~~2023-0609”) ~~to simplify accounting for certain financial instruments~~. ASU ~~2020~~2023-~~06 eliminates the current models that require separation of beneficial~~09 ~~conversion~~mostly ~~and~~requires, ~~cash~~on ~~conversion~~an ~~features~~annual ~~from~~basis, ~~convertible~~disclosure ~~instruments and simplifies the derivative scope exception guidance pertaining to equity classification~~ of ~~contracts~~specific categories in an entity’s ~~own~~effective ~~equity.~~tax ~~The~~rate ~~new~~reconciliation ~~standard~~and ~~also introduces additional disclosures for convertible~~income ~~debt~~taxes ~~and~~paid ~~freestanding~~disaggregated ~~instruments~~by ~~that are indexed to and settled in an entity’s own equity~~jurisdiction. ~~ASU~~The ~~2020-06~~incremental ~~amends~~disclosures ~~the~~may ~~diluted~~be ~~earnings per~~presented ~~share~~on ~~guidance,~~a ~~including~~prospective ~~the~~or ~~requirement~~retrospective ~~to use the if-converted method for all convertible instruments~~basis. ~~ASU~~The ~~2020-06~~ ASU is effective ~~January~~ ~~1, 2024~~ for ~~the~~fiscal ~~Company~~years ~~and~~beginning ~~should~~after beDecember ~~applied on a full or modified retrospective basis~~15, 2024 with early adoption permitted ~~beginning on January 1, 2021~~. The Company is currently assessing the impact, if any, that ASU ~~2020~~2023-0609 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to make disclosures under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~chief~~principal executive officer and ~~chief~~principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our ~~chief~~principal executive officer and ~~chief~~principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended ~~September~~March 3031, ~~2023~~2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~September~~March 3031, ~~2023~~2024, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2326

Part II – Other Information

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to make disclosures under this Item. We have provided a comprehensive list of risk factors in the final prospectus for our IPO as filed with the SEC on October 3, 2022, and the Proxy Statements as filed with the SEC on June 13, 2023 and August 21, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On October 4, 2022, we consummated the IPO of 5,000,000 Public Units, each Public Unit consisting of one share of common stock, one redeemable warrant and one right, for $10.00 per Public Unit, generating gross proceeds of $50,000,000. Each warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Each right entitles the holder thereof to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. We had granted the underwriters in the IPO a 45-day option to purchase up to 750,000 additional Public Units to cover over-allotments.

Subsequently, the underwriter partially exercised the over-allotment option in full and, on October 7, 2022, purchased 273,000 Public Units at an offering price of $10.00 per Public Unit for an aggregate purchase price of $2,730,000. The securities in the IPO, including the exercise by the underwriters of the over-allotment option, were registered under the Securities Act on a registration statement on Form S-1 (No. 333-265447). The SEC declared the registration statement effective on September 29, 2022.

On October 4, 2022, simultaneously with the closing of the IPO, we sold an aggregate of 260,500 Private Units in a private placement with the Sponsor, at a price of $10.00 per Private Unit, generating gross proceeds of $2,605,000. The Private Units are identical to the units sold in the IPO, except that (a) the Private Units and underlying securities will not be transferable, assignable or salable until the consummation of our initial business combination, except to permitted transferees, and (b) the private warrants, so long as they are held by the initial purchasers or their permitted transferees, (i) will not be redeemable by us, (ii) may be exercised by the holders on a cashless basis, and (iii) will be entitled to registration rights.

On October 7, 2022, simultaneously with the closing of the exercise of the over-allotment option, we consummated the sale of an additional aggregate of 8,873 Private Units in a private placement to the Sponsor, at a purchase price of $10.00 per Private Unit, generating gross proceeds of $88,725. The Private Units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

A total of $53,520,950 of the net proceeds from the sale of the Public Units in the IPO and the private placement of the Private Units on October 4, 2022 and October 7, 2022 were deposited in a trust account established for the benefit of the Company’s public stockholders at Bank of America, N.A. maintained by American Stock Transfer & Trust Company, acting as trustee.

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3.2		Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
3.3		Bylaws (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
101.INS*		Inline XBRL Instance Document
4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
4.3		Specimen Warrant Certificate(incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
4.4		Specimen Right Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
4.5		Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
4.6		Form of Rights Agreement between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
10.1		Promissory Note, dated as of September 5, 2021 issued to Qomolangma Investments LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
10.2*		Promissory Note, dated as of October 7, 2022 issued to Qomolangma Investments LLC.
10.3*		Promissory Note, dated as of March 22, 2023 issued to Qomolangma Investments LLC.
10.4*		Promissory Note, dated as of June 26, 2023 issued to Qomolangma Investments LLC.
10.5*		Promissory Note, dated as of September 12, 2023 issued to Qomolangma Investments LLC.
10.6*		Promissory Note, dated as of September 26, 2023 issued to Qomolangma Investments LLC.
10.7*		Promissory Note, dated as of October 26, 2023 issued to Qomolangma Investments LLC.
10.8*		Promissory Note, dated as of April 23, 2024 issued to Del Mar Global Advisors Limited.
10.9*		Promissory Note, dated as of April 30, 2024 issued to Qomolangma Investments LLC.
10.10*		Promissory Note, dated as of June 4, 2024 issued to Qomolangma Investments LLC.
10.11		Form of Letter Agreement among the Registrant, and its officers, directors and Qomolangma Investments LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.12		Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.13		Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).

10.14		Subscription Agreement, dated September 25, 2021 between the Registrant and Qomolangma Investments LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.15		Subscription Agreement, dated September 25, 2021 between the Registrant and Jonathan Myers (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.16		Subscription Agreement, dated September 25, 2021 between the Registrant and Hao Shen (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.17		Subscription Agreement, dated September 25, 2021 between the Registrant and Jialuan Ma (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.18		Subscription Agreement, dated September 25, 2021 between the Registrant and Yong Seog Jung (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.19		Subscription Agreement, dated September 25, 2021 between the Registrant and Lin Shi (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.20		Private Placement Units Purchase Agreement between the Registrant and Qomolangma Investments LLC (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.21		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
10.22		Form of Administrative Services Agreement, by and between the Registrant and Qomolangma Investments LLC (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 26, 2022).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

*	Filed herewith.

Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

2529

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	QOMOLANGMA ACQUISITION CORP.
Date: November 13, 2023	By:	/s/ Jonathan P. Myers
Date: July 25, 2024	By:	/s/ Jonathan P. Myers
	Name:	Jonathan P. Myers
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: November 13, 2023	By:	/s/ Hao Shen
Date: July 25, 2024	By:	/s/ Hao Shen
	Name:	Hao Shen
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

2630

Filing Compare · Qomolangma Acquisition Corp.