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xbrli:pure iso4217:USD xbrli:shares utr:Day utr:Month iso4217:USD xbrli:shares STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~Washington,~~FORM ~~D.C. 20549~~ 10-Q

~~10-Q~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~September 1330, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2024

~~For the quarterly period ended June 30, 2024~~OR

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

☐For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period TOfrom ~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~__________ to __________

Four Leaf Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-41646	88-1178935
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
4546 El Camino Real B10 #715,Los Altos, California		94022
(Address of principal executive offices)		(Zip Code)

720-5626

4546 El Camino Real B10 #715,

Los Altos, California

94022

(Address of principal executive offices)

(Zip Code)

~~Not~~Registrant’s ~~Applicable~~telephone number, including area code: (650) 720-5626

~~(Former~~Not ~~name, former address and former fiscal year, if changed since last report)~~ Applicable

~~Securities~~(Former ~~registered~~name, ~~pursuant~~former toaddress ~~Section 12(b)~~and offormer ~~the~~fiscal ~~Act:~~year, if changed since last report)

Title of Each Class:	TradingSymbol:	Name of Each Exchangeon Which Registered:
Units, each consisting of one share of Class A common stock and one redeemable Warrant	FORLU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	FORL	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock for $11.50 per share	FORLW	The Nasdaq Stock Market LLC

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

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 ☐

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock and one redeemable Warrant	FORLU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	FORL	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock for $11.50 per share	FORLW	The Nasdaq Stock Market LLC

~~S-T~~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 ☐

~~non~~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-~~accelerated~~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, 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 ☐

~~t 13~~As of January 14, 2025, 2,722,903 shares of Class A common stock, par value $0.0001 per share, and 1,355,250 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

Table of Contents

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

SIGNATURES		40

		PAGE
PART I. FINANCIAL INFORMATION			1
Item 1.	Unaudited Condensed Financial Statements		1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		32
Item 4.	Controls and Procedures		32
PART II. OTHER INFORMATION			34
Item 1.	Legal Proceedings		34
Item 1A.	Risk Factors		34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		34
Item 3.	Defaults Upon Senior Securities		34
Item 4.	Mine Safety Disclosures		34
Item 5.	Other Information		34
Item 6.	Exhibits		34
SIGNATURES			36

iPART I. FINANCIAL INFORMATION

~~Table~~Item of1. ~~Contents~~Unaudited Condensed Financial Statements

http://www.fourleaf.com/20240630#ChangeInFairValueOfOverallotmentOptionLiabilityhttp://www.fourleaf.com/20240630#ChangeInFairValueOfOverallotmentOptionLiabilityhttp://www.fourleaf.com/20240630#ChangeInFairValueOfOverallotmentOptionLiabilityhttp://www.fourleaf.com/20240630#ChangeInFairValueOfOverallotmentOptionLiabilityFOUR LEAF ACQUISITION CORPORATION

~~PART~~CONDENSED I.BALANCE ~~FINANCIAL INFORMATION~~ SHEETS

Item 1. Unaudited Condensed Financial Statements


	September 30,			December 31,
	2024			2023
	(Unaudited)
ASSETS

Current assets
Cash	$	125,986		$	10,622
Prepaid expenses		52,568			49,842
Total current assets		178,554			60,464
Other assets
Marketable securities held in trust account		29,555,985			58,063,737
Total assets		29,734,539			58,124,201

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accrued offering costs		24,999			97,440
Accounts payable and accrued expenses		403,217			402,663
Due to related party		152,180			62,180
Convertible note - related party		1,800,100			272,000
Deferred credit - operating expenses funded by potential target		191,250			191,250
Excise tax liability		301,944			-
Income taxes payable		273,755			443,990
Total current liabilities		3,147,445			1,469,523
Deferred underwriting fee payable		1,897,350			1,897,350
Total liabilities		5,044,795			3,366,873

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, $0.0001 par value; 26,000,000 shares authorized; 2,668,693 shares at $11.07 redemption value shares issued and outstanding as of September 30, 2024 and 5,421,000 shares at $10.34 redemption value shares issued and outstanding as of December 31, 2023		29,538,303			56,067,420

Stockholders’ deficit
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 26,000,000 shares authorized; 54,210 shares issued and outstanding (excluding 2,668,693 and 5,421,000 shares subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively)		5			5
Class B common stock, $0.0001 par value; 4,000,000 shares authorized; 1,355,250 shares issued and outstanding as of September 30, 2024 and December 31, 2023		136			136
Accumulated deficit		(4,848,700	)		(1,310,233	)
Total stockholders’ deficit		(4,848,559	)		(1,310,092	)
Total liabilities, common stock subject to possible redemption, and stockholders’ deficit	$	29,734,539		$	58,124,201

~~FOUR~~The ~~LEAF~~accompanying ~~ACQUISITION~~notes ~~CORPORATION~~are an integral part of these unaudited condensed financial statements.

~~CONDENSED BALANCE SHEETS~~ 1

	June 30,
	2024			December 31,
	(Unaudited)			2023
ASSETS
Current assets
Cash	$	862		$	10,622
Prepaid expenses		55,500			49,842
Total current assets		56,362			60,464
Other assets
Marketable securities held in trust account		29,414,956			58,063,737
Total assets		29,471,318			58,124,201
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued offering costs		97,440			97,440
Accounts payable and accrued expenses		724,206			402,663
Due to related party		122,180			62,180
Convertible note - related party		1,379,100			272,000
Deferred credit - operating expenses funded by potential target		191,250			191,250
Excise tax liability		301,943			—
Income taxes payable		199,562			443,990
Total current liabilities		3,015,681			1,469,523
Deferred underwriting fee payable		1,897,350			1,897,350
Total liabilities		4,913,031			3,366,873
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, $0.0001 par value; 26,000,000 shares authorized; 2,668,693 shares at $10.88 redemption value shares issued and outstanding as of June 30, 2024 and 5,421,000 shares at $10.34 redemption value shares issued and outstanding as of December 31, 2023		29,036,234			56,067,420
Stockholders’ deficit
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 26,000,000 shares authorized; 54,210 shares issued and outstanding (excluding 2,668,693 and 5,421,000 shares subject to possible redemption as of June 30, 2024 and December 31, 2023, respectively)		5			5
Class B common stock, $0.0001 par value; 4,000,000 shares authorized; 1,355,250 shares issued and outstanding as of June 30, 2024 and December 31, 2023		136			136
Accumulated deficit		(4,478,088	)		(1,310,233	)
Total stockholders’ deficit		(4,477,947	)		(1,310,092	)
Total liabilities, common stock subject to possible redemption, and stockholders’ deficit	$	29,471,318		$	58,124,201

Four Leaf Acquisition Corporation

~~The~~Condensed ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these unaudited condensed financial statements.~~ Operations

1 (Unaudited)

Table of Contents


	For the three months ended						For the nine months ended
	September 30,						September 30,
	2024			2023			2024			2023
Formation and operating costs	$	174,608		$	309,757		$	1,051,053		$	621,276
Loss from operations	$	(174,608	)	$	(309,757	)	$	(1,051,053	)	$	(621,276	)
Other income:
Dividend and interest income		380,258			736,855			1,875,533			1,465,180
Change in fair value of over-allotment liability		-			-			-			134,583
Income before income taxes		205,650			427,098			824,480			978,487
Income tax provision		(74,193	)		(148,797	)		(395,765	)		(289,859	)
Net income	$	131,457		$	278,301		$	428,715		$	688,628

Weighted average shares outstanding of Class A common stock subject to possible redemption		2,668,693			5,421,000			4,366,284			3,950,762

Basic and diluted net income per share, Class A common stock subject to possible redemption (see Note 2)	$	0.03		$	0.04		$	0.07		$	0.13

Weighted average shares outstanding of Class A common stock		54,210			54,210			54,210			39,508

Basic and diluted net income per share, Class A Common Stock (see Note 2)	$	0.03		$	0.04		$	0.07		$	0.13

Weighted average shares outstanding of Class B common stock⁽¹⁾		1,355,250			1,355,250			1,355,250			1,340,071

Basic and diluted net income per share, Class B common stock (see Note 2)	$	0.03		$	0.04		$	0.07		$	0.13

~~Four~~(1) ~~Leaf~~Following ~~Acquisition~~the ~~Corporation~~expiration of the underwriters’ remaining over-allotment option on April 30, 2023, the remaining 139,750 shares of Class B common stock were forfeited (see Notes 5 and 7), resulting in the Sponsor and directors holding 1,355,250 shares of Class B common stock.

~~Condensed~~The ~~Statements~~accompanying notes are an integral part of ~~Operations~~these unaudited condensed financial statements.

~~(Unaudited)~~ 2

	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023
Formation and operating costs	$	424,028		$	253,135		$	876,445		$	311,519
Loss from operations	$	(424,028	)	$	(253,135	)	$	(876,445	)	$	(311,519	)
Other income:
Dividend and interest income		737,335			666,505			1,495,275			728,325
Change in fair value of over-allotment liability		—			173,764			—			134,583
Income before income taxes		313,307			587,134			618,830			551,389
Income tax provision		(146,651	)		(134,023	)		(321,572	)		(141,062	)
Net income	$	166,656		$	453,111		$	297,258		$	410,327
Weighted average shares outstanding of Class A common stock subject to possible redemption		5,027,813			5,421,000			5,224,407			3,203,459
Basic and diluted net income per share, Class A common stock subject to possible redemption (see Note 2)	$	0.03		$	0.07		$	0.04		$	0.09
Weighted average shares outstanding of Class A common stock		54,210			54,210			54,210			32,035
Basic and diluted net income per share, Class A Common Stock (see Note 2)	$	0.03		$	0.07		$	0.04		$	0.09
Weighted average shares outstanding of Class B common stock(1)		1,355,250			1,355,250			1,355,250			1,332,356
Basic and diluted net income per share, Class B common stock (see Note 2)	$	0.03		$	0.07		$	0.04		$	0.09

Four Leaf Acquisition Corporation

~~(1)~~Condensed ~~Following~~Statements ~~the expiration~~ of ~~the~~Changes ~~underwriters’~~in ~~remaining~~Common Stock ~~over-allotment~~Subject ~~option~~to onPossible ~~April~~Redemption ~~30,~~and ~~2023,~~Stockholders’ ~~the~~Equity ~~remaining 139,750 shares of Class B common stock were forfeited~~ (~~see Notes 5 and 7~~Deficit)~~, resulting in the Sponsor and directors holding 1,355,250 shares of Class B common stock.~~

~~The~~For ~~accompanying~~the ~~notes~~Three ~~are~~and anNine ~~integral~~Months ~~part~~Ended ofSeptember ~~these~~30, ~~unaudited~~2024 ~~condensed~~and ~~financial statements.~~ 2023

2 (Unaudited)

Table of Contents


	Common Stock Subject to Possible Redemption							Common Stock									Additional						Total
	Class A						Class A				Class B						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance - December 31, 2023		5,421,000		$	56,067,420			54,210	$	5		1,355,250		$	136		$	-		$	(1,310,233	)	$	(1,310,092	)
Accretion of Class A common stock to redemption value		-			1,439,127			-		-		-			-			-			(1,439,127	)		(1,439,127	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		-			552,520			-		-		-			-			-			(552,520	)		(552,520	)
Accretion of Class A common stock to redemption value due to extension payment		-			542,100			-		-		-			-			-			(542,100	)		(542,100	)
Net income		-			-			-		-		-			-			-			130,602			130,602
Balance - March 31, 2024		5,421,000		$	58,601,167			54,210	$	5		1,355,250		$	136		$	-		$	(3,713,378	)	$	(3,713,237	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		-			554,423			-		-		-			-			-			(554,423	)		(554,423	)
Accretion of Class A common stock to redemption value due to extension payment		-			75,000			-		-		-			-			-			(75,000	)		(75,000	)
Redemptions of Class A common stock subject to possible redemption		(2,752,307	)		(30,194,356	)		-		-		-			-			-			-			-
Excise tax		-			-			-		-		-			-			-			(301,943	)		(301,943	)
Net income		-			-			-		-		-			-			-			166,656			166,656
Balance - June 30, 2024		2,668,693		$	29,036,234			54,210	$	5		1,355,250		$	136		$	-		$	(4,478,088	)	$	(4,477,947	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		-			277,069			-		-		-			-			-			(277,069	)		(277,069	)
Accretion of Class A common stock to redemption value due to extension payments		-			225,000			-		-		-			-			-			(225,000	)		(225,000	)
Net income		-			-			-		-		-			-			-			131,457			131,457
Balance - September 30, 2024		2,668,693		$	29,538,303			54,210	$	5		1,355,250		$	136		$	-		$	(4,848,700	)	$	(4,848,559	)

	Common Stock Subject to Possible Redemption							Common Stock									Additional			Retained Earnings			Total
	Class A						Class A				Class B						Paid-in			(Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit)			Equity
Balance - December 31, 2022		-		$	-			-	$	-		1,495,000	⁽¹⁾	$	150		$	24,850		$	(6,306	)	$	18,694
Issuance of private placement warrants		-			-			-		-		-			-			3,577,000			-			3,577,000
Issuance of Class A common stock, net of issuance costs of $3,928,774		5,421,000			48,928,489			-		-		-			-			-			-			-
Issuance of Public Warrants, net of issuance costs of $90,313		-			-			-		-		-			-			1,127,840			-			1,127,840
Issuance of Representative Shares		-			-			54,210		5		-			-			270,515			-			270,520
Accretion of Class A common stock to redemption value		-			314,307			-		-		-			-			(314,307	)		-			(314,307	)
Net loss		-			-			-		-		-			-			-			(42,784	)		(42,784	)
Balance - March 31, 2023		5,421,000		$	49,242,796			54,210	$	5		1,495,000	⁽¹⁾	$	150		$	4,685,898		$	(49,090	)	$	4,636,963
Accretion of Class A common stock to redemption value		-			2,231,134			-		-		-			-			(2,231,134	)		-			(2,231,134	)
Forfeiture of Class B common stock due to expiration of over-allotment option		-			-			-		-		(139,750)			(14	)		14			-			-
Net income		-			-			-		-		-			-			-			453,111			453,111
Balance - June 30, 2023		5,421,000		$	51,473,930			54,210	$	5		1,355,250		$	136		$	2,454,778		$	404,021		$	2,858,940
Accretion of Class A common stock to redemption value		-			2,286,711			-		-		-			-			(2,286,711	)		-			(2,286,711	)
Net income		-			-			-		-		-			-			-			278,301			278,301
Balance - September 30, 2023		5,421,000		$	53,760,641			54,210	$	5		1,355,250		$	136		$	168,067		$	682,322		$	850,530

~~Four~~(1) ~~Leaf~~Includes ~~Acquisition~~up ~~Corporation~~to 139,750 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Notes 5 and 7).

~~Condensed~~The ~~Statements~~accompanying ofnotes ~~Changes~~are inan ~~Common~~integral ~~Stock~~part ~~Subject~~of tothese ~~Possible~~unaudited ~~Redemption~~condensed ~~and~~financial ~~Stockholders’ Equity (Deficit)~~ statements.

~~For the Three and Six Months Ended June 30, 2024 and 2023~~ 3

~~(Unaudited)~~Four Leaf Acquisition Corporation

	Common Stock Subject to Possible
	Redemption						Common Stock										Additional						Total
	Class A						Class A				Class B						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance - December 31, 2023		5,421,000		$	56,067,420			54,210	$	5		1,355,250		$	136		$	—		$	(1,310,233	)	$	(1,310,092	)
Accretion of Class A common stock to redemption value		—			1,439,127			—		—		—			—			—			(1,439,127	)		(1,439,127	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		—			552,520			—		—		—			—			—			(552,520	)		(552,520	)
Accretion of Class A common stock to redemption value due to extension payment		—			542,100			—		—		—			—			—			(542,100	)		(542,100	)
Net income		—			—			—		—		—			—			—			130,602			130,602
Balance - March 31, 2024		5,421,000		$	58,601,167			54,210	$	5		1,355,250		$	136		$	—		$	(3,713,378	)	$	(3,713,237	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		—			554,423			—		—		—			—			—			(554,423	)		(554,423	)
Accretion of Class A common stock to redemption value due to extension payment		—			75,000			—		—		—			—			—			(75,000	)		(75,000	)
Redemptions of Class A common stock subject to possible redemption		(2,752,307	)		(30,194,356	)		—		—		—			—			—			—			—
Excise tax		—			—			—		—		—			—			—			(301,943	)		(301,943	)
Net income		—			—			—		—		—			—			—			166,656			166,656
Balance - June 30, 2024		2,668,693		$	29,036,234			54,210	$	5		1,355,250		$	136		$	—		$	(4,478,088	)	$	(4,477,947	)
	Common Stock Subject to Possible																			Retained Earnings (Accumulated
	Redemption						Common Stock										Additional						Total
	Class A						Class A				Class B						Paid-in						Stockholders’
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit)			Equity
Balance - December 31, 2022		—		$	—			—	$	—		1,495,000	(1)	$	150		$	24,850		$	(6,306	)	$	18,694
Issuance of private placement warrants		—			—			—		—		—			—			3,577,000			—			3,577,000
Issuance of Class A common stock, net of issuance costs of $3,928,774		5,421,000			48,928,489			—		—		—			—			—			—			—
Issuance of Public Warrants, net of issuance costs of $90,313		—			—			—		—		—			—			1,127,840			—			1,127,840
Issuance of Representative Shares		—			—			54,210		5		—			—			270,515			—			270,520
Accretion of Class A common stock to redemption value		—			314,307			—		—		—			—			(314,307	)		—			(314,307	)
Net loss		—			—			—		—		—			—			—			(42,784	)		(42,784	)
Balance - March 31, 2023		5,421,000		$	49,242,796			54,210	$	5		1,495,000	(1)	$	150		$	4,685,898		$	(49,090	)	$	4,636,963
Accretion of Class A common stock to redemption value		—			2,231,134			—		—		—			—			(2,231,134	)		—			(2,231,134	)
Forfeiture of Class B common stock due to expiration of over-allotment option		—			—			—		—		(139,750	)		(14	)		14			—			—
Net income		—			—			—		—		—			—			—			453,111			453,111
Balance - June 30, 2023		5,421,000		$	51,473,930			54,210	$	5		1,355,250		$	136		$	2,454,778		$	404,021		$	2,858,940

Condensed Statements of Cash Flows

(1Unaudited) ~~Includes up to 139,750 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Notes 5 and 7).~~

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


	For the nine months ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	428,715		$	688,628
Adjustments to reconcile net income to net cash used in operating activities
Dividend and interest income		(1,875,533	)		(1,465,180	)
Loss on change in fair value of overallotment option		-			(134,583	)
Changes in current assets and liabilities
Prepaid expenses		(2,726	)		(26,172	)
Accounts payable and accrued expenses		(71,886	)		316,704
Due to related party		90,000			35,000
Income taxes payable		(170,235	)		289,859
Net cash used in operating activities		(1,601,665	)		(295,744	)

Cash Flows from Investing Activities
Investment of cash into Trust Account		-			(55,836,300	)
Exention payments deposited into Trust Account		(842,100	)		-
Redemption of investments		31,225,385			-
Net cash provided by (used in) investing activities		30,383,285			(55,836,300	)

Cash Flows from Financing Activities:
Proceeds from convertible note - related party		1,528,100			95,000
Redemption of Class A common stock subject to possible redemption		(30,194,356	)		-
Proceeds from promissory note		-			84,000
Repayment of promissory note		-			(395,500	)
Gross proceeds from issuance of public units		-			54,210,000
Proceeds from issuance of Private Warrants		-			3,577,000
Payment of offering costs on Public Units		-			(1,435,184	)
Net cash provided by (used in) financing activities		(28,666,256	)		56,135,316

Net change in cash		115,364			3,272
Cash - beginning of the period		10,622			1,280
Cash - end of the period	$	125,986		$	4,552

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	(566,000	)	$	-

Non-cash investing and financing activities:
Accretion of Class A common stock subject to possible redemption	$	3,665,239		$	4,832,152
Deferred underwriting commissions	$	-		$	1,897,350
Issuance of Representative Shares for services	$	-		$	270,520
Directors’ and officers’ insurance fee paid by potential target	$	-		$	191,250
Offering costs included in accrued offering costs	$	-		$	97,440
Excise tax liability	$	301,944		$	-

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

~~Table of Contents~~4

~~Four~~FOUR ~~Leaf~~LEAF ~~Acquisition~~ACQUISITION ~~Corporation~~ CORPORATION

~~Condensed~~NOTES ~~Statements~~TO ofUNAUDITED ~~Cash~~CONDENSED ~~Flows~~FINANCIAL STATEMENTS

~~(Unaudited)~~NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

	For the six months ended June 30,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	297,258		$	410,327
Adjustments to reconcile net income to net cash used in operating activities
Dividend and interest income		(1,495,275	)		(728,325	)
Loss on change in fair value of overallotment option		—			(134,583	)
Changes in current assets and liabilities
Prepaid expenses		(5,658	)		(50,417	)
Accounts payable and accrued expenses		321,544			246,761
Due to related party		60,000			5,000
Income taxes payable		(244,428	)		141,062
Net cash used in operating activities		(1,066,559	)		(110,175	)
Cash Flows from Investing Activities
Investment of cash into Trust Account		—			(55,836,300	)
Exention payments deposited into Trust Account		(617,100	)		—
Redemption of investments		30,761,155			—
Net cash provided by (used in) investing activities		30,144,055			(55,836,300	)
Cash Flows from Financing Activities:
Proceeds from convertible note - related party		1,107,100			—
Redemption of Class A common stock subject to possible redemption		(30,194,356	)		—
Proceeds from promissory note		—			84,000
Repayment of promissory note		—			(395,500	)
Gross proceeds from issuance of public units		—			54,210,000
Proceeds from issuance of Private Warrants		—			3,577,000
Payment of offering costs on Public Units		—			(1,382,072	)
Net cash provided by (used in) financing activities		(29,087,256	)		56,093,428
Net change in cash		(9,760	)		146,953
Cash - beginning of the period		10,622			1,280
Cash - end of the period	$	862		$	148,233
Non-cash investing and financing activities:
Accretion of Class A common stock subject to possible redemption	$	3,163,170		$	2,545,441
Deferred underwriting commissions	$	—		$	1,897,350
Issuance of Representative Shares for services	$	—		$	270,515
Offering costs included in accrued offering costs	$	—		$	150,552
Excise tax liability	$	301,943		$	—

Nature of Operations

~~The~~Four ~~accompanying~~Leaf ~~notes~~Acquisition ~~are~~Corporation an(the ~~integral~~“Company”) ~~part~~is a blank check company that was incorporated as a Delaware corporation on March 3, 2022 and formed for the purpose of ~~these~~effecting ~~unaudited~~a ~~condensed~~merger, ~~financial~~capital ~~statements~~stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 17, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xiaoyu Dida Interconnect International Limited, a Cayman Islands exempted company (“Xiaoyu Dida”), commonly known as Smart Station.

4As of September 30, 2024, the Company had not commenced any operations. All activity for the period from March 3, 2022 (inception) through September 30, 2024, relates to the Company’s formation and the initial public offering (“IPO”) (as described below), as well as activities necessary to identify a potential target and prepare for a business combination. The Company will not generate any operating revenues until after the completion of its initial business combination. The Company generates non-operating income in the form of dividend and interest income from the proceeds derived from the IPO.

~~Table~~The ofCompany ~~Contents~~has selected December 31 as its fiscal year end. The Company’s sponsor is ALWA Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

~~FOUR~~The ~~LEAF~~registration ~~ACQUISITION~~statement ~~CORPORATION~~for the Company’s IPO was declared effective on March 16, 2023. On March 16, 2023, the Company consummated its IPO of 5,200,000 units (“Units”). On March 17, 2023, the underwriters partially exercised their over-allotment option and purchased 221,000 additional Units. Each Unit consisted of one share of Class A common stock, $0.0001 par value per share (“Class A common stock” or “Public Shares”), and one redeemable warrant exercisable into one share of Class A common stock at an exercise price of $11.50 per share (each a “Public Warrant” and collectively, the “Public Warrants”). The Units were sold at an offering price of $10.00 per Unit and generated total gross proceeds of $54,210,000.

~~NOTES~~Simultaneously TOwith ~~UNAUDITED~~the ~~CONDENSED~~consummation ~~FINANCIAL~~of ~~STATEMENTS~~the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 3,576,900 warrants (each a “Private Placement Warrant” and collectively, with the Public Warrants, the “Warrants”) which were purchased by the Sponsor, at a price of $1.00 per Private Placement Warrant, generating total proceeds of $3,577,000, which is described in Note 4.

~~NOTE~~Transaction costs amounted to $4,019,087 consisting of $2,710,500 of underwriting commissions, $813,150 of which was paid out within three days of the IPO date, the Representative Shares (as defined below), and $1,038,067 –of ~~ORGANIZATION~~other ~~AND~~offering ~~DESCRIPTION~~costs. OFAt ~~BUSINESS~~the IPO date, cash of $974,028 was held outside of the Trust Account (as defined below) and was available for the payment of the Note (as defined below) when necessary (see Note 5), payment of accrued offering costs and for working capital purposes.

~~Nature~~In conjunction with the IPO, the Company issued to the underwriter 54,210 shares of ~~Operations~~Class A common stock for nominal consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation - Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $270,520.

Four Leaf Acquisition Corporation (the “Company”) is a blank check company that was incorporated as a Delaware corporation on March 3, 2022 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company has not selected any specific business combination target. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus its search on companies in the Internet of Things (“IoT”) space or adjacent spaces, that is, physical objects (or groups of objects) with sensors, processing ability, software, and other technologies that connect and exchange data with other devices and systems over the Internet or other communications networks, sometimes called “smart devices.” The Company intends to target companies in both developing markets (e.g., China and India) and the developed markets (e.g., United States and Europe). 5

Following the closing of the IPO, an amount of $55,836,300 (~~unaudited~~$10.30 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination or (b) the redemption of the Company’s Public Shares if the Company is unable to complete its initial business combination in the prescribed time frame, as defined below.

~~non~~The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the initial business combination. However, the Company will only complete a business combination if the post-~~operating~~transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~The~~In connection with any proposed initial business combination, the Company ~~has~~will ~~selected~~either: ~~December 31~~(1) asseek ~~its~~stockholder ~~fiscal~~approval ~~year~~of ~~end.~~such ~~The~~initial ~~Company’s~~business ~~sponsor~~combination isat ~~ALWA~~a ~~Sponsor~~meeting called for such purpose at which stockholders may seek to convert their shares, ~~LLC~~regardless of whether they vote for or against the proposed business combination or do not vote at all, ainto ~~Delaware~~their ~~limited~~pro ~~liability~~rata ~~company~~share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the ~~“Sponsor”~~opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote). for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein.

”If the Company engages in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than a pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company in a tender offer, it will file tender offer documents with the U.S. Securities and Exchange Commission (“~~Public~~SEC”) ~~Shares~~which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

~~Simultaneously~~The ~~with~~Company ~~the~~will ~~consummation~~proceed ofwith ~~the~~a ~~IPO~~business ~~and~~combination ~~the~~if ~~sale of~~ the ~~Units, the~~ Company ~~consummated~~has ~~the~~net ~~private~~tangible ~~placement~~assets ~~(“Private~~of ~~Placement”)~~at ofleast 3$5,~~576~~000,~~900~~001 ~~warrants~~upon ~~(each~~such aconsummation ~~“Private~~of ~~Placement~~a ~~Warrant”~~business ~~and~~combination ~~collectively~~and, if the ~~“Private~~Company ~~Placement~~seeks ~~Warrants”)~~stockholder ~~which were purchased by our Sponsor~~approval, at a ~~price~~majority of ~~$1.00~~the ~~per~~issued ~~Private~~and ~~Placement~~outstanding ~~Warrant,~~shares ~~generating~~voted ~~total~~are ~~proceeds~~voted ofin ~~$3,577,000,~~favor ~~which~~of isthe ~~described~~business ~~in Note 4~~combination.

~~Transaction~~If ~~costs~~a ~~amounted~~stockholder tovote ~~$4,019,087~~is ~~consisting~~not ofrequired ~~$2,710,500~~by oflaw ~~underwriting~~and ~~commissions,~~the ~~$813,150~~Company ofdoes ~~which~~not ~~was~~decide ~~paid~~to ~~out~~hold ~~within~~a ~~three~~stockholder ~~days~~vote offor ~~the~~business ~~IPO~~or ~~date~~other legal reasons, the ~~Representative~~Company ~~Shares (as defined below)~~will, ~~and~~pursuant ~~$1,038,067~~to ofits ~~other~~second ~~offering~~amended ~~costs.~~and Atrestated ~~the~~certificate ~~IPO date, cash~~ of ~~$974~~incorporation,~~028~~ ~~was~~as ~~held~~amended ~~outside of~~ (the ~~Trust~~“Certificate ~~Account~~of ~~(as defined below~~Incorporation”), ~~and~~conduct ~~was available for~~ the ~~payment~~redemptions ofpursuant to the ~~Note~~tender ~~(as~~offer ~~defined~~rules ~~below)~~of ~~when~~the ~~necessary~~SEC ~~(see~~and ~~Note~~file ~~5),~~tender ~~payment~~offer ofdocuments ~~accrued~~with ~~offering~~the ~~costs~~SEC ~~and~~prior ~~for~~to ~~working~~completing ~~capital~~a ~~purposes.~~business combination.

In conjunction with the IPO, the Company issued to the underwriter 54,210 shares of Class A common stock for nominal consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $270,520. 6

~~Following~~If, ~~the~~however, ~~closing~~stockholder approval of the ~~IPO,~~transactions anis ~~amount~~required ofby ~~$55~~law,~~836,300~~ ~~($10.30~~or ~~per Unit) from~~ the ~~net~~Company ~~proceeds~~decides ofto ~~the~~obtain ~~sale~~stockholder ofapproval ~~the~~for ~~Units~~business inor ~~the~~legal ~~IPO~~reasons, ~~and~~ the ~~sale~~Company ofwill ~~the~~offer ~~Private~~to ~~Placement~~redeem ~~Warrants~~shares ~~was~~in ~~placed~~conjunction inwith a ~~trust~~proxy ~~account~~solicitation (pursuant to the ~~“Trust~~proxy ~~Account”)~~rules and not pursuant to bethe ~~invested~~tender inoffer Urules.S. ~~government securities~~Additionally, ~~within~~each ~~the~~public ~~meaning~~stockholder ~~set~~may ~~forth~~elect into ~~Section 2(a)(16)~~redeem their Public Shares irrespective of whether they vote for or against the ~~Investment~~proposed transaction.

5Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO (“Excess Shares”). However, the Company’s stockholders will not be restricted to vote all of their shares (including Excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if the Company completes the initial business combination.

~~Table~~The Company’s Sponsor, officers and directors (collectively, the “Initial Stockholders”) have agreed not to propose any amendment to the Certificate of ~~Contents~~Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a business combination by January 22, 2025 (or June 22, 2025 if the additional extensions options are exercised by the Company) unless the Company provides its public stockholders with the opportunity to convert their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable up to the interest income from the Trust Account, divided by the number of then outstanding Public Shares.

~~2a-7~~Initial Extension of Period to Complete Initial Business Combination

~~Public~~On ~~Shares~~March 19, 2024, the Company initially extended the period to consummate an initial business combination by a period of three months, or until June 22, 2024 (the “Initial Extension”). In connection with the Initial Extension, the Sponsor deposited an aggregate of $542,100 into the Company’s Trust Account, in return for a convertible note (the “Extension Note”), included in the convertible note – related party balance as of September 30, 2024 (see Note 5). If the Company does not consummate a business combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to the extent that there are funds available to the Company outside of the Trust Account. The Initial Extension was the first of the two three-month Extensions permitted under the Company’s governing documents at that time.

~~The~~2024 ~~Company’s~~Special ~~management~~Meeting ~~has broad discretion with respect to the specific application~~ of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at leastStockholders

On June 18, 2024, the Company convened a special meeting of stockholders (the ~~assets~~“2024 ~~held~~Special inMeeting”), at which the ~~Trust~~Company’s ~~Account~~stockholders ~~(excluding~~approved an amendment to the ~~taxes~~Company’s ~~payable~~Certificate onof ~~interest~~Incorporation ~~earned~~to ~~and~~provide ~~less~~the ~~any~~Company’s ~~interest~~Board ~~earned~~of ~~thereon~~Directors ~~that~~with isthe ~~released~~right to extend the period within which to consummate an initial business combination (the “Combination Period”) up to an additional twelve (12) times for ~~taxes~~one (1) atmonth ~~the~~each time offrom ~~the~~June 22, ~~agreement~~2024 to ~~enter~~June 22, 2025 (the “Extension”) (the “2024 Extension Amendment Proposal”). The Company also entered into an amendment (the ~~initial~~“2024 ~~business~~Trust ~~combination~~Amendment” and together with the 2024 Extension Amendment Proposal, the “2024 Charter Amendment Proposals”) to the Trust Agreement. ~~However~~The Trust Amendment, as amended, allows the Company ~~will~~to ~~only~~extend ~~complete~~the aCombination ~~business~~Period ~~combination~~up ifto an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 by depositing into the ~~post~~Trust Account, for each one-~~transaction~~month ~~company~~extension, ~~owns~~$75,000 or(the ~~acquires~~“Extension Payment”).

or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940. 7

In connection with ~~any~~the ~~proposed~~2024 ~~initial~~Charter ~~business~~Amendment ~~combination~~Proposals, the ~~Company~~holders ~~will either: (1) seek stockholder approval~~ of ~~such~~the ~~initial~~Company’s ~~business~~Public ~~combination~~Shares atwere agiven ~~meeting~~the ~~called~~opportunity ~~for such purpose at which stockholders may seek~~ to ~~convert~~redeem their ~~shares,~~Public ~~regardless~~Shares offor ~~whether~~a ~~they~~pro ~~vote~~rata ~~for~~share orof ~~against~~ the ~~proposed~~funds ~~business~~on ~~combination~~deposit orin dothe ~~not~~Trust ~~vote at all~~Account, ~~into~~including ~~their~~any ~~pro~~interest ~~rata~~earned ~~share of the aggregate amount then~~ on ~~deposit in~~ the Trust Account deposits (net of taxes payable), ordivided ~~(2) provide~~by ~~its stockholders with~~ the ~~opportunity~~number toof ~~sell~~then ~~their~~outstanding ~~shares~~Public toShares. ~~the~~Stockholders ~~Company~~holding by2,752,307 ~~means~~Public ofShares aexercised ~~tender~~their ~~offer~~right ~~(and~~to ~~thereby~~redeem ~~avoid~~such ~~the~~shares ~~need~~ for a ~~stockholder vote) for an amount equal to their~~ pro rata ~~share~~portion of the ~~aggregate~~funds ~~amount then on deposit~~ in the Company’s Trust Account. As a result, approximately $30.2 million (~~net~~approximately of$10.97 ~~taxes~~per ~~payable~~share), inwere ~~each~~removed ~~case~~from ~~subject~~the Company’s Trust Account to ~~the~~pay ~~limitations~~such ~~described~~redeeming ~~herein~~stockholders.

IfOn ~~the Company engages in a tender offer~~June 20, ~~such tender offer will be structured so that each stockholder may tender all of his~~2024, ~~her~~the orCompany ~~its~~further ~~shares~~extended ~~rather~~the ~~than~~period ait ~~pro~~has ~~rata portion of his, her or its shares. The decision as~~ to ~~whether~~consummate ~~the~~an ~~Company~~initial ~~will seek stockholder approval of a proposed~~ business combination ~~or will allow stockholders to sell their shares to the Company in a tender offer will be made~~ by ~~the Company, solely in the Company’s discretion, and will be based on~~ a ~~variety~~period of ~~factors~~one ~~such~~month, asor ~~the~~until timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company in a tender offerJuly 22, it2024 ~~will file tender offer documents with~~ (the ~~U.S.~~“First ~~Securities~~2024 ~~and~~Monthly ~~Exchange Commission (“SEC~~Extension”). ~~which~~In ~~will~~connection ~~contain~~with ~~substantially~~ the ~~same~~one-month ~~financial~~extension, ~~and other information about~~ the ~~initial~~Company’s ~~business~~Sponsor ~~combination~~deposited as$75,000 isinto ~~required under~~ the ~~SEC~~Company’s ~~proxy~~Trust ~~rules~~Account.

~~The~~On ~~Company~~July 16, ~~will~~2024, ~~proceed~~the ~~with~~Company afurther ~~business~~extended ~~combination if~~ the ~~Company~~period it has ~~net~~to ~~tangible~~consummate ~~assets~~an ofinitial atbusiness ~~least~~combination ~~$5,000,001~~by ~~upon~~a ~~such~~period ~~consummation~~ of aone ~~business~~month, ~~combination~~or ~~and~~until August 22, if2024 (the ~~Company~~“Second ~~seeks~~2024 ~~stockholder~~Monthly ~~approval,~~Extension”). aIn ~~majority~~connection ofwith the ~~issued~~one-month ~~and~~extension, ~~outstanding~~the ~~shares~~Sponsor ~~voted~~deposited ~~are~~$75,000 ~~voted~~into ~~in favor of~~ the ~~business~~Company’s ~~combination.~~Trust Account.

IfOn aAugust 16, ~~stockholder~~2024, ~~vote~~the isCompany ~~not~~further ~~required~~extended ~~by law and~~ the ~~Company~~period ~~does~~it ~~not~~has ~~decide~~ to ~~hold~~consummate aan ~~stockholder~~initial ~~vote for~~ business orcombination ~~other~~by ~~legal~~a ~~reasons,~~period ~~the~~of ~~Company~~one ~~will~~month, ~~pursuant~~or tountil ~~its second amended and restated certificate of incorporation~~September 22, as2024 ~~amended~~ (the “~~Certificate~~Third of2024 ~~Incorporation~~Monthly Extension”),. ~~conduct~~In ~~the~~connection ~~redemptions~~with ~~pursuant to~~ the ~~tender~~one-month ~~offer~~extension, ~~rules of~~ the ~~SEC~~Sponsor ~~and~~deposited ~~file~~$75,000 ~~tender~~into ~~offer documents with~~ the ~~SEC~~Company’s ~~prior~~Trust ~~to completing a business combination~~Account.

IfOn September 18, ~~however~~2024, ~~stockholder~~the ~~approval~~Company offurther extended the ~~transactions~~period isit ~~required~~has byto ~~law,~~consummate oran ~~the~~initial ~~Company~~business ~~decides~~combination toby ~~obtain~~a ~~stockholder~~period ~~approval~~of ~~for~~one ~~business~~month, or ~~legal~~until ~~reasons~~October 22, 2024 (the ~~Company~~“Fourth ~~will~~2024 ~~offer~~Monthly toExtension”). ~~redeem~~In ~~shares~~connection ~~in conjunction~~ with ~~a proxy solicitation pursuant to~~ the ~~proxy~~one-month ~~rules~~extension, ~~and not pursuant to~~ the ~~tender~~Sponsor ~~offer~~deposited ~~rules. Additionally~~$75,000 ~~each~~into ~~public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against~~ the ~~proposed~~Company’s ~~transaction.~~Trust Account.

~~whom~~On October 17, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until November 22, 2024 (the “Fifth 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

6On November 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until December 22, 2024 (the “Sixth 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

~~Table~~On December 20, 2024, the Company further extended the period it has to consummate an initial business combination by a period of ~~Contents~~one month, or until January 22, 2025 (the “Seventh 2024 Monthly Extension”). In connection with the one month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

~~restricted~~If ~~from~~the ~~redeeming~~Company ~~its~~is ~~shares~~unable ~~with~~to ~~respect~~complete an initial business combination by January 22, 2025 (or June 22, 2025 if the additional extensions are afforded to ~~more~~the ~~than~~Company anunder ~~aggregate~~the terms of ~~15%~~the ofExtension), the ~~shares~~Company ~~sold~~will: in(i) cease all operations except for the ~~IPO~~purpose ~~(“Excess~~of ~~Shares”~~winding up; (ii). ~~However~~as promptly as reasonably possible, but not more than ten business days thereafter, redeem the ~~Company’s~~shares ~~stockholders~~of ~~will~~Class ~~not~~A becommon ~~restricted~~stock subject to ~~vote~~possible ~~all~~redemption, ofat ~~their~~a ~~shares~~per-share (price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including ~~Excess~~interest ~~shares)~~earned ~~for~~on the funds held in the Trust Account (less any income or ~~against~~franchise tax obligations and up to $100,000 of interest to pay dissolution expenses), divided by the ~~initial~~number ~~business~~of ~~combination.~~then ~~Additionally~~outstanding shares of Class A common stock, ~~such~~which ~~stockholders~~redemption will ~~not~~completely extinguish public stockholders’ rights as stockholders (including the right to receive ~~redemption~~further liquidating distributions, ~~with~~if ~~respect~~any); and (iii) as promptly as reasonably possible following such redemption, subject to the ~~Excess~~approval ~~Shares~~of ifthe remaining stockholders and the Company’s ~~completes~~Board of Directors, liquidate and dissolve, subject in each case to the ~~initial~~Company’s ~~business~~obligations ~~combination.~~under Delaware law to provide for claims of creditors and the requirements of other applicable law.

~~per-share~~8

The Company’s Initial ~~Extension~~Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares of ~~Period~~Class B common stock, par value $0.0001 per share (“Founder Shares” or “Class B common stock”) held by them if the Company fails to ~~Complete~~complete its initial business combination within the Combination Period. However, if the Initial ~~Business~~Stockholders acquire Public Shares in or after the IPO date, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a business combination within the prescribed time frame. The underwriter has 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 the Combination Period, and, in 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 the IPO price per Unit ($10.00).

~~non~~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 third party 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 (1) $10.30 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter 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-~~convertible~~party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~2024~~Merger ~~Special Meeting of the Stockholders~~ Agreement

12On December 17, 2024, the Company entered into the Merger Agreement with Xiaoyu Dida, Xiaoyu Dida Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (“Merger Sub 1”), and Xiaoyu Dida (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (“Merger Sub 2”). Upon the closing of the transactions contemplated by the Merger Agreement, (i) Merger Sub 1, will be merged with and into the Company (“Merger 1”), with the Company being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida; and (ii) immediately following the consummation of Merger 1, the Merger 1 Surviving Corporation will be merged with and into Merger Sub 2 (“Merger 2” and, collectively with Merger 1, the “Mergers”), with Merger Sub 2 being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida.

~~one~~The below description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to the actual Merger Agreement, a copy of which is filed with the Current Report on Form 8-~~month~~K filed on December 19, 2024, as Exhibit 2.1.

75Immediately prior to the Merger 1 Effective Time (as defined in the Merger Agreement): (i) each share of the Company’s Class B common stock shall be automatically converted into one share of the Company’s Class A common stock in accordance with the terms of the Company’s Certificate of Incorporation (such automatic conversion,~~000~~ the “Company Class B Conversion”) and each share of Class B common stock shall no longer be outstanding and shall automatically be canceled, and each former holder of Class B common stock shall thereafter cease to have any rights with respect to such shares; and (ii) each Unit, which consists of one share of Class A common stock and one redeemable Public Warrant issued by the Company to purchase shares of Class A common stock at a price of $11.50 per whole share outstanding immediately prior to the Merger 1 Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one share of Class A common stock and one Public Warrant in accordance with the terms of the applicable Units (the “Unit Separation”).

~~2,752,307~~9

30Immediately after giving effect to the Unit Separation and the Four Leaf Class B Conversion, at the Merger 1 Effective Time, each share of Class A common stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than any shares of Class A common stock held by the Company as treasury stock and any shares of Class A common stock subject to redemption) shall automatically be cancelled in exchange for the right to receive, upon delivery of the applicable letter of transmittal (if any), one Class A ordinary share, par value of $0.200005 per share, of Xiaoyu Dida (the “Xiaoyu Dida Class A Ordinary Shares”) (the “Merger Consideration”).

10At the Merger 1 Effective Time, each Warrant outstanding immediately prior to the Merger 1 Effective Time shall cease to be a warrant with respect to the Class A common stock and shall be assumed by Xiaoyu Dida and converted into a Warrant to purchase one Xiaoyu Dida Class A Ordinary Share (each, a “Xiaoyu Dida Warrant”) pursuant to the terms of a warrant assignment, assumption and amendment agreement to be entered into between the Company, Xiaoyu Dida and CST (the “Warrant Assumption Agreement”).97 Each Xiaoyu Dida Warrant shall continue to have and be subject to substantially the same terms as were applicable to the Company’s Warrants in effect immediately prior to the Merger 1 Effective Time under the terms of that certain Warrant Agreement, dated March 16, 2023, by and between the Company and CST, as warrant agent (including any repurchase rights and cashless exercise provisions). At or prior to the Merger 1 Effective Time, Xiaoyu Dida shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Xiaoyu Dida Warrants remain outstanding, a sufficient number of Xiaoyu Dida Class A Ordinary Shares for delivery upon the exercise of Xiaoyu Dida Warrants after the Merger 1 Effective Time.

The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Xiaoyu Dida, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Merger Agreement will terminate at Closing, except for those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things necessary to consummate and expeditiously implement the Mergers.

~~First~~Under ~~2024~~the ~~Monthly~~Merger ~~Extension~~Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) receipt of the Company’s stockholder approval and Xiaoyu Dida stockholder approval; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice (as defined in the Merger Agreement), shall have been made or obtained; (v) the effectiveness of the Registration Statement under the Securities Act; (vi) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (vii) the common stock of Xiaoyu Dida to be issued pursuant to the Merger Agreement being listed or having been approved for listing on Nasdaq; (viii) solely with respect to the Company (A) the representations and warranties of Xiaoyu Dida being true and correct to applicable standards in the Merger Agreement and each of the covenants of Xiaoyu Dida having been performed or complied with in all material respects, and (B) since the date of the Merger Agreement there not having been a material adverse effect on Xiaoyu Dida that is continuing; and (ix) solely with respect to Xiaoyu Dida, (A) the representations and warranties of the Company being true and correct to applicable standards in the Merger Agreement and each of the covenants of the Company having been performed or complied with in all material respects, (B) since the date of the Merger Agreement there not having been a material adverse effect on the Company that is continuing, and (C) the effective resignations of certain directors and executive officers of the Company. The Merger Agreement does not include a minimum cash condition. Because the parties’ obligations to consummate the Merger are subject to the satisfaction or waiver of these, and other, conditions, there is no guarantee that the Merger will be consummated.

~~Second 2024 Monthly Extension~~10

7The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Effective Tim as follows:

~~Table~~ (i) by mutual written consent of ~~Contents~~the Company and Xiaoyu Dida;

If(ii) by either the Company ~~is unable to complete an initial business combination by August 22, 2024 (~~or ~~June~~Xiaoyu ~~22,~~Dida ~~2025~~ if the ~~additional~~Closing ~~extension~~is ~~options~~not ~~are~~consummated ~~exercised~~on byor ~~the~~before ~~Company)~~December 31, ~~the~~2025 ~~Company will:~~ (~~i) cease all operations except for~~ the ~~purpose~~“Outside ~~of winding up; (ii~~Date”) ~~as promptly as reasonably possible~~, ~~but~~provided ~~not~~that ~~more~~the ~~than~~failure ~~ten~~to ~~business~~consummate ~~days~~the ~~thereafter,~~Closing ~~redeem~~by the ~~shares~~Outside ofDate ~~Class~~is Anot ~~common~~due ~~stock subject~~ to ~~possible redemption, at~~ a ~~per-share~~material ~~price,~~breach ~~payable~~by inthe ~~cash,~~party ~~equal~~seeking to ~~the~~terminate ~~aggregate~~and ~~amount~~which ~~then~~such onbreach ~~deposit~~is in the ~~Trust~~proximate ~~Account,~~cause ~~including~~for ~~interest earned on~~ the ~~funds~~conditions ~~held~~to inclose ~~the~~not ~~Trust~~being ~~Account (less any income or franchise tax obligations and up to~~satisfied;

(iii) by either the Company’s or Xiaoyu Dida if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the Closing (subject to a 30-days cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it has breached in any material respect its obligations se forth in the Merger Agreement;

~~10.00~~(iv) by either the Company or Xiaoyu Dida if any Order (as defined in the Merger Agreement) having the effect of prohibiting or preventing the consummation of the Closing shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this shall not be available to a party if such Order was due to such party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement;

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 third party 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 (1v) ~~$10.30 per Public Share or (2)~~ the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by aeither ~~third party who executed a waiver of any and all rights to seek access to~~ the ~~Trust Account and except as to any claims under the~~ Company’s ~~indemnity~~or ofXiaoyu ~~the~~Dida ~~underwriter~~if of the ~~IPO~~CSRC ~~against~~Filing ~~certain~~Notice ~~liabilities,~~has 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 bebeen ~~responsible~~obtained ~~to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors~~ by ~~endeavoring to have all vendors, service providers (except~~ the ~~Company’s~~Outside independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Date;

~~Going~~(vi) by ~~Concern~~either ~~Consideration~~Company or Xiaoyu Dida if Company stockholder approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment or postponement thereof; or

~~862~~(vii) by the Company if Xiaoyu Dida shareholder approval shall not have been obtained by reason of the failure to obtain the required vote at the general meeting duly convened therefor or at any adjournment or postponement thereof.

~~2024~~If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or further obligation under the Merger Agreement.

8Going Concern Consideration

~~Table~~The $125,986 held outside of ~~Contents~~the Trust Account will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these unaudited condensed financial statements, assuming that a business combination is not consummated during that time. Giving effect to the 2024 Charter Amendment Proposals discussed above, the Company has until January 22, 2025 (or June 22, 2025 if the additional extensions are afforded to the Company under the terms of the Extension), to complete an initial business combination, subject to the Company making the required Trust Account deposits. If an initial business combination is not consummated by January 22, 2025 (or June 22, 2025 if the additional extensions are afforded to the Company under the terms of the Extension), there will be a mandatory liquidation and subsequent dissolution of the Company. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs and provide for the required monthly extension Trust Account deposits. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~in-depth~~11

~~Management~~The ~~has~~Company ~~determined~~believes that the ~~liquidity~~proceeds ~~condition,~~raised ~~potential~~in ~~mandatory~~the ~~liquidation~~initial public offering and ~~subsequent~~the ~~dissolution~~funds ~~raises~~potentially ~~substantial~~available ~~doubt~~from ~~about~~loans from the ~~Company’s~~Sponsor ~~ability~~or any of their affiliates will be sufficient to ~~continue~~allow asthe Company to meet the expenditures required for its activities until a ~~going~~business ~~concern~~combination is complete. ~~These~~However, ~~financial~~if ~~statements~~the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do ~~not~~so, ~~include~~the ~~any~~Company ~~adjustments~~may ~~relating~~have insufficient funds available to operate its business prior to the ~~recovery~~initial ofbusiness combination. Moreover, the ~~recorded~~Company ~~assets~~may need to obtain additional financing either to complete the business combination or because the ~~classification~~Company becomes obligated to redeem a significant number of ~~the~~Public ~~liabilities~~Shares ~~that~~upon ~~might~~completion beof ~~necessary~~the ~~should~~business combination, in which case the Company bemay ~~unable~~issue toadditional ~~continue~~securities asor aincur ~~going~~debt ~~concern.~~in connection with such business combination.

~~Risks~~Management has determined that the liquidity condition, potential mandatory liquidation and ~~Uncertainties~~subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Results~~Risks ~~of operations~~ and the Company’s ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the conflict between Russia and Ukraine and the Israel-Hamas war and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine and Israel and Hamas, the U.S. and other countries have imposed sanctions or other restrictive actions which could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Uncertainties

~~Inflation~~Results ~~Reduction~~of ~~Act~~operations and the Company’s ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of ~~2022~~which are beyond its control. The business could be impacted by various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the conflict between Russia and Ukraine and the Israel-Hamas war and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine and Israel and Hamas, the U.S. and other countries have imposed sanctions or other restrictive actions which could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial business combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

~~On August 16, 2022, the~~ Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. 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.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023-2. 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.

9On December 27, 2022, the U.S. Department of the Treasury issued Notice 2023-2 (the “Notice”) as interim guidance until publication of forthcoming proposed regulations on the excise tax. Although the guidance in the Notice does not constitute proposed or final Treasury regulations, taxpayers may generally rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations. Certain of the forthcoming proposed regulations (if issued) could, however, apply retroactively. The Notice generally provides that if a covered corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such covered corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

~~Table of Contents~~12

Because any redemptions of our stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022, the redemptions that take place after that date, including the redemption on June 18, 2024 in connection with the 2024 Special Meeting, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the such redemptions, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it occurs (including redemptions in connection with the Special Meeting), (iii) the nature and amount of any equity issuances, in connection with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (v) legal uncertainties regarding how the excise tax applies to transactions like the business combination (and, if applicable, a complete liquidation and dissolution of the Company) and the content of final and proposed regulations and further guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for the excise tax that may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any funds from the trust account to pay any such excise tax.

On June 18, 2024, the Company’s stockholders redeemed 2,752,307 Class A common stock shares for a total of $30,194,356. The Company evaluated the current status and probability of the excise taxes becoming payable in relation to these redemptions under the guidance in ASC 450, “Contingencies”, and determined that a contingent liability should be calculated and recorded. For the three and nine months ended September 30, 2024 (unaudited), the Company incurred 0 zero and $301,944, respectively, excise tax liability related to the June 18, 2024, redemptions. The excise tax liability totaled $301,944 and $0 as of September 30, 2024 (unaudited), and December 31, 2023, respectively.

~~NOTE~~Franchise 2and –Income ~~SUMMARY~~Tax ~~OF SIGNIFICANT ACCOUNTING POLICIES~~ Withdrawals

~~Basis~~During the three and nine months ended September 30, 2024, the Company withdrew $464,229 and $1,031,029, respectively, of ~~Presentation~~interest and dividend income earned in the Trust Account for payment of the Company’s franchise and income tax liabilities. As of September 30, 2024, $110,268 of the funds were inadvertently used for the payments of general operating expenses. The Company is expected to replenish these amounts via a Working Capital Loan from its Sponsor or another similar type of financing.

~~10-Q~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~S-X~~Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2023, included in the Company’s Form 10-K as filed with the SEC on April 1, 2024. The interim results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

~~Use of Estimates~~ 13

~~The~~Use ~~preparation~~ of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Significant assumptions include the fair value of the Company’s Public Warrants and Representative Shares, at their issuance dates, the valuation of the over-allotment option provided to the underwriters and the excise tax liability in connection with redemption of Class A common stock that occurred at the 2024 Special Meeting. Actual results could differ from those estimates. Estimates

10The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Significant assumptions include the fair value of the Company’s Public Warrants and Representative Shares, at their issuance dates, the valuation of the over-allotment option provided to the underwriters and the excise tax liability in connection with redemption of Class A common stock that occurred at the 2024 Special Meeting. Actual results could differ from those estimates.

~~Table~~Emerging ofGrowth ~~Contents~~Company

~~Emerging~~The ~~Growth~~ Company is an “emerging growth company”, as defined in Section 2(a) of the Securities 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 reporting 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of 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-~~binding~~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 unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~non-emerging~~Net Income Per Share

~~Net~~The ~~Income~~Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net income per share is computed by dividing net income by the weighted average number of outstanding Class A common stock and Class B common stock during the periods presented.

The Company’s ~~complies~~unaudited ~~with~~condensed ~~accounting~~statements ~~and~~of ~~disclosure~~operations ~~requirements~~include a presentation of ~~ASC~~net ~~Topic~~income ~~260,~~per ~~“Earnings~~share ~~Per~~subject ~~Share”~~to ~~(“ASC~~redemption ~~260”).~~in ~~Net~~a manner similar to the two-class method of income per share. isWith ~~computed~~respect byto ~~dividing~~the ~~net~~accretion ~~income~~of bythe Class A common stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the ~~weighted~~Company ~~average~~deemed ~~number~~the fair value of ~~outstanding~~the Class A common stock subject to possible redemption to approximate the contractual redemption value and ~~Class B~~as ~~common~~such, ~~stock~~the ~~during~~accretion has no impact on the ~~periods~~calculation ~~presented.~~of net income per share.

~~two-class~~The Company’s Public Warrants (see Note 3) and Private Placement Warrants, including from the conversion of the Working Capital Loans (see Notes 4 and 6) could, potentially, be exercised or converted into Class A common stock and then share in the earnings of the Company. However, these Warrants were excluded when calculating diluted income per share as the contingencies associated with the Warrants had not been satisfied as of the end of the reporting periods presented. As a result, diluted income per share is the same as basic income per share for the periods presented.

~~480-10-S99-3A,~~14

~~The Company’s Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into Class~~ A ~~common~~reconciliation ~~stock and then share in the earnings~~ of ~~the~~net ~~Company. However, these warrants were excluded when calculating diluted~~ income per share asis ~~the contingencies associated with the warrants had not been satisfied~~ as offollows ~~the~~for ~~end of~~ the ~~reporting~~three ~~periods~~months ~~presented.~~ended ~~As a result~~September 30, ~~diluted income per share is the same as basic income per share for the periods presented.~~ 2024:

A reconciliation of net income per share is as follows for the three months ended June 30, 2024:

Schedule of net income per share
	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	86,024	$	1,747	$	43,686
Weighted average shares outstanding, basic and diluted		2,668,693		54,210		1,355,250
Basic and diluted net income per share	$	0.03	$	0.03	$	0.03

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	130,166	$	1,404	$	35,086
Weighted average shares outstanding, basic and diluted		5,027,813		54,210		1,355,250
Basic and diluted net income per share	$	0.03	$	0.03	$	0.03

A reconciliation of net income per share is as follows for the nine months ended September 30, 2024:

A reconciliation of net income per share is as follows for the six months ended June 30, 2024:

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	324,094	$	4,025	$	100,596
Weighted average shares outstanding, basic and diluted		4,366,284		54,210		1,355,250
Basic and diluted net income per share	$	0.07	$	0.07	$	0.07

11A reconciliation of net income per share is as follows for the three months ended September 30, 2023:

Table of Contents

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	220,874	$	2,209	$	55,218
Weighted average shares outstanding, basic and diluted		5,421,000		54,210		1,355,250
Basic and diluted net income per share	$	0.04	$	0.04	$	0.04

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	234,100	$	2,430	$	60,728
Weighted average shares outstanding, basic and diluted		5,224,407		54,210		1,355,250
Basic and diluted net income per share	$	0.04	$	0.04	$	0.04

A reconciliation of net income per share is as follows for the nine months ended September 30, 2023:

A reconciliation of net income per share is as follows for the three months ended June 30, 2023:

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	510,400	$	5,104	$	173,124
Weighted average shares outstanding, basic and diluted		3,950,762		39,508		1,340,071
Basic and diluted net income per share	$	0.13	$	0.13	$	0.13

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	359,612	$	3,596	$	89,903
Weighted average shares outstanding, basic and diluted		5,421,000		54,210		1,355,250
Basic and diluted net income per share	$	0.07	$	0.07	$	0.07

Marketable Securities Held in Trust Account

AOn ~~reconciliation~~September 30, 2024, the assets held in the Trust Account were substantially held in a treasury trust fund investing in U.S. Treasury Bills and U.S. Treasury Notes. These securities are presented on the unaudited condensed balance sheets at fair value at the end of ~~net~~each reporting period. Earnings on these securities are included in dividend and interest income ~~per~~in ~~share~~the isaccompanying asunaudited ~~follows~~condensed statements of operations and are automatically reinvested. The fair value for ~~the~~these ~~six~~securities ~~months~~is ~~ended~~determined ~~June 30,~~using ~~2023:~~quoted market prices in active markets.

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	287,764	$	2,878	$	119,685
Weighted average shares outstanding, basic and diluted		3,203,459		32,035		1,332,356
Basic and diluted net income per share	$	0.09	$	0.09	$	0.09

Deferred Credit

~~Marketable~~During ~~Securities~~the ~~Held~~year ended December 31, 2023, the Company received a $191,250 unconditional and non-refundable reimbursement for certain general and administrative expenses incurred by the Company from Xiaoyu Dida Interconnect International Limited, an exempt company incorporated in ~~Trust~~the ~~Account~~Cayman Islands with limited liability (“Xiaoyu Dida”), as part of a non-binding letter of intent, which as of September 30, 2024 and December 31, 2023 had not been cancelled. This amount was recorded as a deferred credit associated with a potential business combination in the accompanying condensed balance sheets as of September 30, 2024 and December 31, 2023.

On June 30, 2024, the assets held in the Trust Account were substantially held in a treasury trust fund investing in U.S. Treasury Bills and U.S. Treasury Notes. These securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividend and interest income in the accompanying unaudited condensed statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. 15

OnFair ~~April 19,~~Value ~~2024,~~of ~~the~~Financial ~~Company withdrew $566,800 from the Trust Account to satisfy its income tax obligations. Through June 30, 2024, no funds have been withdrawn to satisfy its Delaware franchise tax obligations.~~ Instruments

~~Deferred~~The ~~Credit~~fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature.

~~non-refundable~~Concentration of Credit Risk

~~de-SPAC~~Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

~~non~~Share-~~binding~~Based Payment Arrangements

~~(unaudited)~~ The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock.

~~Fair~~Costs ~~Value~~equal to these fair values are recognized ratably over the requisite service period based on the number of ~~Financial~~awards ~~Instruments~~that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.

~~The~~Common ~~fair~~Stock ~~value~~Subject of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to ~~their~~Possible ~~short-term nature.~~ Redemption

12The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A 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 are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock sold as part of its IPO features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity and are accreted from the initial carrying amount to the redemption value over the period from the date of issuance to the earliest redemption date of the instrument on a straight-line basis. Subsequent to the IPO date, the accretion also includes the dividend and interest income earned in the Trust Account in excess of income and franchise taxes as well as required deposits to extend the life of the Company, which currently occur on a monthly basis.

~~Table~~The redemption values as of ~~Contents~~September 30, 2024 and December 31, 2023 include $100,000 that can be used to pay any dissolution expenses, should a dissolution event occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the Trust Account, up to $100,000, if and when a dissolution is deemed probable.

~~Concentration~~The reconciliation of ~~Credit~~Class ~~Risk~~A common stock subject to possible redemption as of September 30, 2024 is as follows:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Schedule of Temporary equity
Gross proceeds from sale of Public Units	$	54,210,000
Less: Proceeds allocated to Public Warrants		(1,218,153	)
Less: Proceeds allocated to underwriters’ over-allotment option		(134,584	)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(3,928,774	)
Less: Redemption of Class A common stock		(30,194,356	)
Accretion to redemption value		10,804,170
Class A common stock subject to possible redemption	$	29,538,303

~~Share-Based Payment Arrangements~~ 16

The ~~Company~~reconciliation ~~accounts~~of ~~for~~Class ~~stock~~A ~~awards~~common instock ~~accordance~~subject ~~with~~to ~~ASC~~possible ~~718,~~redemption ~~which~~as ~~requires~~of ~~that~~December 31, ~~all~~2023 ~~equity awards be accounted for at their fair value. Fair value~~ is ~~measured~~as ~~on the grant date and is equal to the underlying value of the stock.~~ follows:

Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.

Gross proceeds from sale of Public Units	$	54,210,000
Less: Proceeds allocated to Public Warrants		(1,218,153	)
Less: Proceeds allocated to underwriters’ over-allotment option		(134,584	)
Less: Issuance costs allocated to Class A common stock subject to possible Redemption		(3,928,774	)
Accretion to redemption value		7,138,931
Class A common stock subject to possible redemption	$	56,067,420

~~Common~~Derivative ~~Stock~~Financial ~~Subject to Possible Redemption~~ Instruments

The Company ~~accounts~~issued ~~for~~Warrants ~~its common stock subject~~ to ~~possible~~its ~~redemption~~investors, inand ~~accordance with~~ the ~~guidance~~over-allotment inoption ~~ASC~~to ~~Topic~~the ~~480, “Distinguishing Liabilities from Equity” (“ASC 480”)~~underwriter. ~~Class A~~The ~~common~~Company ~~stock~~accounts ~~subject~~for tofinancial ~~mandatory~~instruments ~~redemption~~as ~~(if~~either ~~any) are~~ equity-classified asor a liability-classified ~~instrument~~instruments ~~and~~based ~~are~~on ~~measured~~an atassessment ~~fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control~~ of the ~~holder~~specific orterms ~~subject to redemption upon the occurrence~~ of ~~uncertain events not solely within~~ the ~~Company’s~~instruments ~~control)~~and ~~are~~applicable ~~classified~~authoritative asguidance ~~temporary~~in ~~equity.~~ASC At480 ~~all~~and ~~other~~ASC ~~times~~815, ~~common~~“Derivatives ~~stock~~and isHedging” ~~classified~~(“ASC ~~as stockholders’ equity~~815”). The ~~Company’s~~assessment ~~Class A~~considers ~~common~~whether ~~stock~~the ~~sold~~instruments asare ~~part~~freestanding offinancial ~~its~~instruments ~~IPO~~pursuant ~~features certain redemption rights that are considered~~ to beASC ~~outside~~480, ofmeet the ~~Company’s~~definition ~~control~~of ~~and~~a ~~subject~~liability pursuant to ~~the~~ASC ~~occurrence of uncertain future events. Accordingly~~480, ~~Class A~~and ~~common~~meet ~~stock~~all ~~subject~~of tothe ~~possible~~requirements ~~redemption~~for ~~are~~equity ~~classified~~classification asunder ~~temporary~~ASC ~~equity~~815, ~~and~~including ~~are~~whether ~~accreted from~~ the ~~initial~~instruments ~~carrying~~are ~~amount~~indexed to the ~~redemption~~Company’s ~~value~~own ~~over~~stock ~~the~~and ~~period~~whether ~~from~~ the ~~date~~holders of ~~issuance to~~ the ~~earliest~~Warrants ~~redemption~~could ~~date~~potentially ofrequire ~~the~~“net ~~instrument~~cash onsettlement” in a ~~straight-line~~circumstance ~~basis.~~outside ~~Subsequent~~of to the ~~IPO~~Company’s ~~date~~control, ~~the~~among ~~accretion~~other ~~also~~conditions ~~includes~~for ~~the~~equity ~~dividend and interest income earned in the Trust Account in excess of income and franchise taxes~~classification.

~~The~~At ~~redemption~~the ~~values~~IPO ~~as of June 30~~date, ~~2024~~the ~~and~~Public ~~December 31,~~Warrants ~~2023~~(see ~~include~~Note ~~$100,000~~3) ~~that~~and ~~can~~Private bePlacement ~~used~~Warrants to(see ~~pay~~Note ~~any~~4) ~~dissolution~~were ~~expenses,~~accounted ~~should~~for aas ~~dissolution~~equity ~~event~~instruments ~~occur.~~as ~~The~~they ~~redemption~~meet ~~value~~all of the ~~Class A~~requirements ~~common~~for ~~stock~~equity ~~subject~~classification tounder ~~possible~~ASC ~~redemption~~815 ~~will~~based beon ~~reduced~~current byexpected ~~the~~terms, ~~estimated~~which ~~dissolution~~are ~~expenses~~subject to bechange. ~~paid~~The ~~from~~over-allotment ~~the~~option ~~interest~~was ~~earned~~accounted infor ~~the~~as ~~Trust~~a ~~Account,~~liability upunder toASC ~~$100~~480,~~000,~~ ifas ~~and~~it ~~when~~is aan ~~dissolution~~option isexercisable ~~deemed~~into ~~probable.~~redeemable shares.

~~(unaudited)~~ Fair Value Measurements

Gross proceeds from sale of Public Units	$	54,210,000
Less: Proceeds allocated to Public Warrants		(1,218,153	)
Less: Proceeds allocated to underwriters’ over-allotment option		(134,584	)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(3,928,774	)
Less: Redemption of Class A common stock		(30,194,356	)
Accretion to redemption value		10,302,101
Class A common stock subject to possible redemption	$	29,036,234

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

13● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Table~~In some circumstances, the inputs used to measure fair value might be categorized within different levels of ~~Contents~~the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~The~~As ~~reconciliation~~ of ~~Class~~September A30, ~~common~~2024 ~~stock~~and ~~subject~~December 31, to2023, ~~possible~~the ~~redemption~~Company asheld ofLevel ~~December 31~~1 financial instruments, ~~2023~~which isare asthe ~~follows:~~Company’s marketable securities held in the Trust Account.

Gross proceeds from sale of Public Units	$	54,210,000
Less: Proceeds allocated to Public Warrants		(1,218,153	)
Less: Proceeds allocated to underwriters’ over-allotment option		(134,584	)
Less: Issuance costs allocated to Class A common stock subject to possible Redemption		(3,928,774	)
Accretion to redemption value		7,138,931
Class A common stock subject to possible redemption	$	56,067,420

~~Derivative~~The ~~Financial~~over-allotment ~~Instruments~~option expired on April 30, 2023.The fair value of the over-allotment option was $134,583 and zero 0 at the IPO date and April 30, 2023, respectively. There was no change in the over-allotment option for the three months ended September 30, 2024 and 2023. The change in the over-allotment option was zero 0 and ($134,583) for the nine months ended September 30, 2024 and September 30, 2023, respectively, which is included in other income in the accompanying unaudited condensed statements of operations. Prior to the over-allotment option’s expiration, it was considered to be a recurring Level 3 fair value measurement.

The ~~Company~~Representative ~~issued~~Shares ~~warrants~~were tovalued ~~its~~at ~~investors, and~~ the ~~over-allotment~~IPO ~~option~~date tousing the ~~underwriter.~~fair ~~The~~value ~~Company~~of ~~accounts~~the ~~for~~Class ~~financial~~A ~~instruments~~common asstock, ~~either~~adjusted ~~equity-classified~~for or50% ~~liability-classified~~probability ~~instruments based on an assessment~~ of ~~the~~consummation ~~specific terms~~ of the ~~instruments~~business ~~and~~combination ~~applicable authoritative guidance in ASC 480~~ and ~~ASC~~a ~~815,~~discount ~~“Derivatives~~for ~~and~~lack ~~Hedging”~~of ~~(“ASC 815”)~~marketability. The ~~assessment~~Public ~~considers~~Warrants ~~whether~~were ~~the~~valued ~~instruments~~at ~~are freestanding financial instruments pursuant to ASC 480, meet~~ the ~~definition~~IPO ofdate using a ~~liability~~Monte ~~pursuant~~Carlo tosimulation ~~ASC~~based ~~480,~~on ~~and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company~~management’s ~~own~~assumption ~~stock~~incorporating ~~and~~50% ~~whether~~probability ~~the holders~~ of ~~the~~completing ~~warrants~~a ~~could~~successful ~~potentially~~business ~~require~~combination. ~~“net~~These ~~cash~~estimates ~~settlement”~~at inthe aIPO ~~circumstance~~date ~~outside~~were ofconsidered ~~the~~to ~~Company’s~~be ~~control,~~non-recurring ~~among~~Level ~~other~~3 ~~conditions~~fair ~~for~~value ~~equity classification~~measurements.

AtWorking ~~the~~Capital IPO date, the Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. The over-allotment option was accounted for as a liability under ASC 480, as it is an option exercisable into redeemable shares. Loans

~~Fair~~The ~~Value~~Working ~~Measurements~~Capital Loans (Note 5) are issued in the form of convertible notes, with the embedded feature to convert the Working Capital Loans into Private Placement Warrants at a price of $1.00 per warrant (the “Embedded Feature”). Given that the Embedded Feature is indexed to the Company’s common stock which is classified as equity, the Embedded Feature does not require the Company to settle the obligation in cash, the Embedded Feature does not contain a beneficial conversion feature, and the Embedded Feature does not include a significant premium, the Embedded Feature is not required to be accounted for separately.

~~Fair~~Income value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Taxes

•The ~~Level~~Company 1adopted ASC 740, ~~defined~~“Income asTaxes” ~~observable~~(“ASC ~~inputs~~740”), ~~such~~at asits ~~quoted~~inception. ~~prices~~Under ~~(unadjusted)~~ASC 740, deferred tax assets and liabilities are recognized for ~~identical~~the ~~instruments~~future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in ~~active~~the ~~markets;~~years in which those temporary differences are expected to be recovered or settled.

•The ~~Level~~effect 2,on ~~defined~~deferred astax ~~inputs~~assets ~~other~~and ~~than~~liabilities ~~quoted~~of ~~prices~~a change in ~~active~~tax ~~markets~~rates is recognized in income in the period that ~~are~~includes ~~either~~the ~~directly~~enactment ordate. ~~indirectly~~Deferred ~~observable~~income ~~such~~tax asexpense ~~quoted~~represents ~~prices~~the ~~for~~change ~~similar~~during ~~instruments~~the period in ~~active~~the ~~markets~~deferred ortax ~~quoted~~assets ~~prices~~and ~~for~~deferred ~~identical~~tax orliabilities. ~~similar~~Deferred ~~instruments~~tax assets are reduced by a valuation allowance when, in ~~markets~~the opinion of management, it is more likely than not that ~~are~~some portion or all of the deferred tax assets will not ~~active;~~be ~~and~~realized.

•The ~~Level~~Company 3,recognizes ~~defined~~the astax ~~unobservable~~benefits ~~inputs~~of inuncertain ~~which~~tax ~~little~~positions oronly nowhen ~~market~~the ~~data~~positions ~~exists~~are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, ~~therefore~~if ~~requiring~~any, anapplies ~~entity~~for each jurisdiction where the Company is subject to ~~develop~~income ~~its~~taxes ~~own~~on ~~assumptions~~the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, ~~such~~judgement, and uncertainty. Tax laws and regulations themselves are subject to change as ~~valuations~~a ~~derived~~result ~~from~~of ~~valuation~~changes ~~techniques~~in fiscal policy, changes in ~~which~~legislation, ~~one~~the orevolution ~~more~~of ~~significant~~regulations, ~~inputs~~and orcourt ~~significant~~rulings. ~~value~~Therefore, ~~drivers~~the ~~are~~actual ~~unobservable~~liability of the various jurisdictions may be materially different from management’s estimate. As of September 30, 2024 and December 31, 2023, the Company has not recorded any amounts related to uncertain tax positions.

InRecent ~~some~~Accounting circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Standards

14In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, but allows for early adoption. The Company adopted ASU 2020-06 on January 1, 2024 which had no impact on its financial statements.

~~Table of Contents~~18

AsIn ~~of June~~December 302023, ~~2024~~the ~~and~~FASB ~~December 31,~~issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” ~~the~~that ~~Company~~addresses ~~held~~requests ~~Level 1~~for improved income tax disclosures from investors that use the financial ~~instruments,~~statements ~~which~~to ~~are~~make capital allocation decisions. Public entities must adopt the ~~Company’s~~new ~~marketable~~guidance ~~securities~~for ~~held~~fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the ~~Trust~~financial ~~Account~~statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.

~~change~~Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements.

~~over-allotment~~NOTE ~~option~~3 – INITIAL PUBLIC OFFERING

~~change~~On March 16, 2023, the Company sold 5,200,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable 30 days after the completion of the initial business combination and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation (see Note 7). In connection with the IPO, the Company also granted the underwriters a 45-day option to purchase an additional 780,000 Units at the IPO price.

On March 17, 2023, the underwriters exercised their option to purchase 221,000 additional Units for the total amount of $2,210,000. The remaining over-allotment option for 559,000 Units expired on April 30, 2023.

~~non-recurring~~NOTE 4 – PRIVATE PLACEMENT

~~Working~~On ~~Capital~~March 16, ~~Loans~~2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500.

~~The~~On ~~Working~~March 17, ~~Capital~~2023, ~~Loans (Note 5) are issued in~~ the ~~form~~underwriters ofpartially ~~convertible~~exercised ~~notes,~~their ~~with~~over-allotment ~~the~~option ~~embedded~~resulting ~~feature~~in ~~to convert~~ the ~~Working~~Company ~~Capital~~issuing ~~Loans~~127,400 ~~into~~ Private Placement Warrants, atgenerating aan ~~price~~additional of $~~1.00 per warrant (the “Embedded Feature”). Given that the Embedded Feature is indexed to the Company’s common stock which is classified as equity~~127, ~~the~~500 ~~Embedded Feature does not require the Company to settle the obligation~~ in ~~cash,~~gross the Embedded Feature does not contain a beneficial conversion feature, and the Embedded Feature does not include a significant premium, the Embedded Feature is not required to be accounted for separatelyproceeds.

~~Income~~Each ~~Taxes~~Private Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the Private Placement of the Private Placement Warrants funded the Trust Account, IPO issuance costs and as well as the operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private Placement Warrants will be worthless (see Note 7).

~~The~~NOTE ~~Company~~5 ~~adopted~~– ~~ASC~~RELATED ~~740,~~PARTY “Income Taxes” (“ASC 740”), at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, 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 settled. TRANSACTIONS

~~The~~Founder effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Shares

~~Recent~~In ~~Accounting~~May 2022, ~~Standards~~the Sponsor paid $25,000, or approximately $0.011 per share, to cover certain offering costs in consideration for 2,156,250 shares of Class B common stock. On May 10, 2022, the Sponsor surrendered 287,500 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 1,868,750 Founder Shares. On August 26, 2022, the Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla and Stephen Markscheid, each of which are members of the Company’s Board of Directors (Note 8). The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s Board of Directors through the closing of such initial business combination. On March 16, 2023, the Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in the Sponsor and directors holding an aggregate of 1,495,000 Founder Shares. Up to 195,000 of the Founder Shares were subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration date on April 30, 2023.

~~2020-06,~~19

~~470~~On March 17, 2023, upon the partial exercise their over-~~20)~~allotment option by the underwriters, the forfeiture lapsed for 55,250 Founder Shares. Following the expiration of the underwriters’ remaining over- allotment option on April 30, 2023, the remaining 139,750 Founder Shares were forfeited, resulting in the Sponsor and directors holding an aggregate of 1,355,250 Founder Shares.

~~815-40):~~Private Placement

~~2020-06~~On March 16, 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500.

15On March 17, 2023, the underwriters partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement Warrants, generating an additional $127,500 in gross proceeds.

~~Table~~Each Private Placement Warrant entitles the holder to purchase one share of ~~Contents~~Class A common stock, subject to adjustment. The proceeds from the Private Placement of the Private Placement Warrants funded the trust account, IPO issuance costs and the operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private Placement Warrants will be worthless (see Note 7).

~~2023-09~~Working Capital Loans

~~Management~~In ~~does~~order ~~not~~to ~~believe~~finance ~~that~~transaction ~~any~~costs ~~additional~~in ~~recently~~connection ~~issued~~with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not ~~yet~~obligated ~~effective~~to, ~~accounting~~loan ~~standards~~the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, ifthe ~~currently~~Company ~~adopted~~will repay the Working Capital Loans. Up to $2,000,000 ~~would~~of ~~have~~such loans may be converted into warrants, at a ~~material~~price ~~impact~~of on$1.00 per warrant at the option of the lender, upon consummation of the Company’s ~~unaudited~~initial ~~condensed~~business ~~financial~~combination. ~~statements~~In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

~~NOTE~~During 3the three months ended September 30, 2024, the Company received from the Sponsor $421,000 in Working Capital Loans, of which $225,000 was to fund the Second, Third, and Fourth 2024 Monthly Extensions. During the nine months ended September 30, 2024, the Company received from the Sponsor $1,528,100 in Working Capital Loans, of which $686,000 was utilized for working capital needs, $542,100 was utilized to fund the Initial Extension and $300,000 was utilized to fund the First 2024 Monthly Extension, Second 2024 Monthly Extension, Third 2024 Monthly Extension and Fourth 2024 Monthly Extension. The Working Capital Loans are to be repaid upon the consummation of a business combination, without interest, or, at the lender’s option, up to $2,000,000 of the outstanding Working Capital Loans are convertible into Private Placement Warrants at a price of $1.00 per warrant. As of September 30, 2024 and December 31, 2023, the Company had $1,800,100 and $272,000, respectively, of outstanding Working Capital Loans from the Sponsor, included in Convertible note – ~~INITIAL~~related ~~PUBLIC~~party ~~OFFERING~~in the accompanying unaudited condensed balance sheets.

~~45-day~~Administrative Support Agreement

On March 1722, 2023, the ~~underwriters~~Company ~~exercised~~entered ~~their~~into ~~option~~the toadministrative ~~purchase~~support ~~221~~agreement under which it pays the Sponsor a total of $10,000 ~~additional~~per ~~Units~~month, up until the completion of the Company’s initial business combination or liquidation, for secretarial and administrative services. The Company’s expenses related to the ~~total~~administrative ~~amount~~support ofagreement were $230,~~210~~000 and $90,000 for the three and nine months ended September 30, 2024, respectively. The ~~remaining~~Company’s ~~over-allotment~~expenses ~~option~~related ~~for~~to ~~559~~the administrative support agreement were $30,000 ~~Units~~and ~~expired~~$60,000 onfor ~~April~~the three and nine months ended September 30, 2023, respectively. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2024 and December 31, 2023, $152,180 and $62,180, respectively, of amounts due to the Sponsor under the Administrative Support Agreement remain unpaid, and are included in Due to Related Party on the condensed balance sheets.

~~NOTE 4 – PRIVATE PLACEMENT~~ 20

OnNOTE ~~March 16,~~6 ~~2023,~~– inCOMMITMENTS ~~the~~AND private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants (each a “Private Placement Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500. CONTINGENCIES

OnRegistration March 17, 2023, the underwriters partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement Warrants, generating an additional $127,500 in gross proceeds. Rights

~~Each~~The holders of the Founder Shares, Private Placement ~~Warrant~~Warrants, ~~entitles~~warrants ~~the~~that ~~holder~~may tobe ~~purchase~~issued ~~one~~upon ~~share~~conversion of Working Capital Loans (see Note 5), any shares of Class A common stock, ~~subject~~issuable toupon ~~adjustment.~~the ~~The~~exercise ~~proceeds~~of ~~from~~ the Private Placement Warrants and warrants that may be issued upon conversion of the ~~Private~~Working ~~Placement~~Capital ~~Warrants~~Loans ~~funded~~and Class A issuable upon conversion of the ~~Trust~~Founder ~~Account~~Shares, ~~IPO~~are ~~issuance~~entitled ~~costs~~to ~~and~~registration ~~will~~rights ~~fund~~pursuant ~~the~~to ~~future~~a ~~operations~~registration ~~prior~~rights toagreement signed at the ~~business~~effective ~~combination.~~date Ifof the ~~Company~~IPO, ~~does~~requiring ~~not~~the ~~complete~~Company anto ~~initial~~register ~~business~~such ~~combination~~securities ~~within~~for resale (in the ~~Combination~~case ~~Period,~~of the ~~remaining~~Founder ~~proceeds~~Shares, only after ~~payments~~conversion ~~from~~to ~~the~~Class ~~sale~~A common stock). The holders of the ~~Private~~majority ~~Placement~~of ~~Warrants~~these securities are entitled to make up to three demands, ~~will~~excluding beshort ~~included~~form indemands, that the ~~liquidating~~Company ~~distribution~~register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the ~~public~~completion ~~stockholders~~of the initial business combination and ~~the~~rights ~~Private~~to ~~Placement~~require ~~Warrants~~us ~~will~~to beregister ~~worthless~~for ~~(see~~resale ~~Note~~such 7)securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities.

~~NOTE~~Underwriting ~~5 – RELATED PARTY TRANSACTIONS~~ Agreement

~~Founder~~The ~~Shares~~underwriter received a fee of $0.15 per unit, or $813,150 in the aggregate at the closing of the IPO. In addition, $0.35 per share, or $1,897,350 in the aggregate will be payable to the underwriter for deferred underwriting commissions solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

In ~~May 2022~~addition, ~~the Sponsor paid $25,000, or approximately $0.011 per share, to cover certain offering costs~~ in ~~consideration~~conjunction ~~for~~with ~~2,156,250 shares of Class B common stock, par value $0.0001 (~~the ~~“Founder Shares” or “Class B common stock”). On May 10~~IPO, ~~2022,~~ the ~~Sponsor~~Company ~~surrendered~~issued ~~287,500~~to ~~Founder Shares, for no consideration, resulting in~~ the ~~Sponsor~~underwriter ~~and directors continuing to hold 1~~54,~~868,750~~210 ~~Founder~~Representative Shares. OnThe ~~August 26,~~holders ~~2022,~~of the ~~Sponsor~~Representative ~~transferred 25,000 Founder~~ Shares toagreed ~~each~~(a) ofthat ~~Rahul~~they ~~Mewawalla~~will ~~and~~not ~~Stephen Markscheid~~transfer, ~~each~~assign ofor ~~which~~sell ~~are~~any ~~members~~such ofshares without the Company’s ~~Board~~prior ofconsent ~~Directors~~until ~~(Note 8). The awards will vest simultaneously with~~ the ~~closing~~completion of anthe initial business combination, ~~provided~~(ii) ~~the~~to ~~director~~waive ~~has~~their ~~continuously~~redemption ~~served~~rights on(or ~~the~~right ~~Company’s~~to ~~Board~~participate ofin ~~Directors~~any ~~through~~tender ~~the~~offer) ~~closing~~with ofrespect to such ~~initial~~shares ~~business~~in ~~combination.~~connection Onwith ~~March 16,~~the ~~2023,~~completion of the ~~Sponsor~~initial ~~forfeited~~business ancombination ~~aggregate~~and of(iii) ~~373,750~~to ~~Founder~~waive ~~Shares~~their ~~for~~rights noto ~~consideration,~~liquidating ~~resulting~~distributions infrom the ~~Sponsor~~Trust ~~and~~Account ~~directors~~with ~~holding~~respect anto ~~aggregate~~such ofshares ~~1,495,000~~if ~~Founder~~the ~~Shares.~~Company Upfails to ~~195,000~~complete of the ~~Founder~~initial ~~Shares~~business ~~were~~combination ~~subject~~within tothe ~~forfeiture~~Combination toPeriod. ~~the~~The ~~extent~~representative ~~the~~shares ~~over-allotment~~are ~~option~~deemed ~~was~~to ~~not~~be ~~exercised~~underwriters’ incompensation ~~full~~ by ~~the~~FINRA ~~underwriter~~pursuant ~~prior~~ to ~~its~~FINRA ~~expiration date on April~~Rule ~~30, 2023~~5110.

16NOTE 7 – STOCKHOLDERS’ DEFICIT

~~Table~~Preferred Stock - The Company is authorized to issue 5,000,000 shares of ~~Contents~~preferred stock with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2024 and December 31, 2023 there were no shares of preferred stock issued or outstanding.

OnClass ~~March 17,~~A ~~2023,~~common ~~upon~~stock ~~the~~- ~~partial~~The ~~exercise~~Company ~~their~~is authorized ~~over-allotment~~to ~~option~~issue by26,000,000 shares ~~the~~of ~~underwriters~~Class A common stock, ~~the~~with ~~forfeiture~~a ~~lapsed~~par ~~for~~value ~~55,250~~of ~~Founder~~$0.0001 per ~~Shares~~share. ~~Following~~Holders ~~the~~of ~~expiration~~Class ofA ~~the~~common ~~underwriters’~~stock ~~remaining~~are ~~over-~~entitled ~~allotment~~to ~~option~~one onvote ~~April~~for each share. As of September 30, ~~2023~~2024, ~~the~~there ~~remaining~~were 2,722,903 ~~139~~54,~~750~~210 shares ~~Founder~~of ~~Shares~~Class ~~were~~A ~~forfeited~~common stock, ~~resulting~~of inwhich ~~the~~2,668,693 shares ~~Sponsor~~are subject to possible redemption and ~~directors~~included ~~holding~~in antemporary ~~aggregate~~equity. As of 1December 31,~~355~~ 2023,~~250~~ ~~Founder~~there ~~Shares.~~were 5,475,210 54,210 shares of Class A common stock, of which 5,421,000 shares are subject to possible redemption and included in temporary equity.

~~Private~~Class ~~Placement~~B common stock - The Company is authorized to issue 4,000,000 shares of Class B common stock, with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of September 30, 2024 and December 31, 2023, there were 1,355,250 shares of Class B common stock issued and outstanding, respectively. Refer to Note 5 for further detail.

On March 16, 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants (each a “Private Placement Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500. 21

OnHolders ~~March 17~~of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of a business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, ~~2023~~in the aggregate, on an as-converted basis, 20% of the ~~underwriters~~sum ~~partially~~of ~~exercised~~(i) ~~their~~the ~~over~~total number of shares of common stock issued and outstanding upon completion of the IPO, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-~~allotment~~linked ~~option~~securities ~~resulting~~by the Company in connection with or in relation to the ~~Company~~consummation ~~issuing~~of ~~127~~a business combination,~~400~~ excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the business combination and any Private Placement Warrants, ~~generating~~issued anto ~~additional~~the ~~$127~~Sponsor,~~500~~ inits ~~gross~~affiliates ~~proceeds~~or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one.

~~Each~~Warrants ~~Private~~- ~~Placement~~As ~~Warrant entitles the holder to purchase one share~~ of ~~Class~~September ~~A common stock~~30, ~~subject~~2024 toand ~~adjustment.~~December 31, ~~The~~2023, ~~proceeds~~5,421,000 ~~from~~Public ~~the~~Warrants ~~Private~~and ~~Placement~~3,576,900 ~~of the~~ Private Placement Warrants ~~funded~~were ~~the~~outstanding. ~~trust~~The ~~account,~~Warrants ~~IPO~~were ~~issuance~~issued ~~costs~~in ~~and will fund~~ the ~~future~~same ~~operations~~form ~~prior~~at to the ~~business~~IPO ~~combination~~date. IfEach ~~the~~Public ~~Company~~Warrant ~~does~~and ~~not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the~~ Private Placement ~~Warrants,~~Warrant ~~will~~entitles ~~be included in~~ the ~~liquidating~~holder ~~distribution~~ to ~~the~~purchase ~~public~~one ~~stockholders~~share ~~and~~of ~~the~~Class ~~Private~~A ~~Placement~~common ~~Warrants~~stock ~~will~~at bea ~~worthless~~price ~~(see~~of ~~Note 7)~~$11.50 per share.

~~Working~~In ~~Capital~~addition, ~~Loans~~if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a newly issued price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the newly issued price.

InThe ~~order~~Warrants towill ~~finance~~become ~~transaction~~exercisable ~~costs~~30 indays ~~connection~~after ~~with~~the completion of a business combination. However, no Warrant shall be exercisable for cash and the ~~Sponsor~~Company orshall annot ~~affiliate~~be obligated to issue shares of ~~the~~common ~~Sponsor,~~stock orupon ~~certain~~exercise of a Warrant unless the ~~Company’s~~common ~~officers~~stock ~~and~~issuable ~~directors~~upon ~~may,~~such ~~but~~Warrant ~~are~~exercise ~~not~~has ~~obligated~~been toregistered, ~~loan~~qualified or deemed to be exempt under the ~~Company~~securities ~~funds~~laws asof ~~may~~the bestate ~~required,~~of upresidence toof ~~$2,000,000~~the ~~(“Working~~registered ~~Capital~~holder ~~Loans”)~~of the Warrants. IfIn the ~~Company~~event ~~completes~~that athe ~~business~~condition ~~combination,~~in the ~~Company~~immediately ~~will~~preceding ~~repay~~sentence ~~the~~is ~~Working~~not ~~Capital~~satisfied ~~Loans.~~with Uprespect to $2a Warrant,~~000,000~~ the holder of such ~~loans~~Warrant ~~may~~shall not be ~~converted~~entitled ~~into~~to ~~warrants,~~exercise atsuch aWarrant ~~price~~for ofcash ~~$1.00~~and ~~per~~such ~~warrant~~Warrant atmay ~~the~~have ~~option~~no ofvalue ~~the~~and ~~lender~~expire worthless, ~~upon~~in ~~consummation~~which ofcase the ~~Company’s~~purchaser ~~initial~~of ~~business~~a ~~combination.~~Unit Incontaining ~~the~~such ~~event~~Public ~~that~~Warrants ashall ~~business~~have ~~combination~~paid ~~does~~the ~~not~~full ~~close,~~purchase price for the ~~Company~~Unit ~~may~~solely ~~use~~for athe ~~portion~~shares of ~~proceeds~~Class ~~held~~A ~~outside~~common ~~the~~stock ~~Trust~~underlying ~~Account~~such toUnit. ~~repay~~Warrants ~~the~~may ~~Working~~not ~~Capital~~be ~~Loans~~exercised ~~but~~by, noor ~~proceeds~~securities ~~held~~issued into, ~~the~~any ~~Trust~~registered ~~Account~~holder ~~would~~in beany ~~used~~state toin ~~repay~~which ~~the~~such ~~Working~~exercise ~~Capital~~would ~~Loans.~~be unlawful.

~~1,107,100~~The Warrants will expire 5 five years after the completion of a business combination or earlier upon redemption or liquidation.

~~542~~Once the Warrants become exercisable,~~000~~ the Company may redeem the outstanding Warrants:

~~Administrative~~● ~~Support~~in ~~Agreement~~whole and not in part;

~~30,000~~● at a price of $0.01 per warrant;

d● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and

~~(unaudited)~~ 22

17● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three days before the Company sends the notice of redemption to the warrant holders.

~~Table~~If the Company calls the Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of ~~Contents~~warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the Warrants. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A 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” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third day prior to the date on which the notice of redemption is sent to the holders of Warrants.

NOTE 68 – ~~COMMITMENTS~~STOCK-BASED ~~AND CONTINGENCIES~~ COMPENSATION

~~Registration~~Class ~~Rights~~B Common Stock Share Transfers

~~The~~In ~~holders~~August 2022, of the ~~Founder~~Sponsor ~~Shares~~transferred 25,000 ~~Private~~shares ~~Placement~~of ~~Warrants,~~Class ~~warrants~~B ~~that~~common ~~may~~stock beto ~~issued~~each ~~upon~~of ~~conversion~~the oftwo ~~Working~~independent ~~Capital~~directors ~~Loans~~as ~~(see~~compensation ~~Note~~for ~~5),~~their ~~any~~service ~~shares~~on ofthe ~~Class A~~Company’s ~~common~~Board ~~stock~~of ~~issuable~~Directors. ~~upon~~If the ~~exercise~~director ofwas ~~the~~no ~~Private~~longer ~~Placement~~serving ~~Warrants~~as ~~and~~a ~~warrants~~director ~~that~~of ~~may~~the beCompany ~~issued~~at ~~upon~~the ~~conversion~~time of the ~~Working~~IPO, ~~Capital~~is ~~Loans~~removed ~~and~~from ~~Class A~~office ~~issuable~~as ~~upon~~director, ~~conversion~~or ofvoluntarily ~~the~~resigns ~~Founder~~his ~~Shares,~~position ~~are~~with ~~entitled~~the toCompany ~~registration~~before ~~rights~~a ~~pursuant~~merger, tocapital astock ~~registration~~exchange, ~~rights~~asset ~~agreement~~acquisition, ~~signed~~stock atpurchase, ~~the~~reorganization ~~effective~~or ~~date~~similar ofbusiness ~~the~~combination ~~IPO,~~involving ~~requiring~~ the Company ~~to register such securities for resale~~ (in “the ~~case~~Triggering Event”), all of ~~the~~such ~~Founder~~director’s ~~Shares,~~shares ~~only~~shall ~~after~~be ~~conversion~~returned to ~~Class A~~Sponsor. ~~common~~Further, ~~stock).~~considering ~~The~~that ~~holders~~in ofcase the ~~majority~~business ofcombination ~~these~~does ~~securities~~not ~~are~~occur ~~entitled~~these toawards ~~make~~will upbe ~~to three demands~~forfeited, ~~excluding~~it ~~short~~was ~~form~~deemed ~~demands,~~ that the ~~Company~~above ~~register~~terms ~~such~~result ~~securities.~~in ~~In addition,~~ the ~~holders~~vesting ~~have~~provision ~~certain~~whereby ~~“piggy-back”~~the ~~registration~~share ~~rights~~awards ~~with~~would ~~respect~~vest toonly ~~registration~~upon ~~statements filed subsequent to~~ the ~~completion~~consummation of ~~the~~a ~~initial~~ business combination ~~and~~or ~~rights~~change toof ~~require~~control usevent. toAs ~~register~~a ~~for~~result, ~~resale~~any ~~such~~compensation ~~securities~~expense ~~pursuant~~in relation to ~~Rule~~these ~~415~~grants ~~under~~will ~~the~~be ~~Securities~~recognized ~~Act.~~at ~~The~~the ~~registration~~Triggering ~~rights~~Event. ~~agreement~~Therefore, ~~does~~the ~~not~~Company ~~contain~~recorded ~~liquidated~~no ~~damages~~compensation orexpense ~~other~~for ~~cash~~the ~~settlement~~period ~~provisions~~from ~~resulting~~March 3, ~~from~~2022 ~~delays~~(inception) inthrough ~~registering~~September 30, ~~securities~~2024.

~~Underwriting~~The ~~Agreement~~fair value of the Founder Shares on the grant date was approximately $0.81 per share. The valuation performed by the Company determined the fair value of the shares on the date of grant by applying a discount based upon (a) the probability of a successful IPO, (b) the probability of a successful business combination, and (c) the lack of marketability of the Founder Shares. The aggregate grant date fair value of the awards amounted to approximately $40,500.

~~The~~Total ~~underwriter~~unrecognized ~~received~~compensation aexpense ~~fee~~related ofto ~~$0.15~~unvested ~~per~~Founder ~~unit,~~Shares ~~or $813,150 in the aggregate~~ at ~~the closing of the IPO. In addition~~September 30, ~~$0.35~~2024 ~~per~~amounted ~~share,~~to orapproximately $140,~~897,350~~500 inand ~~the~~is ~~aggregate~~expected ~~will~~to be ~~payable~~recognized toupon the ~~underwriter~~Triggering ~~for deferred underwriting commissions solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement~~Event.

~~In addition, in conjunction with the IPO, the Company issued to the underwriter 54,210~~ Representative Shares. The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial business combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial business combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial business combination within the Combination Period. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

~~NOTE~~On 7March 16, –2023, ~~STOCKHOLDERS’~~in ~~DEFICIT~~conjunction with the IPO, the Company issued to the underwriter 52,000 shares of Class A common stock for nominal consideration (the “Representative Shares”).

~~Preferred~~On ~~Stock~~March 17, 2023, the underwriters partially exercised their over-allotment option. As a result of the partial over-allotment, the underwriter received an additional 2,210 Representative Shares, bringing the total Representative Shares to 54,210.

~~Class~~The fair value of the Representative Shares was accounted for as compensation under ASC 718 and was included in the offering costs. The fair value of the 54,210 Representative Shares at the date of issuance was determined to be $270,520.

~~A common stock~~23

~~(unaudited),~~NOTE 9 – INCOME TAXES

~~Class~~The Company’s effective tax rate (“ETR”) is calculated quarterly based upon current assumptions relating to the Company’s known and estimable operating results and various tax-related items.

The Company’s ETR was 35.9% and 34.8% for the three months ended September B30, ~~common~~2024 ~~stock~~and 2023, respectively. The Company’s ETR was 45.3% and 29.6% for the nine months ended September 30, 2024 and 2023, respectively. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible for federal income tax purposes.

The difference between the effective tax rates of 35.9% and 45.3% and the U.S. federal statutory rate of 21% for the three and nine months ended September 30, 2024, respectively, was primarily due to the change in the valuation allowance (as~~-converted~~ a result of dividend and interest income earned on the Company’s Trust Account), and the permanent differences arising from interest and penalties on income taxes.

18The difference between the effective tax rates of 34.8% and 29.6% and the U.S. federal statutory rate of 21% for the three and nine months ended September 30, 2023, respectively, was primarily due to the change in the valuation allowance (as a result of dividend and interest income earned on the Company’s Trust Account), the permanent difference arising from the loss on change in fair value of the over-allotment liability and ETR adjustments.

~~Table~~The ofCompany ~~Contents~~has no uncertain tax positions related to federal and state income taxes. The federal tax returns for the Company since inception remains open for examination.

~~one-to-one~~When the Company is assessed interest or penalties it will be classified in the financial statements as tax expense. For the nine months ended September 30, 2024, the Company incurred $22,012 of interest and penalties on the unremitted income tax obligations. No material interest or penalties were incurred during the three months ended September 30, 2024. No interest or penalties were incurred during the three or nine months ended September 30, 2023.

~~Warrants~~NOTE 10 – SUBSEQUENT EVENTS

InThe ~~addition, if (x) the~~ Company ~~issues~~did ~~additional~~not ~~shares~~identify ofany ~~Class A~~subsequent ~~common~~events ~~stock~~that orrequire ~~equity-linked~~adjustment securities for capital raising purposes in connection with the closing of the initial business combination at a newly issued price of less than $9.20 per share of Class A common stock (with such issue price or ~~effective~~disclosure ~~issue price to be determined~~ in ~~good faith by~~ the ~~Board~~unaudited ofcondensed ~~Directors~~financial ~~and~~statements, inother the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the newly issued price. :

~~The~~On ~~Warrants~~October 17, ~~will become exercisable 30 days after the completion of a business combination. However~~2024, ~~no Warrant shall be exercisable for cash and~~ the Company ~~shall~~further ~~not~~extended ~~be obligated to issue shares of common stock upon exercise of a Warrant unless~~ the ~~common~~period ~~stock~~it ~~issuable upon such Warrant exercise~~ has ~~been registered, qualified or deemed~~ to beconsummate ~~exempt~~an ~~under~~initial ~~the~~business ~~securities~~combination ~~laws~~by ofa ~~the~~period ~~state~~ of ~~residence~~one ofmonth, ~~the~~or ~~registered~~until ~~holder~~November 22, ~~of the Warrants~~2024. In ~~the~~connection ~~event~~with ~~that~~ the ~~condition~~one-month ~~in the immediately preceding sentence is not satisfied with respect to a Warrant~~extension, the ~~holder~~Sponsor ofdeposited ~~such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless~~$75,000 ininto ~~which case~~ the ~~purchaser~~Company’s ofTrust ~~a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A common stock underlying such Unit~~Account. ~~Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.~~

~~The~~On ~~Warrants~~November 16, ~~will~~2024, ~~expire~~the ~~five~~Company ~~years~~further ~~after~~extended the ~~completion~~period ofit ahas to consummate an initial business combination orby ~~earlier~~a ~~upon~~period ~~redemption~~of one month, or ~~liquidation~~until December 22, 2024. In connection with the one-month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

~~Once~~On ~~the~~December 17, ~~Warrants become exercisable~~2024, the Company ~~may~~entered ~~redeem~~into the ~~outstanding~~Merger ~~Warrants:~~Agreement with Merger Sub 1, Merger Sub 2 and Xiaoyu Dida, which is described in Note 1.

•On inDecember 20, ~~whole~~2024, ~~and~~the ~~not~~Company infurther ~~part;~~extended the period it has to consummate an initial business combination by a period of one month, or until January 22, 2025. In connection with the one-month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

~~• at a price of $0.01 per warrant;~~24

•Item ~~upon~~2. ~~not less than 30 days~~Management’s ~~prior~~Discussion ~~written~~and ~~notice~~Analysis of ~~redemption~~Financial ~~given~~Condition ~~after~~and ~~the~~Results ~~warrants~~of ~~become exercisable (the “30-day redemption period”) to each warrant holder; and~~Operations

•References ~~if,~~to ~~and~~the ~~only~~“Company,” if“our,” ~~the~~“us” ~~reported~~or ~~last~~“we” ~~sale~~refer ~~price~~to ofFour ~~the~~Leaf ~~Class~~Acquisition ACorporation. ~~common~~The ~~stock~~following ~~equals~~discussion orand ~~exceeds~~analysis ~~$18.00~~of ~~per~~the ~~share~~Company’s ~~(as~~financial ~~adjusted~~condition ~~for~~and ~~stock~~results ~~splits,~~of ~~stock~~operations ~~dividends,~~should ~~rights~~be ~~issuances,~~read ~~reorganizations,~~in ~~recapitalizations~~conjunction ~~and~~with the ~~like)~~unaudited ~~for~~condensed ~~any~~financial 20statements ~~trading~~and ~~days~~the ~~within~~notes athereto ~~30-trading~~contained ~~day~~elsewhere ~~period~~in ~~commencing~~this ~~once~~report. ~~the~~Certain ~~warrants~~information ~~become~~contained ~~exercisable~~in ~~and~~the ~~ending~~discussion ~~three~~and ~~days~~analysis ~~before~~set ~~the~~forth ~~Company~~below ~~sends~~includes ~~the~~forward-looking ~~notice~~statements ofthat ~~redemption~~involve torisks ~~the~~and ~~warrant holders~~uncertainties.

IfCautionary ~~the~~Note ~~Company~~Regarding ~~call~~Forward-Looking the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the Statements

19This Quarterly Report on Form 10-Q 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”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. The Company’s securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s (the “SEC”) 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.

~~Table~~Risks ofand ~~Contents~~Uncertainties

~~warrants.~~Results Inof ~~such~~operations ~~event,~~and ~~each~~the ~~holder~~Company’s ~~would~~ability ~~pay~~to ~~the~~complete ~~exercise~~an ~~price~~initial bybusiness ~~surrendering~~combination ~~the~~may ~~warrants~~be ~~for~~adversely affected by various factors that ~~number~~could ofcause ~~shares~~economic uncertainty and volatility in the financial markets, many of ~~Class A~~which ~~common~~are ~~stock~~beyond ~~equal~~its tocontrol. ~~the~~The ~~quotient~~business ~~obtained~~could be impacted by ~~dividing~~various ~~(x)~~ social and political circumstances in the ~~product~~U.S. ofand around the ~~number~~world of(including ~~shares~~wars and other forms of ~~Class A~~conflict, ~~common~~including ~~stock~~rising ~~underlying~~trade tensions between the ~~warrants~~United States and China, ~~multiplied~~and byother uncertainties regarding actual and potential shifts in the ~~difference~~U.S. ~~between~~and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the ~~exercise~~U.S. ~~price~~and ofworldwide. Specifically, the ~~warrants~~conflict between Russia and Ukraine and the ~~“fair~~Israel-Hamas war and resulting market ~~value”~~volatility ~~(defined~~could ~~below)~~adversely byaffect ~~(y)~~ the ~~fair~~Company’s ~~market~~ability ~~value~~to complete a business combination. ~~The~~In ~~“fair~~response ~~market~~to ~~value”~~the ~~for~~conflict ~~this~~between ~~purpose~~Russia ~~shall~~and ~~mean~~Ukraine and Israel and Hamas, the ~~average~~U.S. ~~reported~~and ~~last~~other ~~sale~~countries ~~price~~have imposed sanctions or other restrictive actions which could have a material adverse effect on the Company’s ability to complete a business combination and the value of the ~~Class A~~Company’s ~~common~~securities. ~~stock~~The ~~for~~Company cannot at this time fully predict the 10likelihood ~~trading~~of ~~days~~one ~~ending~~or onmore of the ~~third~~above ~~day~~events, ~~prior~~their toduration or magnitude or the ~~date~~extent onto which ~~the~~they ~~notice~~may ofnegatively ~~redemption~~impact isour ~~sent~~business and our ability to complete an Initial business combination. The unaudited condensed financial statements do not include any adjustments that might result from the ~~holders~~outcome of ~~warrants.~~these uncertainties.

~~NOTE 8 – STOCK-BASED COMPENSATION~~ Overview

~~Class~~We are a blank check company incorporated in Delaware on March B3, ~~Common~~2022, ~~Stock~~for ~~Share~~the ~~Transfers~~purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies.

~~In August 2022, the Sponsor transferred~~ 25,000 shares of Class B common stock to each of the two independent directors as compensation for their service on the Company’s Board of Directors. If the director was no longer serving as a director of the Company at the time of the IPO, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company (“the Triggering Event”), all of such director’s shares shall be returned to Sponsor. Further, considering that in case the business combination does not occur these awards will be forfeited, it was deemed that the above terms result in the vesting provision whereby the share awards would vest only upon the consummation of a business combination or change of control event. As a result, any compensation expense in relation to these grants will be recognized at the Triggering Event. Therefore, the Company recorded no compensation expense for the period from March 3, 2022 (inception) through June 30, 2024.

~~The~~On ~~fair~~December 17, ~~value~~2024, ofwe ~~the~~entered ~~Founder~~into ~~Shares~~an Agreement onand ~~the~~Plan ~~grant date was approximately $0.81 per share. The valuation performed by the Company determined the fair value~~ of ~~the~~Merger ~~shares on~~ (the ~~date~~“Merger ofAgreement”) ~~grant~~with byXiaoyu ~~applying~~Dida aInterconnect ~~discount~~International ~~based~~Limited, ~~upon (~~a~~) the~~ ~~probability~~Cayman Islands ofexempted ~~a successful IPO~~company, ~~(b) the~~commonly ~~probability~~known ofas aSmart ~~successful business combination~~Station, and ~~(c) the~~further ~~lack~~described ofin ~~marketability~~Note of1 ~~the~~to ~~Founder Shares. The aggregate grant date fair value of~~ the ~~awards~~unaudited ~~amounted~~condensed ~~to approximately $40,500~~financial statements.

~~Total~~Our ~~unrecognized~~sponsor ~~compensation~~is ~~expense~~ALWA ~~related~~Sponsor toLLC ~~unvested~~(the ~~Founder Shares at June 30~~“Sponsor”), ~~2024~~a ~~amounted~~Delaware tolimited ~~approximately~~liability ~~$40,500 and is expected to be recognized upon the Triggering Event~~company.

~~Representative~~The registration statement for the Company’s initial public offering (“IPO”) was declared effective on March 16, 2023. On March 16, 2023, the Company consummated its IPO of 5,200,000 units (“Units”). On March 17, 2023, the underwriters partially exercised their over-allotment option and purchased 221,000 additional Units. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (“Class A common stock” or “Public Shares”), and one redeemable warrant exercisable into one share of Class A common stock at an exercise price of $11.50 per share (each a “Public Warrant” and collectively, “Public Warrants”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $54,210,000.

OnSimultaneously ~~March 16,~~with ~~2023,~~the inconsummation ~~conjunction~~of ~~with~~ the IPO and the sale of the Units, the Company ~~issued~~consummated to the ~~underwriter~~private ~~52,000~~placement ~~shares~~(“Private Placement”) of ~~Class A~~3,576,900 ~~common~~warrants ~~stock~~(“Private ~~for~~Placement ~~nominal~~Warrants” ~~consideration~~and (collectively, with the ~~“Representative~~Public ~~Shares~~Warrants, the “Warrants”) to the Sponsor at a price of approximately $1.00 per Placement Warrant, generating total proceeds of $3,577,000.

OnTransaction ~~March 17~~costs amounted to $4,019,087 ~~2023~~consisting of $2,710,500 ~~the~~of ~~underwriters~~underwriting ~~partially~~commissions, ~~exercised~~the ~~their~~Representative ~~over-allotment~~Shares ~~option.~~(as Asdefined abelow), ~~result~~and $1,038,067 of other offering costs. At the ~~partial~~IPO ~~over-allotment~~date, cash of $974,028 was held outside of the ~~underwriter~~Trust ~~received~~Account an(as ~~additional~~defined ~~2,210~~below) ~~Representative~~and ~~Shares,~~is ~~bringing~~available for the ~~total~~payment ~~Representative~~of ~~Shares~~the toNote 54(as defined herein) when necessary,~~210.~~ payment of accrued offering costs and for working capital purposes.

In conjunction with this Public Offering, the Company issued to the underwriter 54,210 shares of Class A common stock for nominal consideration (the “Representative Shares”). The fair value of the Representative Shares ~~was~~ accounted for as compensation under Accounting Standards Codification (“ASC”) 718, ~~and~~“Compensation—Stock Compensation” (“ASC 718”) was included in the offering costs. The estimated fair value of the ~~54,210~~ Representative Shares atas ~~the date~~ of ~~issuance~~the ~~was~~IPO ~~determined~~date tototaled be $270,520.

~~NOTE~~Following 9the ~~–INCOME~~closing ~~TAXES~~of the IPO, an amount of $55,836,300 ($10.30 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination, or (b) the redemption of the Company’s Public Shares if the Company is unable to complete its initial business combination in the prescribed time frame.

~~tax~~The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the initial business combination. However, the Company will only complete a business combination if the post-~~related~~transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940.

~~start-up~~26

~~The~~In ~~difference~~connection ~~between~~with any proposed initial business combination, the ~~effective~~Company ~~tax~~will ~~rates~~either: (1) seek stockholder approval of ~~47%~~such ~~and~~initial ~~48.4%~~business ~~and~~combination ~~the~~at ~~U.S.~~a ~~federal~~meeting ~~statutory~~called ~~rate~~for such purpose at which stockholders may seek to convert their shares, regardless of ~~21%~~whether they vote for or against the ~~three~~proposed ~~and~~business ~~six~~combination ~~months~~or ~~ended~~do ~~June 30,~~not ~~2024,~~vote ~~respectively~~at all, ~~was~~into ~~primarily~~their ~~due~~pro torata share of the ~~change~~aggregate amount then on deposit in the ~~valuation~~Trust ~~allowance~~Account (asnet aof ~~result~~taxes ofpayable), ~~dividend~~or ~~and~~(2) ~~interest~~provide ~~income~~its ~~earned~~stockholders onwith the opportunity to sell their shares to the Company’s ~~Trust~~by ~~Account),~~means of a tender offer (and thereby avoid the ~~permanent~~need ~~differences~~for ~~arising~~a ~~from~~stockholder ~~interest~~vote) ~~and~~for ~~penalties~~an amount equal to their pro rata share of the aggregate amount then on ~~income~~deposit in the Trust Account (net of taxes. payable), in each case subject to the limitations described herein.

20If the Company engages in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than a pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company in a tender offer, it will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

~~Table~~The Company will proceed with a business combination if the Company has net tangible assets of ~~Contents~~at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination.

~~The~~If ~~difference~~a ~~between~~stockholder ~~the~~vote ~~effective~~is ~~tax~~not ~~rates~~required ofby ~~22.8%~~law and ~~25.6% and~~ the ~~U.S.~~Company ~~federal~~does ~~statutory~~not ~~rate~~decide ofto ~~21%~~hold ~~for~~a ~~the~~stockholder ~~three~~vote ~~and~~for ~~six~~business ~~months~~or ~~ended~~other ~~June 30,~~legal ~~2023~~reasons, ~~respectively,~~the ~~was~~Company ~~primarily~~will, ~~due~~pursuant to ~~the~~its ~~change~~second inamended ~~the~~and ~~valuation~~restated ~~allowance~~certificate ~~(as~~of aincorporation, ~~result~~as ofamended ~~dividend~~(the ~~and~~“Certificate ~~interest~~of ~~income~~Incorporation”), ~~earned~~conduct on the ~~Company’s~~redemptions ~~Trust~~pursuant ~~Account),~~to the ~~permanent~~tender ~~difference~~offer ~~arising~~rules ~~from~~of the ~~loss~~SEC onand ~~change~~file intender ~~fair~~offer ~~value~~documents ofwith the ~~over-allotment~~SEC ~~liability~~prior ~~and~~to ~~ETR~~completing ~~adjustments.~~a business combination.

~~The~~If, however, stockholder approval of the transactions is required by law, or the Company ~~has~~decides noto ~~uncertain~~obtain ~~tax~~stockholder ~~positions~~approval ~~related~~for business or legal reasons, the Company will offer to ~~federal~~redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and ~~state~~not ~~income~~pursuant ~~taxes~~to the tender offer rules. ~~The~~Additionally, ~~federal~~each ~~tax~~public ~~returns~~stockholder ~~for~~may ~~the~~elect ~~Company~~to ~~since~~redeem ~~inception~~their ~~remains~~Public ~~open~~Shares irrespective of whether they vote for ~~examination.~~or against the proposed transaction.

~~When~~Notwithstanding the ~~Company~~foregoing isredemption ~~assessed~~rights, ~~interest~~if orthe ~~penalties~~Company itseeks ~~will~~stockholder beapproval ~~classified~~of inits initial business combination and the ~~financial~~Company ~~statements~~does asnot ~~tax~~conduct ~~expense.~~redemptions ~~For~~in ~~the~~connection ~~six~~with ~~months~~its ~~ended~~initial ~~June 30,~~business ~~2024,~~combination pursuant to the ~~Company~~tender ~~incurred~~offer ~~$22~~rules,~~012~~ the Certificate of ~~interest~~Incorporation ~~and~~will ~~penalties~~provide onthat ~~the~~a ~~unremitted~~public ~~income~~stockholder, ~~tax~~together ~~obligations.~~with Noany ~~interest~~affiliate of such stockholder or ~~penalties~~any ~~were~~other ~~incurred~~person ~~during~~with ~~the~~whom ~~three~~such ~~months~~stockholder ~~ended~~is ~~June~~acting in concert or as a “group” (as defined under Section 3013 of the Exchange Act), ~~2024.~~will Nobe ~~interest~~restricted orfrom ~~penalties~~redeeming ~~were~~its ~~incurred~~shares ~~during~~with respect to more than an aggregate of 15% of the ~~three~~shares orsold ~~six~~in ~~months~~the ~~ended~~IPO ~~June 30~~(“Excess Shares”). However, ~~2023~~the Company’s stockholders will not be restricted to vote all of their shares (including Excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if the Company completes the initial business combination.

~~NOTE~~The 10Company’s –Sponsor, ~~SUBSEQUENT~~officers ~~EVENTS~~and directors (collectively, the “Initial Stockholders”) have agreed not to propose any amendment to the Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a business combination by January 22, 2025 (or June 22, 2025 if the additional extensions options are exercised by the Company) unless the Company provides its public stockholders with the opportunity to convert their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable up to the interest income from the Trust Account, divided by the number of then outstanding Public Shares.

~~The Company did not identify any subsequent events that require adjustment or disclosure in the unaudited condensed financial statements, other than below:~~ 27

~~one-month~~Initial Extension of Period to Complete Initial Business Combination

21On March 19, 2024, the Company extended the period of which it is able to consummate an initial business combination by a period of three months, or until June 22, 2024 (the “Initial Extension”). In connection with the Initial Extension, the Company’s sponsor deposited an aggregate of $542,100 into the Company’s Trust Account, in return for a convertible note (the “Extension Note”), included in the convertible note – related party balance as of September 30, 2024 (see Note 5). If the Company does not consummate a business combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to the extent that there are funds available to the Company outside of the Trust Account. The Initial Extension was the first of the two three-month Extensions permitted under the Company’s governing documents.

~~Table~~2024 Special Meeting of ~~Contents~~the Stockholders

~~Item 2.~~On ~~Management~~June 18, 2024, the Company convened a special meeting of stockholders (the “2024 Special Meeting”), at which the Company’s ~~Discussion~~stockholders ~~and~~approved ~~Analysis~~the amendment to the Company’s Certificate of ~~Financial~~Incorporation ~~Condition~~to ~~and~~provide ~~Results~~the Company’s Board of ~~Operations~~Directors with the right to extend the time period to complete an initial business combination (the “Combination Period”) up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the “Extension”) (the “2024 Extension Amendment Proposal”). The Company also entered into an amendment (the “2024 Trust Amendment” and together with the 2024 Extension Amendment Proposal, the “2024 Charter Amendment Proposals”) to the Trust Agreement. The Trust Amendment, as amended, allows the Company to extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 by depositing into the Trust Account, for each one-month extension, $75,000 (the “Extension Payment”).

~~References~~In toconnection with the ~~“Company,”~~2024 ~~“our~~Charter Amendment Proposals,” ~~“us”~~the orholders ~~“we”~~of ~~refer~~the toCompany’s ~~Four~~Public ~~Leaf~~Shares ~~Acquisition~~were ~~Corporation.~~given ~~The~~the ~~following~~opportunity ~~discussion~~to ~~and~~redeem ~~analysis~~their ofPublic ~~the~~Shares ~~Company’s~~for ~~financial~~a ~~condition~~pro ~~and~~rata ~~results~~share of ~~operations~~the ~~should~~funds beon ~~read~~deposit in ~~conjunction~~the ~~with~~Trust ~~the~~Account, ~~unaudited~~including ~~condensed~~any ~~financial~~interest ~~statements~~earned ~~and~~on the ~~notes~~Trust ~~thereto~~Account ~~contained~~deposits ~~elsewhere~~(net inof ~~this~~taxes ~~report~~payable), divided by the number of then outstanding public Shares. ~~Certain~~Stockholders ~~information~~holding ~~contained~~2,752,307 inPublic Shares exercised their right to redeem such shares for a pro rata portion of the ~~discussion~~funds ~~and~~in ~~analysis~~the ~~set~~Company’s ~~forth~~Trust ~~below~~Account. ~~includes~~As ~~forward-looking~~a ~~statements~~result, ~~that~~approximately ~~involve~~$30.2 ~~risks~~million ~~and~~(approximately ~~uncertainties~~$10.97 per share) were removed from the Company’s Trust Account to pay such redeeming stockholders.

~~Cautionary~~On ~~Note~~June 20, ~~Regarding~~2024, ~~Forward~~the Company further extended the period it has to consummate an initial business combination by a period of one month, or until July 22, 2024 (the “First 2024 Monthly Extension”). In connection with the one-~~Looking~~month ~~Statements~~extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

~~This~~On ~~Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section~~July ~~27A of the Securities Act of 1933~~16, ~~as amended (the “Securities Act”)~~2024, ~~and Section 21E of~~ the ~~Securities~~Company ~~Exchange~~further ~~Act~~extended ~~of 1934, as amended (~~the ~~“Exchange~~period ~~Act”).~~it Wehas ~~have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject~~ to ~~known~~consummate ~~and~~an ~~unknown~~initial ~~risks,~~business ~~uncertainties~~combination ~~and~~by ~~assumptions~~a ~~about~~period usof ~~that~~one ~~may cause our actual results~~month, ~~levels of activity, performance~~ or ~~achievements~~until ~~to be materially different from any future results~~August 22, ~~levels~~2024 of(the ~~activity,~~“Second ~~performance~~2024 orMonthly ~~achievements expressed or implied by such forward-looking statements~~Extension”). In ~~some~~connection ~~cases,~~with ~~you~~the ~~can identify forward~~one-~~looking~~month ~~statements by terminology such as “may~~extension,” ~~“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or~~ the ~~negative~~Sponsor ofdeposited ~~such terms or other similar expressions. Such statements include~~$75,000 ~~but~~into ~~are not limited to, possible business combinations and~~ the ~~financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. The~~ Company’s ~~securities~~Trust ~~filings can be accessed on the EDGAR section of the U~~Account.S. Securities and Exchange Commission’s (the “SEC”) 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.

~~Risks~~On ~~and~~August 16, ~~Uncertainties~~2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until September 22, 2024 (the “Third 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

~~Results~~On ofSeptember 18, ~~operations~~2024, ~~and~~ the Company’s ~~ability~~further toextended ~~complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in~~ the ~~financial~~period ~~markets,~~it ~~many~~has ofto ~~which~~consummate ~~are~~an ~~beyond~~initial ~~its control. The~~ business ~~could~~combination ~~be impacted~~ by ~~various~~a ~~social~~period ~~and political circumstances in the U.S. and around the world (including wars and other forms~~ of ~~conflict,~~one ~~including rising trade tensions between the United States and China~~month, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or ~~deterioration~~until ~~in the U.S. and worldwide. Specifically~~October 22, ~~the~~2024 ~~conflict between Russia and Ukraine and~~ (the ~~Israel-Hamas~~“Fourth ~~war~~2024 ~~and~~Monthly ~~resulting market volatility could adversely affect the Company’s ability to complete a business combination~~Extension”). In ~~response~~connection towith the ~~conflict~~one-month ~~between Russia and Ukraine and Israel and Hamas~~extension, the ~~U.S.~~Sponsor ~~and~~deposited ~~other~~$75,000 ~~countries~~into ~~have imposed sanctions or other restrictive actions which could have a material adverse effect on~~ the Company’s ~~ability~~Trust ~~to complete a Business Combination and the value of the Company’s securities~~Account. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

~~Overview~~On October 17, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until November 22, 2024 (the “Fifth 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

We are a blank check company incorporated in Delaware on March 3, 2022, for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies. 28

~~Our~~On ~~sponsor~~November 16, is2024, ~~ALWA~~the ~~Sponsor~~Company ~~LLC~~further extended the period it has to consummate an initial business combination by a period of one month, or until December 22, 2024 (the “~~Sponsor~~Sixth 2024 Monthly Extension”). In connection with the one-month extension, athe ~~Delaware~~Sponsor ~~limited~~deposited ~~liability~~$75,000 ~~company.~~into the Company’s Trust Account.

On December 20, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until January 22, 2025 (the “Seventh 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.

~~Table~~If the Company is unable to complete an initial business combination by January 22, 2025 (or June 22, 2025 if the additional extensions are afforded to the Company under the terms of ~~Contents~~the Extension), 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 shares of Class A common stock subject to possible redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less any income or franchise tax obligations and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A common stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board of Directors, liquidate and dissolve, 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.

The ~~registration statement for the~~ Company’s ~~initial~~Initial ~~public~~Stockholders ~~offering~~agreed ~~(“IPO”)~~to ~~was~~waive ~~declared~~their ~~effective~~rights onto ~~March 16,~~liquidating ~~2023.~~distributions Onfrom ~~March 16,~~the ~~2023,~~Trust ~~the~~Account ~~Company~~with ~~consummated~~respect ~~its~~to ~~IPO~~any shares of 5Class B common stock,~~200,000~~ ~~units~~par value $0.0001 per share (“~~Units~~Class B common stock” or “Founder Shares”). Onheld ~~March 17,~~by ~~2023,~~them if the ~~underwriters~~Company ~~partially~~fails ~~exercised~~to ~~their~~complete ~~over-allotment~~its ~~option~~initial ~~and~~business ~~purchased~~combination ~~221,000~~within ~~additional~~the ~~Units~~Combination Period. ~~Each~~However, ~~Unit~~if ~~consists~~the ofInitial ~~one~~Stockholders ~~share~~acquire ofPublic ~~Class A~~Shares ~~common~~in ~~stock~~or after the IPO date, ~~$0.0001~~they ~~par~~will ~~value~~be ~~per~~entitled ~~share~~to ~~(“Class A~~liquidating ~~common~~distributions ~~stock”~~from orthe “Trust Account with respect to such Public Shares~~”),~~ ~~and~~if ~~one~~the ~~redeemable~~Company ~~warrant~~fails ~~exercisable~~to ~~into~~complete ~~one~~a ~~share~~business ofcombination ~~Class A~~within ~~common~~the ~~stock~~prescribed attime anframe. ~~exercise~~The ~~price~~underwriter ofhas ~~$11.50~~agreed ~~per~~to ~~share~~waive their rights to their deferred underwriting commission (~~“Public~~see ~~Warrant”~~Note 6). ~~The~~held ~~Units~~in ~~were~~the ~~sold~~Trust atAccount anin ~~offering~~the ~~price~~event the Company does not complete a business combination within the Combination Period, and, in 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 ~~$10~~the Public Shares.00 ~~per~~In ~~Unit~~the event of such distribution, ~~generating~~it ~~total~~is ~~gross~~possible ~~proceeds~~that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($~~54,210,000~~10. 00).

~~Simultaneously~~In ~~with~~order to protect the ~~consummation~~amounts ofheld in the ~~IPO~~Trust Account, the Sponsor has agreed to be liable to the Company if and to the ~~sale~~extent ofany claims by a third party for services rendered or products sold to the ~~Units~~Company, or a prospective target business with which the Company ~~consummated~~has discussed entering into a transaction agreement, reduce the ~~private~~amount ~~placement~~of funds in the Trust Account to below (~~“Private~~1) ~~Placement”~~$10.30 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of 3the date of the liquidation of the Trust Account due to reductions in the value of the trust assets,~~576~~ in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities,~~900~~ ~~warrants~~including ~~(“Private~~liabilities ~~Placement~~under ~~Warrants”)~~the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor atwill anot ~~price~~be responsible to the extent of ~~approximately~~any $1liability for such third-party claims.00 ~~per~~The ~~Placement~~Company ~~Warrant,~~will ~~generating~~seek ~~total~~to ~~proceeds~~reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of $3creditors by endeavoring to have all vendors,~~577~~ service providers (except the Company’s independent registered public accounting firm),~~000.~~ prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Transaction costs amounted to $4,019,087 consisting of $2,710,500 of underwriting commissions, the Representative Shares (as defined below), and $1,038,067 of other offering costs. At the IPO date, cash of $974,028 was held outside of the Trust Account (as defined below) and is available for the payment of the Note (as defined herein) when necessary, payment of accrued offering costs and for working capital purposes. 29

~~In conjunction with this Public Offering~~Liquidity, ~~the~~Capital ~~Company~~Resources ~~issued~~and toGoing the underwriter 54,210 shares of Class A common stock for nominal consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $270,520. Concern

~~Following~~At ~~the~~September 30, ~~closing of the IPO~~2024, anwe ~~amount~~had cash of $55125,~~836,300~~986 ~~($10.30 per Unit) from the net proceeds of the sale of the Units in the IPO~~ and ~~the sale of the Private Placement Warrants was placed in~~ a ~~trust~~working ~~account~~capital ~~(the~~deficit ~~“Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)~~ of ~~the Investment Company Act of 1940~~$2, ~~as amended (the “Investment Company Act”)~~695, ~~with a maturity of 185 days or less~~136, orexcluding ~~in any open-ended investment company that holds itself out as a money market fund meeting~~ the ~~conditions~~franchise ofand ~~Rule~~income ~~2a-7~~tax ~~of the Investment Company Act~~liabilities, as ~~determined~~these ~~by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its~~ tax ~~obligations,~~liabilities ~~the proceeds from the IPO~~ will ~~not~~ be ~~released~~paid ~~from~~using the ~~Trust~~dividend ~~Account~~and ~~until~~interest ~~the~~income ~~earlier~~earned ~~of: (a) the completion of the Company’s initial business combination, or (b) the redemption of the Company’s Public Shares if the Company is unable to complete its initial business combination~~ in the ~~prescribed~~Trust ~~time frame~~Account.

~~The~~We ~~Company’s~~have ~~management~~neither ~~has~~engaged ~~broad~~in ~~discretion~~any ~~with~~operations ~~respect~~nor togenerated ~~the~~any ~~specific~~revenues ~~application~~to ofdate. ~~the~~Our ~~net~~only ~~proceeds~~activities offrom ~~the~~March 3, ~~IPO~~2022 ~~and~~(inception) ~~the~~to ~~Private Placement Warrants~~September 30, ~~although~~2024 ~~substantially~~were ~~all~~organizational ofactivities ~~the~~and ~~net~~those ~~proceeds~~necessary ~~are intended~~ to beconsummate ~~applied~~the ~~generally~~IPO ~~toward~~and ~~consummating~~identify a ~~business~~target ~~combination.~~company ~~There~~for ~~is no assurance that the Company will be able to complete~~ a business combination ~~successfully~~. ~~The~~We ~~Company~~do ~~must~~not ~~complete~~expect ~~one~~to orgenerate ~~more~~any ~~initial~~operating ~~business~~revenues ~~combinations~~until ~~having~~after anthe ~~aggregate~~completion ~~fair market value~~ of atour ~~least~~business ~~80%~~combination. ofWe ~~the~~have ~~assets~~generated ~~held in the Trust Account (excluding the taxes payable on interest earned~~ and ~~less~~expected ~~any~~to ~~interest~~generate ~~earned~~non-operating ~~thereon~~income ~~that~~in ~~is released for taxes) at~~ the ~~time~~form of ~~the~~dividend ~~agreement~~and tointerest ~~enter~~income ~~into~~on ~~the~~marketable ~~initial~~securities ~~business~~held ~~combination.~~in ~~However,~~ the Company’s ~~will~~Trust ~~only~~Account. ~~complete~~We ahave ~~business~~incurred ~~combination~~and ifexpect ~~the~~to ~~post-transaction~~incur ~~company~~expenses ~~owns~~as ora ~~acquires~~result ~~50% or more~~ of ~~the~~being ~~outstanding~~a ~~voting~~public ~~securities~~company ~~of the target or otherwise acquires an interest in the target sufficient~~ (for itlegal, ~~not~~financial toreporting, beaccounting ~~required~~and toauditing ~~register~~compliance), as anwell ~~investment~~as ~~company~~for ~~under~~due ~~the~~diligence ~~Investment Company Act 1940~~expenses.

InOur ~~connection~~liquidity ~~with~~needs ~~any~~prior ~~proposed~~to ~~initial~~the ~~business~~consummation ~~combination,~~of the ~~Company~~IPO ~~will~~were ~~either:~~satisfied ~~(1) seek~~through ~~stockholder~~the ~~approval~~proceeds of ~~such~~$25,000 ~~initial~~from ~~business~~the ~~combination~~sale atof athe ~~meeting~~Founder ~~called~~Shares, ~~for~~and ~~such~~loans ~~purpose~~from atour ~~which~~Sponsor. ~~stockholders~~Subsequent ~~may~~to ~~seek~~the toconsummation ~~convert~~of ~~their~~the ~~shares~~IPO, ~~regardless~~the ofCompany’s ~~whether~~liquidity ~~they~~needs ~~vote~~have ~~for~~been orand ~~against~~will ~~the~~continue ~~proposed~~to ~~business~~be ~~combination~~satisfied orthrough dothe ~~not~~net ~~vote~~proceeds atheld ~~all,~~outside ~~into~~of ~~their~~the ~~pro~~Trust ~~rata~~Account ~~share~~from the consummation of the ~~aggregate~~IPO ~~amount~~and ~~then~~the onPrivate ~~deposit~~Placement, inand the ~~Trust~~Working ~~Account~~Capital ~~(net~~Loans ofprovided ~~taxes~~by ~~payable),~~the orSponsor (2see below) ~~provide~~. ~~its~~In ~~stockholders~~order ~~with~~to finance the ~~opportunity~~Company’s tooperations ~~sell~~as ~~their~~well ~~shares~~as totransaction ~~the~~costs ~~Company~~in byconnection ~~means~~with an initial business combination, our Sponsor, an affiliate of aour ~~tender~~Sponsor, ~~offer~~or (certain of our officers and ~~thereby~~directors ~~avoid~~or their affiliates may, but are not obligated to, loan the ~~need~~Company ~~for~~funds aas ~~stockholder~~may ~~vote~~be required (“Working Capital Loans”). ~~for~~The anWorking ~~amount~~Capital ~~equal~~Loans are to ~~their~~be ~~pro~~repaid ~~rata~~upon ~~share~~consummation of a business combination, without interest, or, at the ~~aggregate~~lender’s ~~amount~~option, ~~then~~up onto ~~deposit~~$2,000,000 inof the ~~Trust~~outstanding ~~Account~~Working ~~(net~~Capital Loans are convertible into warrants at a price of ~~taxes~~$1.00 ~~payable~~per warrant. As of September 30, 2024 (unaudited), inwe ~~each~~had ~~case~~$1,800,100 ~~subject~~of tooutstanding ~~the~~Working ~~limitations~~Capital ~~described~~Loans ~~herein.~~from our Sponsor.

23As of September 30, 2024 (unaudited), we had cash in the Trust Account of $29,555,985. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions of $1,897,350) to complete its initial business combination, to the extent that our capital stock or debt is used, in whole or in part, as consideration to complete its initial business combination. We may also withdraw dividend and interest income earned in the Trust Account to pay income and franchise taxes.

~~Table~~During the three and nine months ended September 30, 2024, the Company withdrew $464,229 and $1,031,029, respectively, of ~~Contents~~interest and dividend income earned in the Trust Account for payment of the Company’s franchise and income tax liabilities. As of September 30, 2024, $110,268 of the funds were inadvertently used for the payments of general operating expenses. The Company is expected to replenish these amounts via a Working Capital Loan from its Sponsor or another similar type of financing.

IfThe ~~the~~Initial ~~Company~~Stockholders ~~engages~~have inagreed anot ~~tender~~to ~~offer,~~propose ~~such~~any ~~tender~~amendment ~~offer~~to ~~will~~our beCertificate ~~structured~~of soIncorporation that ~~each~~would ~~stockholder~~affect ~~may~~our ~~tender~~public ~~all~~stockholders’ ofability ~~his,~~to ~~her~~convert or ~~its~~sell their shares ~~rather~~to ~~than~~us ain ~~pro~~connection ~~rata~~with ~~portion~~a ofbusiness ~~his,~~combination ~~her~~as ordescribed ~~its~~herein ~~shares.~~or ~~The~~affect ~~decision as to whether~~ the ~~Company~~substance ~~will~~or ~~seek~~timing ~~stockholder approval~~ of aour ~~proposed~~obligation ~~business~~to ~~combination~~redeem or100% ~~will~~of ~~allow~~our ~~stockholders~~Public toShares ~~sell~~if ~~their~~we ~~shares~~do tonot ~~the~~complete ~~Company in~~ a ~~tender~~business ~~offer~~combination ~~will~~by beJanuary 22, ~~made~~2025 by(or ~~the Company~~June 22, ~~solely~~2025 inif the ~~Company’s~~additional ~~discretion,~~extension ~~and~~options ~~will~~are beexercised ~~based~~by onthe aCompany) ~~variety~~unless ofwe ~~factors~~provide ~~such~~our aspublic ~~the~~stockholders ~~timing~~with of the ~~transaction~~opportunity ~~and~~to ~~whether~~redeem ~~the~~their ~~terms~~shares of ~~the~~Class ~~transaction~~A ~~would~~common ~~otherwise~~stock ~~require~~upon usthe ~~to seek stockholder~~ approval. Ifof ~~the~~any ~~Company~~such ~~determines~~amendment toat ~~allow~~a ~~stockholders~~per-share toprice, ~~sell~~payable ~~their~~in ~~shares~~cash, equal to the ~~Company~~aggregate inamount athen ~~tender~~on ~~offer,~~deposit itin ~~will file tender offer documents with~~ the ~~U.S.~~Trust ~~Securities~~Account, ~~and~~including ~~Exchange~~interest ~~Commission~~not ~~(“SEC”)~~previously ~~which~~released ~~will~~to ~~contain substantially~~ the ~~same~~Company ~~financial~~but ~~and~~net ~~other~~of ~~information~~franchise ~~about~~and ~~the~~income ~~initial~~taxes ~~business~~payable, ~~combination~~divided asby isthe ~~required~~number ~~under~~of ~~the~~then ~~SEC’s~~outstanding ~~proxy~~Public ~~rules~~Shares.

The Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. 30

IfThe $125,986 held outside of the Trust Account as of September 30, 2024 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these unaudited condensed financial statements, assuming that a ~~stockholder~~business ~~vote~~combination is not consummated during that time. Giving effect to the 2024 Charter Amendments discussed above, the Company has until January 22, 2025 (or June 22, 2025 if the additional extension options are exercised by the Company), to complete an initial business combination, subject to the Company making the required Trust Account deposits. If an initial business combination is not consummated by ~~law~~January 22, 2025 (or June 22, 2025 if the additional extension options are exercised by the Company), there will be a mandatory liquidation and subsequent dissolution of the Company. ~~does~~The ~~not~~Company ~~decide~~may need to ~~hold~~raise aadditional ~~stockholder~~capital ~~vote~~through ~~for~~loans ~~business~~or additional investments from its Sponsor, stockholders, officers, directors, or ~~other~~third ~~legal~~parties. ~~reasons~~The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company ~~will~~funds, ~~pursuant~~from time to ~~its~~time ~~second~~or ~~amended~~at ~~and~~any ~~restated~~time, ~~certificate~~in ofwhatever ~~incorporation~~amount they deem reasonable in their sole discretion, asto ~~amended~~meet (the ~~“Certificate~~Company’s ofworking ~~Incorporation”),~~capital ~~conduct~~needs and provide for the ~~redemptions~~required ~~pursuant~~monthly extension Trust Account deposits. Accordingly, the Company may not be able to obtain additional financing. If the ~~tender~~Company ~~offer~~is ~~rules~~unable ofto raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the ~~SEC~~pursuit of a potential transaction, and ~~file~~reducing ~~tender~~overhead ~~offer~~expenses. ~~documents~~The ~~with~~Company ~~the~~cannot provide ~~SEC~~any ~~prior~~assurance that new financing will be available to ~~completing~~it on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern, assuming a business combination is not consummated. Our unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~If,~~We ~~however,~~believe ~~stockholder~~that ~~approval~~the ofproceeds raised in the ~~transactions~~IPO isand ~~required~~the byfunds ~~law,~~potentially oravailable from loans from the ~~Company~~Sponsor ~~decides~~or any of their affiliates will be sufficient to ~~obtain~~allow ~~stockholder~~us ~~approval~~to meet the expenditures required for its activities until a business orcombination ~~legal~~is ~~reasons~~complete. However, if the ~~Company~~estimate ~~will~~of ~~offer~~the tocosts ~~redeem~~of ~~shares~~identifying a target business, undertaking in-depth ~~conjunction~~due ~~with~~diligence aand ~~proxy~~negotiating ~~solicitation~~an ~~pursuant~~initial tobusiness combination are less than the ~~proxy~~actual ~~rules~~amount ~~and~~necessary ~~not~~to ~~pursuant~~do so, we may have insufficient funds available to operate our business prior to the ~~tender~~initial ~~offer~~business ~~rules~~combination. ~~Additionally~~Moreover, ~~each~~we ~~public~~may ~~stockholder~~need ~~may~~to ~~elect~~obtain additional financing either to complete the initial business combination or because we become obligated to redeem ~~their~~a significant number of Public Shares ~~irrespective~~upon completion of ~~whether~~the ~~they~~initial ~~vote~~business ~~for~~combination, in which case we may issue additional securities or ~~against~~incur ~~the~~debt ~~proposed~~in ~~transaction.~~connection with such initial business combination.

~~Notwithstanding~~Results ~~the foregoing redemption rights, if the Company seeks stockholder approval~~ of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO (“Excess Shares”). However, the Company’s stockholders will not be restricted to vote all of their shares (including Excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if the Company completes the initial business combination. Operations

~~The~~Since ~~Company’s~~the ~~Sponsor~~IPO, ~~officers and directors (collectively,~~ the ~~“Initial Stockholders”) have agreed not to propose any amendment to the Certificate of Incorporation that would affect the~~ Company’s ~~public~~activity ~~stockholders’~~has ~~ability~~been tolimited ~~convert or sell their shares~~ to the ~~Company~~search infor ~~connection~~a ~~with~~prospective ainitial business combination. asThe ~~described~~Company ~~herein~~will ornot ~~affect~~generate ~~the~~any ~~substance~~operating orrevenues ~~timing~~until of the ~~Company’s~~closing ~~obligation~~and tocompletion ~~redeem 100%~~ of ~~its~~an ~~Public~~initial ~~Shares if the Company does not complete a~~ business combination ~~by August 22~~, 2024 (or June 22, 2025 if the additional extensions options are exercised by the Company) unless the Company provides its public stockholders with the opportunity to convert their shares of Class A common stock upon the approval of any such amendment at ~~a per-share price, payable in cash, equal to~~ the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable up to the interest income from the Trust Account, divided by the number of then outstanding public sharesearliest.

~~Initial~~For ~~Extension~~the three months ended September 30, 2024, the Company had net income of ~~Period~~$131,457, which was primarily related to ~~Complete~~$380,258 ~~Initial~~of ~~Business~~dividend ~~Combination~~and interest income earned in the Trust Account, offset by $174,608 of formation and general and administrative costs and $74,193 of income tax expense. For the three months ended September 30, 2023, we had net income of $278,301, which was primarily related to $736,855 of dividend and interest income earned in the Trust, offset by $309,757 of formation and operating costs and $148,797 of income tax expense.

OnFor ~~March 19, 2024,~~ the ~~Company~~nine ~~extended the period of which it is able to consummate an initial business combination by a period of three~~ months, orended ~~until June~~September 2230, 2024 ~~(the “Initial Extension”). In connection with the Initial Extension~~, the Company’s ~~sponsor~~had ~~deposited~~net anincome ~~aggregate~~ of $~~542~~428,~~100~~715, ~~into~~which ~~the~~was ~~Company’s~~primarily ~~Trust~~related ~~Account~~to $1,875,533 inof ~~return~~dividend ~~for~~and ainterest ~~non-convertible~~income ~~unsecured~~earned ~~promissory~~in ~~note (~~the ~~“Extension~~Trust ~~Note”).~~Account, ~~The~~offset ~~Extension~~by ~~Note~~$1,051,053 ~~bears~~of noformation ~~interest~~ and isgeneral ~~repayable~~and inadministrative ~~full~~costs ~~upon~~and ~~the~~$395,765 ~~consummation~~ of anincome ~~initial~~tax ~~business combination~~expense. IfFor the ~~Company~~nine ~~does~~months ~~not~~ended ~~consummate~~September 30, ~~a business combination~~2023, the ~~Extension~~Company ~~Note~~had ~~will~~a ~~not~~net beincome ~~repaid~~of $688,628, ~~and~~which ~~all~~was ~~amounts~~primarily ~~owed~~related ~~under~~to ~~the~~$1,465,180 ~~Extension~~of ~~Note~~dividend ~~will~~and beinterest ~~forgiven~~income ~~except~~earned toin the ~~extent~~Trust ~~that~~Account ~~there~~and ~~are~~$134,583 ~~funds~~gain ~~available~~related to the ~~Company~~change ~~outside~~in offair ~~the~~market ~~Trust~~value ~~Account.~~of ~~The~~the ~~Initial~~over-allotment ~~Extension~~liability, ~~was~~offset ~~the~~by ~~first~~$621,276 of ~~the~~formation ~~two~~and ~~three-month~~operating ~~Extensions~~costs ~~permitted~~and ~~under~~$289,859 ~~the~~of ~~Company’s~~income ~~governing~~tax ~~documents~~expense.

24 31

~~Table~~The decrease in income tax expense during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily attributed to the decrease in dividend and interest income earned in the Trust Account due to the redemptions that occurred on June 18, 2024. The increase in income tax expense during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily attributed to the increase in dividend and interest income earned on the balances in the Trust. Formation and operating costs decreased during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily due to the decrease in the Company’s accounting and legal expenses. Formation and operating costs increased during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to the increases in accounting and legal expenses. The decrease related to the change in fair value of ~~Contents~~the over-allotment liability during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 was due to the over-allotment option being expired as of April 30, 2023. This resulted in a gain and increased net income during the three and nine months ended September 30, 2023.

~~2024~~Commitments ~~Special~~and ~~Meeting~~Contractual ~~of the Stockholders~~ Obligations

~~The~~Registration Company convened a special meeting of stockholders on June 18, 2024 (the “2024 Special Meeting”), at which the Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation to provide the Company’s board of directors with the right to extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the “2024 Extension Amendment”). The Company also entered into an amendment (the “2024 Trust Amendment” and together with the 2024 Extension Amendment, the “2024 Charter Amendments”) to the Trust Agreement in order to allow the Company to extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 by depositing into the Trust Account, for each one-month extension, $75,000 (the “Extension Payment”). Rights

InThe ~~connection~~holders ~~with~~of the ~~2024~~Founder ~~Charter~~Shares, ~~Amendments~~Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans, any shares of Class A common stock issuable upon the ~~holders~~exercise of the ~~Company’s~~Private ~~Public~~Placement ~~Shares~~Warrants ~~were~~and ~~given~~warrants that may be issued upon conversion of the ~~opportunity~~Working toCapital ~~redeem~~Loans ~~their~~and ~~Public~~Class ~~Shares~~A ~~for~~common astock ~~pro~~issuable ~~rata~~upon ~~share~~conversion of the ~~funds~~Founder onShares, ~~deposit~~are inentitled to registration rights pursuant to a registration rights agreement to be signed at the ~~Trust~~effective ~~Account~~date of the IPO, ~~including~~requiring ~~any~~us ~~interest~~to ~~earned~~register onsuch securities for resale (in the ~~Trust~~case ~~Account~~of ~~deposits~~the ~~(net~~Founder Shares, only after conversion of ~~taxes~~the ~~payable~~Class A common stock),. ~~divided~~The byholders of the ~~number~~majority of ~~then~~these ~~outstanding~~securities ~~Public~~are ~~Shares.~~entitled ~~Stockholders~~to ~~holding~~make 2up to three demands,~~752,307~~ ~~Public~~excluding ~~Shares~~short ~~exercised~~form ~~their~~demands, ~~right~~that tothe ~~redeem~~Company register such ~~shares~~securities. ~~for~~In aaddition, ~~pro~~the ~~rata~~holders ~~portion~~have ofcertain “piggy-back” registration rights with respect to registration statements filed subsequent to the ~~funds~~completion inof the ~~Company’s~~initial ~~Trust~~business ~~Account.~~combination Asand arights ~~result,~~to ~~approximately~~require ~~$30.2~~us to register for resale such securities pursuant to Rule ~~million~~415 ~~(approximately~~under ~~$10~~the Securities Act.97 ~~per~~The ~~share)~~registration ~~were~~rights ~~removed~~agreement ~~from~~does ~~the~~not ~~Company’s~~contain ~~Trust~~liquidated ~~Account~~damages toor ~~pay~~other ~~such~~cash ~~redeeming~~settlement ~~stockholders.~~provisions resulting from delays in registering securities.

OnUnderwriting June 20, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until July 22, 2024 (the “First 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account. Agreement

~~On July 16~~$1, ~~2024~~897,350 in the ~~Company~~aggregate ~~further~~(reflecting ~~extended~~the partial exercise by the ~~period~~underwriter itof ~~has~~its over-allotment option), will be payable to ~~consummate~~the anunderwriter ~~initial~~for ~~business~~deferred ~~combination~~underwriting bycommissions. aThe ~~period~~deferred offee ~~one~~will ~~month,~~become orpayable ~~until~~to ~~August 22,~~the ~~2024~~underwriter (from the ~~“Second~~amounts ~~2024~~held ~~Monthly~~in ~~Extension”).~~the InTrust ~~connection~~Account ~~with~~solely in the ~~one-month~~event ~~extension,~~that the Company’s ~~Sponsor~~completes ~~deposited~~an ~~$75~~initial business combination,~~000~~ ~~into~~subject to the ~~Company’s~~terms ~~Trust~~of ~~Account.~~the underwriting agreement.

IfAdministrative ~~the~~Support Company is unable to complete an initial business combination by August 22, 2024 (or June 22, 2025 if the additional extensions options are exercised by the Company), 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 shares of Class A common stock subject to possible redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less any income or franchise tax obligations and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A common stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, 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. Agreement

~~The~~On ~~Company’s~~March 22, ~~Initial~~2023, ~~Stockholders~~the ~~agreed~~Company toentered ~~waive~~into ~~their~~the ~~rights~~administrative tosupport ~~liquidating~~agreement ~~distributions~~under ~~from~~which ~~the~~it ~~Trust~~pays ~~Account~~the ~~with~~Sponsor ~~respect~~a tototal ~~any~~of ~~Class B~~$10,000 ~~common~~per ~~stock~~month, ~~held~~up byuntil ~~them~~the ifcompletion of the Company’s ~~fails to complete its~~ initial business combination ~~within~~or ~~the Combination Period. However~~liquidation, iffor ~~the~~secretarial ~~Initial~~and ~~Stockholders~~administrative ~~acquire~~services. ~~Public~~The ~~Shares~~Company’s ~~after~~expenses ~~the~~related ~~IPO date, they will be entitled~~ to ~~liquidating distributions from~~ the ~~Trust~~administrative ~~Account~~support ~~with~~agreement ~~respect~~were to$30,000 ~~such~~and ~~Public~~$90,000 ~~Shares~~for if the ~~Company~~three ~~fails~~and tonine ~~complete~~months aended ~~business~~September 30, ~~combination~~2024, ~~within the prescribed time frame~~respectively. The ~~underwriter~~Company’s ~~has~~expenses ~~agreed~~related to ~~waive~~the ~~their~~administrative ~~rights~~support toagreement ~~their~~were ~~deferred~~$30,000 ~~underwriting~~and ~~commission~~$60,000 ~~(see~~for ~~Note~~the 6)three ~~held~~and innine ~~the~~months ~~Trust~~ended ~~Account~~September 30, in2023, ~~the~~respectively. ~~event~~Upon ~~the~~completion ~~Company~~of ~~does~~the ~~not~~initial ~~complete a~~ business combination ~~within~~or the ~~Combination~~Company’s ~~Period and~~liquidation, inthe ~~such~~Company ~~event, such amounts~~ will becease ~~included~~paying ~~with~~these ~~the~~monthly ~~other~~fees. ~~funds~~As ~~held~~of inSeptember 30, ~~the~~2024 ~~Trust~~(unaudited), ~~Account~~$152,180 ~~that~~of ~~will~~amounts bedue ~~available~~ to ~~fund~~ the ~~redemption~~Sponsor ofunder the ~~Public~~Administrative ~~Shares.~~Support InAgreement ~~the~~remain ~~event of such distribution~~unpaid, itand isare ~~possible~~included ~~that~~in ~~the~~Due ~~per~~to ~~share~~Related ~~value~~Party ofon the ~~assets~~condensed ~~remaining~~balance ~~available for distribution will be less than the IPO price per Unit ($10~~sheets.~~00).~~

25Critical Accounting Policies and Estimates

~~Table~~The preparation of ~~Contents~~the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Significant assumptions include the fair value of the Company’s Public Warrants and Representative Shares, at their issuance dates, the valuation of the over-allotment option provided to the underwriters and the excise tax liability in connection with redemption of Class A common stock. Actual results could differ from those estimates

~~claims~~Derivative ~~under~~Financial the Company’s indemnity of the underwriter 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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Instruments

~~Liquidity~~The Company issued Warrants to its investors, ~~Capital~~and ~~Resources~~the over-allotment option to the underwriter. The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and ~~Going~~applicable ~~Concern~~authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the instruments could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

At ~~June 30,~~the ~~2024~~IPO date, wethe ~~had~~Public ~~cash~~Warrants ofand ~~$862~~Private ~~and~~Placement aWarrants ~~working~~were ~~capital~~accounted ~~deficit~~for ofas ~~$2,579,796,~~equity ~~excluding~~instruments as they meet all of the ~~franchise~~requirements ~~and~~for ~~income~~equity ~~tax~~classification ~~liabilities~~under ASC 815 based on current expected terms, aswhich ~~these~~are ~~tax~~subject ~~liabilities~~to ~~will~~change. beThe ~~paid~~over-allotment ~~using~~option ~~the~~was ~~dividend~~accounted ~~and~~for ~~interest~~as ~~income~~a ~~earned~~liability inunder ~~the~~ASC ~~Trust~~480, ~~Account.~~as it is an option exercisable into redeemable shares.

WeCommon ~~have~~Stock ~~neither~~Subject ~~engaged in any operations nor generated any revenues~~ to ~~date.~~Possible Our only activities from March 3, 2022 (inception) to June 30, 2024 were organizational activities and those necessary to consummate the IPO and identify a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We have generated and expected to generate non-operating income in the form of dividend and interest income on marketable securities held in the Company’s Trust Account. We have incurred and expect to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Redemption

~~Our~~The ~~liquidity~~Company ~~needs~~accounts ~~prior~~for toits ~~the~~common ~~consummation~~stock ofsubject ~~the~~to ~~IPO~~possible ~~were~~redemption ~~satisfied~~in ~~through~~accordance ~~the~~with ~~proceeds of $25,000 from~~ the ~~sale~~guidance ofin ~~the~~ASC ~~Founder~~Topic ~~Shares~~480, ~~and~~“Distinguishing ~~loans~~Liabilities from ~~our~~Equity” ~~Sponsor~~(“ASC 480”). ~~Subsequent~~Class toA ~~the~~common ~~consummation~~stock ofsubject ~~the~~to ~~IPO,~~mandatory ~~the~~redemption ~~Company’s~~(if ~~liquidity~~any) ~~needs~~are ~~have~~classified ~~been~~as ~~and~~a ~~will~~liability ~~continue~~instrument toand beare ~~satisfied~~measured ~~through~~at ~~the~~fair ~~net~~value. ~~proceeds~~Conditionally ~~held~~redeemable ~~outside~~common ofstock ~~the~~(including ~~Trust~~common ~~Account~~stock ~~from~~that ~~the~~feature ~~consummation~~redemption ofrights ~~the~~that ~~IPO~~are ~~and~~either within the ~~Private~~control ~~Placement,~~of ~~and~~ the ~~Working~~holder ~~Capital~~or ~~Loans~~subject ~~provided~~to byredemption upon the ~~Sponsor~~occurrence ~~(see~~of ~~below).~~uncertain Inevents ~~order~~not tosolely ~~finance~~within the Company’s ~~operations~~control) asare ~~well~~classified as ~~transaction~~temporary ~~costs~~equity. inAt ~~connection~~all ~~with~~other antimes, ~~initial~~common ~~business~~stock ~~combination,~~is ~~our~~classified ~~Sponsor,~~as anstockholders’ ~~affiliate~~equity. The Company’s Class A common stock sold as part of ~~our~~the ~~Sponsor~~IPO, orfeature certain ofredemption ~~our~~rights ~~officers~~that ~~and~~are ~~directors~~considered orto ~~their~~be ~~affiliates~~outside ~~may,~~of ~~but~~the ~~are~~Company’s ~~not~~control ~~obligated~~and subject to, ~~loan~~ the ~~Company~~occurrence ~~funds~~of asuncertain ~~may~~future beevents. ~~required~~Accordingly, upClass A common stock subject to ~~$2,000,000~~possible ~~(“Working~~redemption ~~Capital~~are ~~Loans”).~~classified ~~The~~as ~~Working~~temporary ~~Capital~~equity ~~Loans~~and are toaccreted befrom ~~repaid~~the ~~upon~~initial ~~consummation~~carrying ofamount ato ~~business~~the ~~combination,~~redemption ~~without~~value ~~interest,~~over ~~or,~~the atperiod from the ~~lender’s~~date ~~option,~~of upissuance to ~~$2,000,000~~the earliest redemption date of the ~~outstanding~~instrument ~~Working~~on ~~Capital~~a ~~Loans~~straight-line ~~are~~basis. ~~convertible~~Subsequent ~~into~~to ~~warrants~~the atIPO adate, ~~price~~the ofaccretion ~~$1.00~~also ~~per~~includes ~~warrant.~~the Asdividend ofand ~~June 30,~~interest ~~2024~~income ~~(unaudited),~~earned wein ~~had~~the ~~$1,379,100~~Trust ofAccount ~~outstanding~~in ~~Working~~excess ~~Capital~~of ~~Loans~~income ~~from~~and ~~our~~franchise ~~Sponsor~~taxes.

AsThe ofchange ~~June 30, 2024 (unaudited), we had cash~~ in the ~~Trust~~carrying ~~Account~~value of ~~$29,414,956.~~Class WeA ~~intend~~common tostock ~~use~~subject ~~substantially~~to ~~all~~possible ofredemption ~~the~~resulted ~~funds held~~ in ~~the~~charges ~~Trust~~against ~~Account,~~additional ~~including~~paid-in ~~any~~capital. ~~amounts~~Subsequent ~~representing~~to ~~interest~~the ~~earned~~IPO ondate, the ~~Trust~~Company ~~Account~~accretes ~~(less~~a ~~deferred~~portion ~~underwriting commissions~~ of ~~$1,897,350) to complete its initial business combination, to~~ the ~~extent~~accretion that ~~our~~reflects ~~capital~~a ~~stock~~redemption ~~or debt is used,~~ in ~~whole~~excess orof infair ~~part~~value, asextension ~~consideration~~deposits tomade ~~complete~~into ~~its~~the ~~initial~~Trust ~~business~~Account ~~combination.~~and ~~We may also withdraw~~ dividend and interest income earned in the Trust Account toin ~~pay~~excess of income and franchise taxes. As of June 30, 2024 (unaudited), we have withdrawn $566,800 from the Trust Account in order to satisfy income tax obligations. As of June 30, 2024 (unaudited), no funds have been withdrawn from the Trust Account to satisfy the Company’s Delaware franchise tax obligations.

~~The~~Recent ~~Initial~~Accounting Stockholders have agreed not to propose any amendment to our Certificate of Incorporation that would affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete a business combination by August 22, 2024 (or June 22, 2025 if the additional extension options are exercised by the Company) unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding Public Shares. Standards

26In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, but allows for early adoption. The Company adopted ASU 2020-06 on January 1, 2024 which had no impact on its financial statements.

~~Table of Contents~~33

~~The~~In ~~$862~~December 2023, ~~held outside of~~ the ~~Trust~~FASB ~~Account~~issued ~~and~~ASU a2023-09 ~~working~~“Income ~~capital~~Taxes ~~deficit~~(Topic of740): ~~$2,579,796~~Improvements ~~excluding~~to ~~franchise~~Income ~~and~~Tax ~~income tax liabilities as of June 30~~Disclosures,” ~~2024~~that ~~will~~addresses ~~not~~requests ~~be sufficient to allow the Company to operate~~ for atimproved ~~least~~income ~~the~~tax ~~next~~disclosures ~~12 months~~ from ~~the~~investors ~~issuance~~that ofuse ~~these~~the financial statements, ~~assuming~~to ~~that~~make acapital ~~business~~allocation ~~combination is not consummated during that time~~decisions. ~~Giving~~Public ~~effect~~entities tomust ~~the~~adopt ~~2024 Charter Amendments discussed above,~~ the ~~Company~~new ~~has~~guidance ~~until~~for ~~August 22,~~fiscal ~~2024~~years ~~(or~~beginning ~~June 22,~~after 2025 if the additional extension options are exercised by the Company), to complete an initial business combination, subject to the Company making the required Trust Account deposits. If an initial business combination is not consummated by AugustDecember 2215, 2024 ~~(or June 22, 2025 if the additional extension options are exercised by the Company), there will be a mandatory liquidation and subsequent dissolution of the Company~~. The ~~Company~~amendments ~~may~~in ~~need~~this toASU ~~raise~~must ~~additional~~be ~~capital~~applied ~~through~~on ~~loans~~a orretrospective ~~additional~~basis ~~investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated~~ to, ~~loan~~all ~~the~~prior ~~Company~~periods ~~funds,~~presented ~~from time to time or at any time,~~ in ~~whatever amount they deem reasonable in their sole discretion, to meet~~ the ~~Company’s~~financial ~~working~~statements ~~capital needs~~ and ~~provide~~early ~~for~~adoption ~~the~~is ~~required monthly extension Trust Account deposits~~permitted. ~~Accordingly,~~The ~~the~~ Company ~~may~~is ~~not~~currently beevaluating ~~able to obtain additional financing. If~~ the ~~Company~~potential isimpact ~~unable~~that ~~to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending~~ the ~~pursuit~~adoption of athis ~~potential~~standard ~~transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing~~ will behave ~~available to it~~ on ~~commercially~~its ~~acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern, assuming a business combination is not consummated. Our~~ financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

WeManagement does not believe that ~~the proceeds raised in the IPO and the funds potentially available from loans from the Sponsor or~~ any ofadditional ~~their~~recently ~~affiliates~~issued, ~~will~~but benot ~~sufficient~~yet toeffective, ~~allow~~accounting ~~us to meet the expenditures required for operating our business. However~~standards, if ~~the~~currently ~~estimate of the costs of identifying a target business~~adopted, ~~undertaking~~would ~~in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may~~ have insufficient funds available to operate our business prior to the initial business combination. Moreover, we may need to obtain additional financing either to complete the initial business combination or because we become obligated to redeem a ~~significant~~material ~~number~~impact ofon ~~Public Shares upon completion of~~ the ~~initial~~Company’s ~~business~~unaudited ~~combination,~~condensed infinancial ~~which case we may issue additional securities or incur debt in connection with such initial business combination~~statements.

~~Results~~JOBS ~~of Operations~~ Act

~~Since~~On April 5, 2012, the ~~IPO~~JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the ~~Company’s~~JOBS ~~activity~~Act ~~has~~will ~~been~~be ~~limited~~allowed to comply with new or revised accounting pronouncements based on the ~~search~~effective date for aprivate ~~prospective~~(not ~~initial~~publicly ~~business~~traded) ~~combination~~companies. ~~The~~We ~~Company~~are ~~will~~electing to delay the adoption of new or revised accounting standards, and as a result, we may not ~~generate~~comply ~~any~~with ~~operating~~new ~~revenues~~or ~~until~~revised accounting standards on the ~~closing~~relevant ~~and~~dates ~~completion~~on which adoption of ansuch ~~initial~~standards ~~business~~is ~~combination,~~required atfor ~~the~~non-emerging ~~earliest~~growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~For~~Additionally, the ~~three~~Company ~~months~~is ~~ended~~in ~~June 30,~~the ~~2024,~~process of evaluating the ~~Company~~benefits ~~had~~of ~~net~~relying ~~income~~on ofthe ~~$166,656,~~other ~~which~~reduced ~~was~~reporting ~~primarily~~requirements ~~related~~provided by the JOBS Act. Subject to ~~$737~~certain conditions set forth in the JOBS Act,~~335~~ ofif, ~~dividend~~as ~~and~~an ~~interest~~“emerging ~~income~~growth ~~earned~~company”, inthe Company chooses to rely on such exemptions the ~~Trust~~Company ~~Account~~may not be required to, ~~offset~~among byother ~~$424~~things,~~028~~ (i) provide an independent registered public accounting firm’s attestation report on our system of ~~formation~~internal ~~and~~controls ~~general~~over ~~and~~financial ~~administrative~~reporting ~~costs~~pursuant ~~and~~to ~~$146~~Section 404,~~651~~ (ii) provide all of ~~income~~the ~~tax~~compensation ~~expense.~~disclosure ~~For~~that may be required of non-emerging growth public companies under the ~~three~~Dodd-Frank ~~months~~Wall ~~ended~~Street ~~June 30,~~Reform ~~2023~~and Consumer Protection Act, we(iii) ~~had~~comply ~~net~~with ~~income~~any ofrequirement ~~$453,111,~~that ~~which~~may ~~was~~be ~~primarily~~adopted ~~related~~by the PCAOB regarding mandatory audit firm rotation or a supplement to ~~$666,505~~the report of ~~dividend~~independent ~~and~~registered ~~interest~~public ~~income~~accounting ~~earned~~firm inproviding additional information about the ~~Trust~~audit ~~Account~~and the financial statements (auditor discussion and ~~$173~~analysis),~~764~~ ~~gain~~and (iv) disclose certain executive compensation related toitems such as the ~~change~~correlation inbetween ~~fair~~executive ~~market~~compensation ~~value~~and performance and comparisons of the ~~over-allotment~~Chief ~~liability,~~Executive ~~offset~~Officers’ bycompensation ~~$253,135~~to ofmedian ~~formation~~employee ~~and~~compensation. ~~operating~~These ~~costs~~exemptions ~~and~~will ~~$134,023~~apply for a period of ~~income~~five ~~tax~~years ~~expense.~~following the completion of the IPO or until the Company is no longer an “emerging growth company,” whichever is earlier.

~~For~~Inflation ~~the~~Reduction ~~six~~Act ~~months ended June 30, 2024, the Company had net income~~ of $297,258, which was primarily related to $1,495,275 of dividend and interest income earned in the Trust Account, offset by $876,445 of formation and general and administrative costs and $321,572 of income tax expense. For the six months ended June 30, 2023, the Company had a net income of $410,327, which was primarily related to $728,325 of dividend and interest income earned in the Trust Account and $134,583 gain related to the change in fair market value of the over-allotment liability, offset by $311,519 of formation and operating costs and $141,062 of income tax expense. 2022

~~The~~On ~~increase~~August 16, in2022, ~~income~~the ~~tax~~Inflation ~~expense~~Reduction ~~during~~Act ~~the~~of ~~three~~2022 ~~months~~(the ~~ended~~“IRA”) ~~June 30,~~was ~~2024~~signed ~~compared~~into tofederal ~~the~~law. ~~three~~The ~~months~~IRA ~~ended~~provides ~~June 30~~for, ~~2023~~among ~~was~~other ~~primarily~~things, ~~attributed~~a tonew ~~the~~U.S. ~~increase~~federal in1% ~~dividend~~excise ~~and~~tax ~~interest~~on ~~income~~certain ~~earned~~repurchases inof ~~the~~stock ~~Trust~~by ~~Account~~publicly ~~due~~traded toU.S. ~~the~~domestic ~~increase~~corporations inand ~~interest~~certain ~~rates~~U.S. ~~The~~domestic ~~increase~~subsidiaries inof ~~income~~publicly ~~tax~~traded ~~expense~~foreign ~~during~~corporations ~~the~~occurring ~~six~~on ~~months~~or ~~ended~~after ~~June~~January 301, ~~2024 compared to the six months ended June 30,~~ 2023. ~~was~~The ~~primarily~~excise ~~attributed~~tax tois ~~the~~imposed ~~increase in dividend and interest income earned~~ on the ~~balances~~repurchasing incorporation ~~the~~itself, ~~Trust~~not ~~held~~its ~~for~~shareholders ~~six~~from ~~months~~which inshares ~~2024~~are asrepurchased. ~~compare~~The toamount ~~three~~of ~~and~~the aexcise ~~half~~tax ~~months~~is ingenerally ~~2023.~~1% ~~Formation~~of ~~and~~the ~~operating~~fair ~~costs~~market ~~increased~~value ~~during~~of the ~~three~~shares ~~and~~repurchased ~~six~~at ~~months~~the ~~ended~~time ~~June 30,~~of ~~2024 as compared to~~ the ~~three~~repurchase. ~~and six months ended June 30~~However, ~~2023~~for ~~primarily~~purposes ~~due~~of tocalculating ~~increases~~the inexcise ~~accounting~~tax, ~~and~~repurchasing ~~legal~~corporations ~~expenses~~are ~~and~~permitted ~~general~~to ~~business~~net ~~expenses~~the ~~related~~fair tomarket ~~operating~~value asof acertain ~~public~~new ~~company.~~stock ~~The~~issuances ~~decrease~~against ~~related to~~ the ~~change in~~ fair market value of ~~the~~stock ~~over-allotment~~repurchases ~~liability~~ during the ~~three~~same ~~and~~taxable ~~six~~year. ~~months~~In ~~ended June 30~~addition, ~~2024~~certain ~~compared~~exceptions apply to the ~~three~~excise ~~and~~tax. ~~six~~The ~~months~~U.S. ~~ended~~Department ~~June 30,~~of ~~2023~~the ~~was~~Treasury ~~due to~~ (the ~~over-allotment~~“Treasury”) ~~option~~has ~~being~~been ~~expired~~given asauthority ofto ~~April 30,~~provide ~~2023.~~regulations ~~This resulted in a gain~~ and ~~increased~~other ~~net~~guidance ~~income~~to ~~during~~carry ~~the~~out ~~three~~ and ~~six~~prevent ~~months~~the ~~ended~~abuse ~~June 30,~~or ~~2023.~~avoidance Noof ~~such event occurred during~~ the ~~three~~excise ~~and six months ended June 30, 2024~~tax.

On December 27, 2022, the U.S. Department of the Treasury issued Notice 2023-2 (the “Notice”) as interim guidance until publication of forthcoming proposed regulations on the excise tax. Although the guidance in the Notice does not constitute proposed or final Treasury regulations, taxpayers may generally rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations. Certain of the forthcoming proposed regulations (if issued) could, however, apply retroactively. The Notice generally provides that if a covered corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such covered corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

~~Table of Contents~~34

~~Commitments~~Because any redemptions of our stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022, the redemptions that take place after that date, including the redemption on June 18, 2024 in connection with the 2024 Special Meeting, may be subject to the excise tax. Whether and ~~Contractual~~to ~~Obligations:~~what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the such redemptions, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it occurs (including redemptions in connection with the Special Meeting), (iii) the nature and amount of any equity issuances, in connection with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (v) legal uncertainties regarding how the excise tax applies to transactions like the business combination (and, if applicable, a complete liquidation and dissolution of the Company) and the content of final and proposed regulations and further guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for the excise tax that may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any funds from the trust account to pay any such excise tax.

~~Registration~~On ~~Rights~~June 18, 2024, the Company’s stockholders redeemed 2,752,307 Class A common stock shares for a total of $30,194,356. The Company evaluated the current status and probability of the excise taxes becoming payable under the guidance in ASC 450, “Contingencies”, and determined that a contingent liability should be calculated and recorded. During the three and nine months ended September 30, 2024, the Company incurred zero and $301,944 excise tax liability related to the June 18, 2024, redemptions. The excise tax liability totaled $301,944 and $0 as of September 30, 2024 (unaudited), and December 31, 2023, respectively.

~~The~~Related ~~holders~~Party of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans, any shares of Class A common stock issuable upon the exercise of the Private Placement warrants and warrants that may be issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement to be signed at the effective date of the IPO, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion of the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities. Transactions

~~Underwriting~~Founder ~~Agreement~~ Shares

In May 2022, the Sponsor paid $125,~~897~~000,~~350~~ or approximately $0.011 per share, to cover certain offering costs in ~~the~~consideration ~~aggregate~~for ~~(reflecting~~2,156,250 ~~the~~shares ~~partial~~of ~~exercise~~Class byB common stock. On May 10, 2022, the ~~underwriter~~Sponsor ofsurrendered ~~its~~287,500 ~~over-allotment~~Founder ~~option)~~Shares, ~~will~~for beno ~~payable~~consideration, toresulting in the ~~underwriter~~Sponsor ~~for~~and ~~deferred~~directors ~~underwriting~~continuing ~~commissions~~to hold 1,868,750 Founder Shares. ~~The~~On ~~deferred~~August 26, ~~fee~~2022, ~~will~~the ~~become~~Sponsor ~~payable~~transferred 25,000 Founder Shares to ~~the~~each ~~underwriter~~of ~~from~~Rahul ~~the~~Mewawalla ~~amounts~~and ~~held~~Stephen inMarkscheid, ~~the~~each ~~Trust~~of ~~Account~~which ~~solely~~are inmembers of the ~~event~~Company’s ~~that~~Board of Directors. The awards will vest simultaneously with the ~~Company~~closing ~~completes~~of an initial business combination, ~~subject~~provided tothe director has continuously served on the ~~terms~~Company’s Board of Directors through the ~~underwriting~~closing ~~agreement.~~of such initial business combination.

~~Administrative~~On ~~Support~~March 16, ~~Agreement~~2023, the Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in the Sponsor and directors holding an aggregate of 1,495,000 Founder Shares, of which up to 195,000 was subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration date on April 30, 2023.

On March 2217, 2023, ~~the~~upon ~~Company entered into~~ the ~~administrative~~partial ~~support~~exercise ~~agreement~~their ~~under~~over-allotment ~~which~~option itby ~~pays~~ the ~~Sponsor a total of $10~~underwriters,~~000~~ ~~per month, up until~~ the ~~completion~~forfeiture oflapsed ~~the~~for ~~Company’s initial business combination or liquidation~~55,250 ~~for~~Founder ~~secretarial and administrative services~~Shares. ~~The~~Following ~~Company’s expenses related to~~ the ~~administrative~~expiration ~~support~~of ~~agreement were $30,000 and $60,000 for~~ the ~~three~~underwriters’ ~~and~~remaining ~~six~~over-allotment ~~months~~option ~~ended~~on ~~June~~April 30, ~~2024~~2023, ~~respectively. The Company’s expenses related to~~ the ~~administrative~~remaining ~~support agreement were $30~~139,~~000~~750 ~~for~~Founder ~~the~~Shares ~~three~~were ~~and six months ended June 30~~forfeited, ~~2023.~~resulting ~~Upon~~in ~~completion~~our ofSponsor ~~the~~and ~~initial~~directors ~~business~~holding ~~combination~~an oraggregate ~~the Company’s liquidation, the Company will cease paying these monthly fees. As~~ of ~~June 30~~1, ~~2024 (unaudited)~~355,250 ~~$122,180~~Founder ~~of amounts due to the Sponsor under the Administrative Support Agreement remain unpaid, and are included in Due to Related Party on the condensed balance sheets~~Shares.

~~Critical~~Private ~~Accounting Policies and Estimates:~~ Placement

~~The~~On ~~preparation~~March 16, of2023, ~~the unaudited condensed financial statements~~ in ~~conformity~~the ~~with~~private ~~U.S.~~placement ~~GAAP requires management to make estimates and assumptions~~ that ~~affect~~occurred ~~the~~simultaneously ~~reported~~with ~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at~~ the ~~date~~IPO, of the ~~financial~~Sponsor ~~statements.~~purchased ~~Significant~~an ~~assumptions~~aggregate ~~include the fair value~~ of ~~the~~3,449,500 ~~Company’s~~Private ~~Public~~Placement Warrants ~~and Representative Shares,~~ at ~~their~~a ~~issuance~~price ~~dates, the valuation~~ of ~~the~~$1.00 ~~over-allotment~~per ~~option~~warrant, ~~provided~~for toan ~~the~~aggregate ~~underwriters~~purchase ~~and~~price ~~the excise tax liability in connection with redemption~~ of ~~Class A common stock~~$3,449,500. ~~Actual results could differ from those estimates~~

~~Derivative Financial Instruments~~ 35

~~The~~On ~~Company~~March 17, ~~issued~~2023, ~~warrants~~the tounderwriters ~~its~~partially ~~investors,~~exercised ~~and~~their ~~the~~ over-allotment option toresulting in the ~~underwriter. The~~ Company ~~accounts~~issuing ~~for~~127,400 ~~financial~~Private ~~instruments~~Placement asWarrants, ~~either~~generating ~~equity-classified or liability-classified instruments based on~~ an ~~assessment~~additional of$127,500 ~~the specific terms of the instruments and applicable authoritative guidance~~ in ~~ASC~~gross ~~480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”)~~proceeds. ~~The assessment considers whether the instruments are~~

28Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the Private Placement of the Private Placement Warrants funded the trust account, IPO issuance costs and the operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private Placement Warrants will be worthless.

~~Table~~Working ofCapital ~~Contents~~Loans

~~freestanding~~In ~~financial~~order ~~instruments~~to ~~pursuant~~finance totransaction ~~ASC~~costs ~~480~~in connection with a business combination, ~~meet~~the Sponsor or an affiliate of the ~~definition~~Sponsor, or certain of athe ~~liability~~Company’s ~~pursuant~~officers toand ~~ASC~~directors ~~480~~may, ~~and~~but ~~meet~~are ~~all~~not ofobligated to, loan the ~~requirements~~Company ~~for~~funds ~~equity~~as ~~classification~~may ~~under~~be ~~ASC~~required. ~~815~~If the Company completes a business combination, ~~including~~the ~~whether~~Company will repay the ~~instruments~~Working ~~are~~Capital ~~indexed~~Loans. Up to $2,000,000 of such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the Company’s ~~own~~initial ~~stock~~business ~~and~~combination. ~~whether~~In the ~~holders~~event ofthat ~~the~~a ~~instruments~~business ~~could~~combination ~~potentially~~does ~~require~~not ~~“net~~close, ~~cash~~the ~~settlement”~~Company inmay use a ~~circumstance~~portion of proceeds held outside ofthe Trust Account to repay the ~~Company’s~~Working ~~control,~~Capital ~~among~~Loans ~~other~~but ~~conditions~~no ~~for~~proceeds ~~equity~~held ~~classification.~~in the Trust Account would be used to repay the Working Capital Loans.

AtDuring the ~~IPO~~three ~~date~~months ended September 30, 2024, the ~~Public~~Company ~~Warrants~~received ~~and~~from ~~Private~~the ~~Placement~~Sponsor ~~Warrants~~$421,000 ~~were~~in ~~accounted~~Working ~~for~~Capital asLoans, ~~equity~~of ~~instruments~~which as$225,000 ~~they~~was ~~meet~~to ~~all~~fund ofthe Second, Third, and Fourth 2024 Monthly Extension. During the ~~requirements~~nine ~~for~~months ~~equity~~ended ~~classification~~September 30, ~~under~~2024, ~~ASC~~the ~~815~~Company ~~based~~received onfrom ~~current~~the ~~expected~~Sponsor ~~terms~~$1,528,100 in Working Capital Loans, of which ~~are~~$686,000 ~~subject~~was utilized for working capital needs, $542,100 was utilized to ~~change~~fund the Initial Extension and $300,000 was utilized to fund the First 2024 Monthly Extension, Second 2024 Monthly Extension, Third 2024 Monthly Extension and Fourth 2024 Monthly Extension. The ~~over-allotment~~Working ~~option~~Capital ~~was~~Loans ~~accounted~~are ~~for~~to asbe repaid upon the consummation of a ~~liability~~business ~~under~~combination, ~~ASC~~without ~~480~~interest, asor, itat isthe anlender’s option, ~~exercisable~~up to $2,000,000 of the outstanding Working Capital Loans are convertible into ~~redeemable~~Private ~~shares~~Placement Warrants at a price of $1.00 per warrant. As of September 30, 2024 and December 31, 2023, the Company had $1,800,100 and $272,000, respectively, of outstanding Working Capital Loans from the Sponsor, included in Convertible note – related party in the accompanying unaudited condensed balance sheets.

~~Common~~Administrative ~~Stock~~Support ~~Subject to Possible Redemption~~ Agreement

~~The~~On ~~Company~~March 22, ~~accounts~~2023, ~~for~~the ~~its~~Company ~~common~~entered ~~stock~~into ~~subject to possible redemption in accordance with~~ the ~~guidance~~administrative insupport ~~ASC~~agreement ~~Topic~~under ~~480,~~which ~~“Distinguishing~~it ~~Liabilities~~pays ~~from~~the ~~Equity”~~Sponsor ~~(“ASC 480”). Class A common stock subject to mandatory redemption (if any) are classified as~~ a ~~liability~~total ~~instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control~~ of ~~the~~$10,000 ~~holder~~per ormonth, ~~subject~~up tountil ~~redemption upon~~ the ~~occurrence~~completion of ~~uncertain events not solely within~~ the Company’s ~~control)~~initial ~~are~~business ~~classified~~combination asor ~~temporary equity. At all other times~~liquidation, ~~common~~for ~~stock~~secretarial isand ~~classified~~administrative ~~as stockholders’ equity~~services. The Company’s ~~Class A~~expenses ~~common~~related ~~stock~~to ~~sold~~the asadministrative ~~part~~support ofagreement ~~the~~were ~~IPO~~$30,000 ~~feature~~and ~~certain~~$90,000 ~~redemption~~for ~~rights~~the ~~that~~three ~~are~~and ~~considered~~nine tomonths beended ~~outside~~September 30, of2024, ~~the~~respectively. The Company’s ~~control~~expenses ~~and~~related ~~subject~~ to the ~~occurrence~~administrative ofsupport ~~uncertain~~agreement ~~future~~were ~~events. Accordingly~~$30,000 ~~Class A~~and ~~common~~$60,000 ~~stock~~for ~~subject~~the tothree ~~possible~~and ~~redemption~~nine ~~are~~months ~~classified~~ended asSeptember 30, ~~temporary~~2023, ~~equity~~respectively. ~~and~~Upon ~~are~~completion ~~accreted~~of ~~from~~ the initial ~~carrying~~business ~~amount~~combination toor the ~~redemption~~Company’s ~~value~~liquidation, ~~over~~ the ~~period~~Company ~~from~~will ~~the~~cease ~~date~~paying ofthese ~~issuance~~monthly tofees. ~~the~~As ~~earliest redemption date~~ of ~~the~~September 30, ~~instrument~~2024 on(unaudited), a$152,180 ~~straight-line~~of ~~basis.~~amounts ~~Subsequent~~due to the ~~IPO~~Sponsor ~~date,~~under the ~~accretion~~Administrative ~~also~~Support ~~includes~~Agreement ~~the~~remain ~~dividend~~unpaid and ~~interest~~are ~~income~~included ~~earned~~ in ~~the~~Due ~~Trust~~to ~~Account~~Related inParty ~~excess~~on ofthe ~~income~~condensed ~~and~~balance ~~franchise taxes~~sheets.

~~The~~Item ~~change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital~~3. ~~Subsequent~~Quantitative ~~to the IPO date, the Company accretes a portion of the accretion that reflects a redemption in excess of fair value,~~ and ~~dividend~~Qualitative ~~and~~Disclosures ~~interest~~About ~~income~~Market ~~earned in the Trust Account in excess of income and franchise taxes.~~ Risk

~~Recent~~The ~~Accounting~~Company ~~Standards~~is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this item.

In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, but allows for early adoption. The Company adopted ASU 2020-06 on January 1, 2024 which had no impact on its financial statements. 36

InItem December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions4. ~~Public~~Controls entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and ~~early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.~~ Procedures

~~Management~~Limitations ~~does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact~~ on ~~the~~Effectiveness ~~Company’s~~of ~~unaudited~~Controls ~~condensed~~and ~~financial statements.~~ Procedures

29Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Table~~Evaluation of ~~Contents~~Disclosure Controls and Procedures

~~JOBS~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to a material weakness in internal controls over financial reporting related to the Company’s review and approval of cash disbursements.

OnDuring ~~April 5, 2012,~~ the ~~JOBS~~third ~~Act~~quarter ~~was~~of ~~signed~~2024, ~~into~~the ~~law.~~Company ~~The~~withdrew ~~JOBS~~$464,229 ~~Act~~of ~~contains~~interest ~~provisions~~and ~~that,~~dividend ~~among~~income ~~other~~earned ~~things,~~in ~~relax~~the ~~certain~~Trust ~~reporting~~Account ~~requirements~~(the ~~for~~“Withdrawn ~~qualifying~~Trust ~~public companies~~Funds”). WeSuch ~~will~~Withdrawn ~~qualify~~Trust asFunds anwere ~~“emerging~~restricted ~~growth~~for ~~company”~~payment ~~and~~of ~~under~~ the ~~JOBS~~Company’s ~~Act~~tax ~~will~~liabilities beas ~~allowed~~provided toin ~~comply~~the ~~with~~Company’s ~~new~~certificate orof ~~revised~~incorporation ~~accounting~~and ~~pronouncements~~the ~~based~~terms onof the ~~effective~~Trust ~~date~~Agreement. ~~for~~During ~~private~~the ~~(not~~three ~~publicly~~months ~~traded)~~ended ~~companies.~~September 30, We2024, ~~are~~the ~~electing~~Company tomistakenly ~~delay~~used ~~the~~$110,269 ~~adoption~~ of ~~new~~the orWithdrawn ~~revised~~Trust ~~accounting~~Funds ~~standards,~~for ~~and~~the aspayments aof ~~result,~~general weoperating ~~may~~expenses ~~not~~counter ~~comply~~to ~~with~~the ~~new~~terms orof ~~revised accounting standards on~~ the ~~relevant~~Trust ~~dates~~Agreement. onAs ~~which~~a ~~adoption~~result of ~~such~~the ~~standards~~foregoing, ismanagement ~~required~~concluded ~~for~~that ~~non-emerging~~the ~~growth~~existing ~~companies.~~control Asstructure afailed ~~result,~~and ~~our~~that ~~unaudited~~a ~~condensed~~material ~~financial~~weakness ~~statements~~exists ~~may~~in ~~not~~our beinternal ~~comparable~~control toover ~~companies~~financial ~~that~~reporting ~~comply~~related ~~with~~to ~~new~~the orreview ~~revised~~and ~~accounting~~approval ~~pronouncements as~~ of ~~public~~cash ~~company effective dates~~disbursements.

~~Additionally,~~To ~~the~~address ~~Company~~this ismaterial inweakness ~~the~~management ~~process~~has ~~of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act~~devoted, ~~if,~~and asplans ~~an “emerging growth company”, the Company chooses~~ to ~~rely~~continue ~~on such exemptions the Company may not be required~~ to, ~~among other things~~devote, ~~(i) provide~~significant aneffort ~~independent~~and ~~registered~~resources ~~public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant~~ to ~~Section 404, (ii) provide all of~~ the ~~compensation~~remediation ~~disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform~~ and ~~Consumer~~improvement ~~Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report~~ of ~~independent~~its ~~registered~~internal ~~public~~control ~~accounting~~over ~~firm providing additional information about the audit and the~~ financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officers’ compensation to median employee compensationreporting. ~~These exemptions will apply for a period of five years following the completion of the IPO or until the Company is no longer an “emerging growth company,” whichever is earlier.~~

~~Inflation~~● ~~Reduction~~The ~~Act~~Company ofimplemented ~~2022~~additional controls related to vendor verification.

On● ~~August 16,~~The ~~2022,~~Company ~~the~~implemented ~~Inflation~~additional ~~Reduction~~reviews ~~Act~~ of ~~2022~~each ~~(the~~payment ~~“IRA”)~~made ~~was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock~~ by ~~publicly~~several ~~traded~~authorized Uindividuals.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. 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.

On● ~~December 27,~~The ~~2022,~~Company ~~the~~is ~~U.S. Department of the Treasury issued Notice 2023-2 (the “Notice”) as interim guidance until publication of forthcoming proposed regulations on the excise tax. Although the guidance~~ in the ~~Notice~~process ~~does not constitute proposed or final Treasury regulations, taxpayers may generally rely upon the guidance provided in the Notice until the issuance~~ of ~~the~~opening ~~forthcoming proposed regulations. Certain of the forthcoming proposed regulations (if issued) could, however, apply retroactively. The Notice generally provides that if~~ a ~~covered~~separate ~~corporation~~bank ~~completely~~account ~~liquidates~~to ~~and~~segregate ~~dissolves, distributions in such complete liquidation and other distributions by such covered corporation in~~ the ~~same~~funds ~~taxable~~that ~~year~~are inrestricted ~~which~~as ~~the~~to ~~final~~their ~~distribution~~use infrom ~~complete~~those ~~liquidation~~that ~~and~~can ~~dissolution~~be isutilized ~~made~~for ~~are~~working ~~not~~capital ~~subject to the excise tax~~needs.

~~Because~~We ~~any~~can ~~redemptions~~offer ofno ~~our~~assurance ~~stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022, the redemptions~~ that ~~take~~these ~~place~~initiatives after that date, including the redemption on June 18, 2024 in connection with the 2024 Special Meeting, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the such redemptions, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it occurs (including redemptions in connection with the Special Meeting), (iii) the nature and amount of any equity issuances, in connection with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (v) legal uncertainties regarding how the excise tax applies to transactions like the business combination (and, if applicable, a complete liquidation and dissolution of the Company) and the content of final and proposed regulations and further guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination. The proceeds placed in the trust account and the interest earned thereon will ~~not~~ultimately behave ~~used to pay for~~ the ~~excise~~intended ~~tax that may be levied on the Company in connection with such redemptions~~effects. ~~The Company further confirms that it will not utilize any funds from the trust account to pay any such excise tax.~~

30Changes in Internal Control Over Financial Reporting

~~Table~~Other ofthan ~~Contents~~changes that have resulted from the material weakness remediation activities noted above, there has been no change in the internal control over financial reporting, during the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

On June 18, 2024, the Company’s stockholders redeemed 2,752,307 Class A common stock shares for a total of $30,194,356. The Company evaluated the classification and accounting of the stock redemptions under ASC 450, “Contingencies”. The Company evaluated the current status and probability of the excise taxes becoming payable under the guidance in ASC 450, “Contingencies”, and determined that a contingent liability should be calculated and recorded. During the three and six months ended June 30, 2024, the Company accrued $301,944 of excise tax liability related to the June 18, 2024, redemptions. The excise tax liability totaled $301,944 and $0 as of June 30, 2024 (unaudited), and December 31, 2023, respectively. 37

~~Related~~PART ~~Party~~II-OTHER ~~Transactions:~~ INFORMATION

~~Founder~~Item ~~Shares~~1. Legal Proceedings

~~In May 2022, the Sponsor paid $25,000, or approximately $0~~None.011 per share, to cover certain offering costs in consideration for 2,156,250 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). On May 10, 2022, the Sponsor surrendered 287,500 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 1,868,750 Founder Shares. On August 26, 2022, the Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla and Stephen Markscheid, each of which are members of the Company’s Board of Directors. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s Board of Directors through the closing of such initial business combination.

OnItem March 16, 2023, the Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in the Sponsor and directors holding an aggregate of 1,495,000 Founder Shares, of which up to 195,000 was subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration date on April 30, 20231A. Risk Factors

OnAs ~~March 17,~~a ~~2023,~~“smaller ~~upon~~reporting ~~the~~company” ~~partial~~as ~~exercise~~defined ~~their over-allotment option~~ by ~~the~~Item ~~underwriters,~~10 ~~the forfeiture lapsed for 55,250 Founder Shares. Following the expiration~~ of ~~the~~Regulation ~~underwriters’ remaining over~~S-~~allotment option on April 30~~K, ~~2023,~~ the ~~remaining~~Company ~~139,750~~is ~~Founder~~not ~~Shares~~required ~~were~~to ~~forfeited,~~provide ~~resulting~~the ininformation ~~our~~required ~~Sponsor~~by ~~and~~this ~~directors holding an aggregate of 1,355,250 Founder Shares~~Item.

~~Private~~Item ~~Placement~~2. Unregistered Sales of Equity Securities and Use of Proceeds

~~On March 16, 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 Private Placement Warrants at a price of $1~~None.~~00 per warrant, for an aggregate purchase price of $3,449,500.~~

OnItem ~~March 17,~~3. ~~2023,~~Defaults ~~the~~Upon ~~underwriters~~Senior ~~partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement Warrants, generating an additional $127,500 in gross proceeds.~~ Securities

~~Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment~~None. The proceeds from the Private Placement of the Private Placement Warrants funded the trust account, IPO issuance costs and will fund the future operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private Placement Warrants will be worthless.

31Item 4. Mine Safety Disclosures

~~Table~~Not ~~of Contents~~applicable.

~~Working~~Item ~~Capital~~5. ~~Loans~~Other Information

In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required, up to $2,000,000 (“Working Capital Loans”)None. If the Company completes a business combination, the Company will repay the Working Capital Loans. Up to $2,000,000 of such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the Company’s initial business combination. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

During the three months ended June 30, 2024, the Company received from the Sponsor $245,000 in Working Capital Loans, of which $75,000 was to fund the First 2024 Monthly Extension. During the six months ended June 30, 2024, the Company received from the Sponsor $1,107,100 in Working Capital Loans, of which $542,000 was funded the Initial Extension and $75,000 was utilized to fund the First 2024 Monthly Extension. The Working Capital Loans are to be repaid upon the consummation of a business combination, without interest, or, at the lender’s option, up to $2,000,000 of the outstanding Working Capital Loans are convertible into Private Placement Warrants at a price of $1.00 per warrant. As of June 30, 2024 (unaudited) and December 31, 2023, the Company had $1,379,100 and $272,000, respectively, of outstanding Working Capital Loans from the Sponsor, included in Convertible note – related party in the accompanying unaudited condensed balance sheets. 38

~~Administrative~~Item ~~Support~~6. ~~Agreement~~ Exhibits.

On March 22, 2023, the Company entered into the administrative support agreement under which it pays the Sponsor a total of $10,000 per month, up until the completion of the Company’s initial business combination or liquidation, for secretarial and administrative services. The Company’s expenses related to the administrative support agreement were $30,000 and $60,000 for the three and six months ended June 30, 2024, respectively. The Company’s expenses related to the administrative support agreement were $30,000 for the three and six months ended June 30, 2023. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of June 30, 2024 (unaudited), $122,180 of amounts due to the Sponsor under the Administrative Support Agreement remain unpaid and are included in Due to Related Party on the condensed balance sheets.

Exhibit Number		Description
10.1*		Promissory Note, dated July 16, 2024, issued to ALWA Sponsor, LLC.
10.2*		Promissory Note, dated July 16, 2024, issued to ALWA Sponsor, LLC.
10.3*		Promissory Note, dated August 16, 2024, issued to ALWA Sponsor, LLC.
10.4*		Promissory Note, dated August 16, 2024, issued to ALWA Sponsor, LLC.
10.5*		Promissory Note, dated September 13, 2024, issued to ALWA Sponsor, LLC.
10.6*		Promissory Note, dated September 18, 2024, issued to ALWA Sponsor, LLC.
10.7*		Promissory Note, dated September 27, 2024, issued to ALWA Sponsor, LLC.
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, 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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Item 3.~~* ~~Quantitative~~These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and ~~Qualitative~~are ~~Disclosures~~deemed ~~About~~not ~~Market~~filed ~~Risk~~for purposes of Section 18 of the Securities Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

~~The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this item.~~ 39

~~Item 4. Controls and Procedures~~ SIGNATURES

~~Limitations~~Pursuant onto ~~Effectiveness~~the requirements of ~~Controls~~the ~~and~~Securities ~~Procedures~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 14th day of January, 2025.

~~Disclosure~~FOUR ~~controls~~LEAF ~~and~~ACQUISITION ~~procedures~~CORPORATION ~~are~~By: ~~controls~~/s/ ~~and~~Bala ~~other~~Padmakumar ~~procedures~~Name: ~~that~~Bala ~~are~~Padmakumar ~~designed~~Title: toChief ~~ensure~~Executive ~~that~~Officer ~~information~~(Principal ~~required~~Executive toOfficer) beBy: ~~disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’~~/s/ ~~rules~~Coco ~~and~~Kou ~~forms.~~Name: ~~Disclosure~~Coco ~~controls~~Kou ~~and~~Title: procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief ~~Executive~~Financial Officer ~~and~~(Principal ~~Chief~~ Financial Officer~~, to allow timely decisions regarding required disclosure.~~ )

~~Evaluation of Disclosure Controls and Procedures~~ 40

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to the material weakness in internal controls over financial reporting related to the Company’s review and approval of cash disbursements.

To address this material weakness management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting.

• The Company implemented additional controls related to vender verification.

• The Company implemented additional reviews of each payment made by several authorized individuals.

We can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control Over Financial Reporting

Other than changes that have resulted from the material weakness remediation activities noted above, there has been no change in the internal control over financial reporting, during the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

ExhibitNumber		Description
3.1		Amendment to the Second Amended and Restated Certificate of Incorporation of Four Leaf Acquisition Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 21, 2024 and incorporated by reference herein).
10.1		Promissory Note, dated May 14, 2024, issued to ALWA Sponsor, LLC.
10.2		Promissory Note, dated May 31, 2024, issued to ALWA Sponsor, LLC.
10.3		Promissory Note, dated June 6, 2024, issued to ALWA Sponsor, LLC
10.4		Promissory Note, dated June 20, 2024, issued to ALWA Sponsor, LLC
10.5		Amendment to the Investment Management Trust Agreement, dated as of March 16, 2023, by and between Four Leaf Acquisition Corporation and Continental Stock Transfer & Trust Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2024 and incorporated by reference herein.
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, 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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

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 on this 14th day of August, 2024.

FOUR LEAF ACQUISITION CORPORATION By: /s/ Angel Orrantia Name: Angel Orrantia Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Coco Kou Name: Coco Kou Title: Chief Financial Officer (Principal Financial Officer)

Filing Compare · Four Leaf Acquisition Corp