Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended December 31, 2023

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

For the transition period from to

Commission file number: 001-41622

DISTOKEN ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China		N/A
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +86 871 63624579

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share, one redeemable warrant, and one right	DISTU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	DIST	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share	DISTW	The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth of one ordinary share	DISTR	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

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


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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the outstanding shares of the registrant’s ordinary shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the ordinary shares on June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Nasdaq Global Market was $74,076,960.

As of April 16, 2024 there were 6,429,692 ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

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EXPLANATORY NOTE

Distoken Acquisition Corporation (the “Company,” “we,” or “our”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Original Form 10-K”) with the Securities and Exchange Commission (the “SEC”) on April 17, 2024. The Company is now filing this Amendment No. 1 to the Original Form 10-K (the “Amendment”) solely to correct an error in the report titled “Report of Independent Registered Public Accounting Firm” contained in Part II, Item 8 “Consolidated Financial Statements and Supplementary Data” of the Original Form 10-K to properly identify the balance sheets in the first sentence of the report.

Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have included the entire text of Item 8 of the Form 10-K in this Amendment. However, there have been no changes made to the text of such item other than the changes stated in the immediately preceding paragraph. As required by Rule 12b-15 under the Exchange Act, new certifications by our principal executive officer and principal financial officer are being filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Amendment. Accordingly, Item 15 of Part III has been amended to reflect the new certifications.

Except as expressly set forth above, this Amendment does not, and does not purport to, amend, update, or restate the information in the remainder of the Original Form 10-K or reflect any events that have occurred after the date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K.

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TABLE OF CONTENTS


PART II
Item 8.	Financial Statements and Supplementary Data.	F-1

PART IV
Item 15.	Exhibit and Financial Statement Schedules.	23

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PART II

Item 8.Financial Statements and Supplementary Data.

DISTOKEN ACQUISITION CORPORATION

INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm (PCAOB ID# 688)		F-2
Financial Statements:
Balance Sheets as of December 31, 2023 and 2022		F-3
Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Statements of Changes in Shareholders’ (Deficit) Equity for the years ended December 31, 2023 and 2022		F-5
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Notes to Financial Statements		F-7 to F-22

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Distoken Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Distoken Acquisition Corporation (the “Company”) as of December 31, 2023 and 2022, the related statements of operations, statements of changes in shareholders’ (deficit) equity and cash flows for each of the two years ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before April 18, 2024. There is no assurance that the Company will obtain the necessary shareholder approvals to extend the business combination deadline on a monthly basis to November 18, 2024 or raise the additional capital it needs to fund its business operations and complete any business combination, if at all. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY

April 16, 2024

PCAOB ID# 688

F-2

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DISTOKEN ACQUISITION CORPORATION

BALANCE SHEETS


	December 31,
	2023		2022

ASSETS
Current assets
Cash	$	96,486	$	—
Other receivable		—		28
Due from Sponsor		60,000		—
Prepaid expenses		63,366		2,000
Total current assets		219,852		2,028

Deferred offering costs		—		678,788
Investments held in Trust Account		41,440,980		—
TOTAL ASSETS	$	41,660,832	$	680,816

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses	$	205,074	$	305
Accrued offering costs		70,000		297,049
Chinese taxes payable		630,367		—
Advances from Sponsor		923		217,462
Promissory note – Sponsor		—		150,000
Extension Note – Sponsor		60,000		—
TOTAL LIABILITIES		966,364		664,816

Commitments and contingencies
Ordinary shares subject to possible redemption 3,881,692 shares at $10.50 per share redemption value as of December 31, 2023 and none at December 31, 2022		40,760,613		—

SHAREHOLDERS’(DEFICIT) EQUITY
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Ordinary shares, $0.0001 par value; 220,000,000 shares authorized; 2,548,000 (excluding 3,881,692 shares subject to possible redemption) and 2,003,000 issued and outstanding as of December 31, 2023 and 2022^(1)(2)(3), respectively		255		200
Additional paid-in capital		—		27,028
Accumulated Deficit		(66,400)		(11,228)
TOTAL SHAREHOLDERS’ (DEFICIT) EQUITY		(66,145)		16,000
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	41,660,832	$	680,816

(1)	At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5).

(2)

On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7).

(3)	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).

The accompanying notes are an integral part of the financial statements.

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DISTOKEN ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS


	For the Year Ended December 31,
	2023		2022
Operating and formation costs	$	1,168,926	$	2,155
Loss from operations		(1,168,926)		(2,155)

Other income:
Interest earned on Investments held in Trust Account		2,908,568		—
Total other income		2,908,568		—

Income (loss) before provision for income taxes		1,739,642		(2,155)
Provision for income taxes		(434,911)		—
Net income (loss)	$	1,304,731	$	(2,155)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption value		5,570,867		—
Basic and diluted net income (loss) per share, ordinary shares subject to possible redemption value	$	0.16	$	—
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares^(1)(2)(3)		2,476,329		1,745,000
Basic and diluted net income (loss) per share, Non-redeemable ordinary shares	$	0.16	$	(0.00)

(1)	At December 31, 2022, excludes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5).

(2)

(3)	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).

The accompanying notes are an integral part of the financial statements.

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DISTOKEN ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022



				Additional				Total
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares		Amount	Capital		Deficit		Equity (Deficit)
Balance – January 1, 2022	2,003,000	$	200	$	27,028	$	(9,073)	$	18,155

Net loss	—		—		—		(2,155)		(2,155)

Balance – December 31, 2022^(1)(2)(3)	2,003,000		200		27,028		(11,228)		16,000

Sale of 545,000 private units	545,000		55		5,449,945		—		5,450,000

Fair value of public warrants at issuance	—		—		1,104,000		—		1,104,000

Fair value of representative shares	—		—		1,185,493		—		1,185,493

Fair value of rights included in public units	—		—		3,305,100		—		3,305,100

Fair value of representative warrants	—		—		12,075		—		12,075

Allocated value of transaction costs	—		—		(354,297)		—		(354,297)

Accretion for ordinary shares to redemption amount	—		—		(10,729,344)		(1,359,903)		(12,089,247)

Net income	—		—		—		1,304,731		1,304,731

Balance – December 31, 2023	2,548,000	$	255	$	—	$	(66,400)	$	(66,145)

(1)	At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5).

(2)

(3)	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).

The accompanying notes are an integral part of the financial statements.

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DISTOKEN ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS


	For the Year Ended December 31,
	2023		2022
Cash Flows from Operating Activities:
Net income (loss)	$	1,304,731	$	(2,155)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on Investments held in Trust Account		(2,908,568)		—
Changes in operating assets and liabilities:
Other receivable		28		—
Prepaid expenses		(61,366)		(2,000)
Accounts payable and accrued expenses		204,769		305
Chinese taxes payable		630,367		—
Net cash used in operating activities		(830,039)		(3,850)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(70,380,000)		—
Cash deposited in Trust Account for extension payments		(60,000)		—
Cash withdrawn from Trust Account in connection with redemption		31,907,588		—
Net cash used in investing activities		(38,532,412)		—

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		66,930,000		—
Proceeds from sale of Private Units		5,450,000		—
Proceeds from sale of Representative warrants		100		—
Advances from the Sponsor		35,430		157,017
Repayment of advances from the Sponsor		(251,969)		—
Repayment of promissory note – the Sponsor		(150,000)		—
Payment of offering costs		(647,036)		(153,167)
Redemption of ordinary shares		(31,907,588)		—
Net cash provided by financing activities		39,458,937		3,850

Net Change in Cash		96,486		—
Cash – Beginning of period		—		—
Cash – End of period	$	96,486	$	—

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	70,000	$	297,049
Accretion of ordinary shares to redemption value	$	12,089,247	$	—

The accompanying notes are an integral part of the financial statements.

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NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Distoken Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 1, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

As of December 31, 2023, the Company had not commenced any operations. All activity for the period from July 1, 2020 (inception) through December 31, 2023 relates to the Company’s formation, the preparation of the initial public offering (“Initial Public Offering”), which closed on February 17, 2023, as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income and unrealized gains from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on February 13, 2023. On February 17, 2023, the Company consummated the Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement (the “Private Placement”) to the Company’s sponsor, Xiaosen Sponsor LLC (the “Sponsor”), generating gross proceeds of $5,450,000, which is described in Note 4.

Transaction costs amounted to $4,366,343 consisting of $2,070,000 of cash underwriting discount, $1,185,493 fair value of representative shares, $12,075 fair value of representative warrants, and $1,098,775 of other offering costs.

Following the closing of the Initial Public Offering on February 17, 2023, an amount of $70,380,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 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, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share) as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

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The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (“Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 15% or more of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with a Business Combination) and (b) not to propose an amendment to the Memorandum and Articles of Association (i) that would affect the ability of holders of Public Shares to redeem or sell their shares to the Company in connection with a Business Combination or to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 9 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (c) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

The Company initially had 9 months from the closing of the Initial Public Offering, or until November 17, 2023, to consummate a Business Combination. However, if the Company anticipated that it would not be able to consummate a Business Combination within 9 months, it was originally permitted, by resolution of the Company’s board of directors (the “Board”) if requested by the Sponsor, extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of up to 18 months), subject to the Sponsor depositing additional funds into the Trust Account (the “Original Extension”). Pursuant to the terms of the Memorandum and Articles of Association and the Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company on the date of the prospectus, in order for the time available to consummate the Initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, was originally required to deposit into the Trust Account $690,000 ($0.10 per Unit) for each three month extension, up to an aggregate of $2,070,000 for nine months, on or prior to the date of the applicable deadline.

On November 10, 2023, the Company held an extraordinary general meeting (the “Extension Meeting”), at which the Company’s shareholders approved, as a special resolution, an amendment to the Company’s Memorandum and Articles of Association to amend the terms of the Original Extension and to give the Board the right to extend the date by which the Company has to consummate a Business Combination (such date, the “Termination Date”) from November 17, 2023 on a monthly basis up to twelve (12) times until November 18, 2024, or such earlier date as determined by the Board (the “New Extension”). In connection with the New Extension, shareholders holding 3,018,308 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account (the “Extension Redemption”). As a result of the Extension Redemption, an aggregate amount of $31.9 million (approximately $10.57 per share) was removed from the Trust Account to pay such holders.

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On November 10, 2023, the Company issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor (the “Extension Funds”), pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the New Extension. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of December 31, 2023, there was $60,000 outstanding borrowings under the Extension Note.

As of December 31, 2023, the Company advanced an aggregate amount of $60,000 from the Company’s operating account into the trust account on the Sponsor’s behalf to extend the time the Company has to complete an initial business combination to January 18, 2024. The advance payments were recorded as due from Sponsor (see Note 5).

From January 2024 through April 2024, the Company advanced an aggregate amount of $90,000 from the Company’s operating account into the trust account on Sponsor’s behalf to extend the time the Company has to complete an initial business combination to April 18, 2024. On April 9, 2024, the Sponsor wired $210,000 of Extension Funds into the Company’s operating account to reimburse the Company the $150,000 advances it made on Sponsor’s behalf and to fund the next two months of extension payments amounting to $60,000. The Company plans on extending the time to complete an initial business combination by one month from April 18, 2024 to May 18, 2024 by depositing the $30,000 monthly extension payment into the trust account on or before April 26, 2024 (see Note 10).

As a result of the New Extension, the Company has the ability to extend liquidation until November 18, 2024, or such earlier date as determined by the Board (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject (in each case) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) 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) $10.20 per Public Share or (2) such lesser 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 trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent auditors), 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.

Going Concern Consideration

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor issuance of Founder Shares, loan proceeds from the Sponsor of $150,000 under a promissory note and advances from related party. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the Initial Public Offering and the Private Placement proceeds that are due from the Sponsor.

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In order to fund working capital deficiencies or 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 (“Working Capital Loans”). If the Company completes a Business Combination, it would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company may extend the amount of time to consummate a Business Combination from April 18, 2024, on a monthly basis up to twelve times, until November 18, 2024, or such earlier date as determined by the board. It is uncertain that the Company will be able to consummate a Business Combination by this time. The Company plans on extending the time to complete an initial business combination by one month from April 18, 2024 to May 18, 2024 by depositing the $30,000 monthly extension payment into the trust account on or before April 26, 2024. If a Business Combination is not consummated by November 18, 2024 (if extended by the full amount of time); there will be a mandatory liquidation and subsequent dissolution.

Management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution and the liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 18, 2024. The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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.

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Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s 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.

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $96,486 and nil in cash as of December 31, 2023 and 2022, respectively, and no cash equivalents as of such dates.

Investments in Trust Account

At December 31, 2023, assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. The Company accounts for its investments as trading securities under ASC 320 (Investments—Debt and Equity Securities), where securities are presented at fair value on the balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the statements of operations. As of December 31, 2022 there were no funds deposited in the Trust Account.

Redeemable Share Classification

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants and Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December 31, 2023, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

At December 31, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000)
Proceeds allocated to Public Rights		(3,305,100)
Ordinary share issuance costs		(4,011,946)
Redemption of ordinary shares		(31,907,588)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023	$	40,760,613

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Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees, cash underwriting discount, fair value of representative shares, and fair value of representative warrants incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company has determined there is a possibility it will be considered a Chinese Income Tax Resident for which it will owe taxes to the Chinese government. As such, the Company has accrued $630,367 and $0 for Chinese Income Tax and VAT and surcharges as of December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, the Company recorded an income tax expense of $434,911 and $0, respectively, related to the Chinese Income Tax estimate, and $195,456 and $0, respectively, for VAT and surcharges. The VAT and surcharges were recorded as part of the Company’s general and administrative expenses. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date.

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 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 whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of the warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreement, management concluded that the warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

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Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants to purchase 7,617,500 ordinary shares is contingent upon the occurrence of future events. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Year Ended December 31,
	2023				2022
	Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	903,232	$	401,499	$	—	$	(2,155)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		5,570,867		2,476,329		—		1,745,000
Basic and diluted net income (loss) per ordinary share	$	0.16	$	0.16	$	—	$	(0.00)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The 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 balance sheet, primarily due to their short-term nature.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

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

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NOTE 3 —PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 6,900,000 Units, inclusive of 900,000 Units sold to the underwriters on February 17, 2023, upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination (see Note 7). Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 545,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,450,000 from the Company in a private placement. Each Private Unit consists of one Private Share, one right (“Private Right”) and one redeemable warrant (“Private Warrant”). Each Private Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination (see Note 7). Each whole Private Warrant will be exercisable for one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On July 8, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 1,150,000 ordinary shares (the “Founder Shares”). In August 2021, the Company effected a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares include an aggregate of up to 225,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Shares and the Representative Shares, as defined in Note 6) upon the completion of the Initial Public Offering. On February 17, 2023, the underwriters exercised their over - allotment option in full as part of the closing of the Initial Public Offering. As such, there are no shares subject to forfeiture.

On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) for 50% of the Founder Shares, if the last reported sale price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, (y) for 50% of the Founder Shares, if the last reported sale price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after a Business Combination, or (z) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

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Administrative Services Agreement

The Company entered into an agreement, commencing on February 15, 2023, to pay the Sponsor or its affiliate up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023, the Company incurred and paid $105,000 in fees for these services. For the year ended December 31, 2022, the Company did not incur any such fees for these services.

Due from Sponsor

At the closing of the Initial Public Offering on February 17, 2023, $2,000,000 of the proceeds from the sale of the Private Units was due to the Company to be held outside of the Trust Account for working capital purposes. Such amount was held in escrow by the Sponsor and various offering costs amounting to $628,074 were paid from this account at the time of the Initial Public Offering. Approximately $1.3 million was due from the Sponsor as of February 17, 2023. The outstanding balance was settled and transferred to the Company’s bank account on March 27, 2023.

From January 2024 through April 2024, the Company advanced an aggregate amount of $90,000 from the Company’s operating account into the trust account on the Sponsor’s behalf to extend the time the Company has to complete an initial business combination to April 18, 2024. On April 9, 2024, the Sponsor wired $210,000 of Extension Funds into the Company’s operating account to reimburse the Company the $150,000 advances it made on Sponsor’s behalf and to fund the next two months of extension payments amounting to $60,000. The Company plans on extending the time to complete an initial business combination by one month from April 18, 2024 to May 18, 2024 by depositing the $30,000 monthly extension payment into the trust account on or before April 26, 2024 (see Note 10).

As of December 31, 2022, there was no outstanding balance due from Sponsor.

Advances from Sponsor

The advances from Sponsor represents the amounts paid by the Sponsor on behalf of the Company in excess of the limit that can be drawn against the promissory note. As of December 31, 2023 and 2022, there were $923 and $217,462 of outstanding balances in advances from Sponsor.

Promissory Note — Sponsor

On July 8, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The note is non-interest bearing and was payable on the earlier of (i) September 30, 2022 and (ii) the completion of the Initial Public Offering. In November 2022 the note was amended and the note became payable on the earlier of (i) June 30, 2023 and (ii) the completion of the Initial Public Offering. The outstanding balance of $150,000 was repaid to the Sponsor on March 28, 2023. As of December 31, 2023, there was no outstanding borrowings on the promissory note, and borrowings under the promissory note are no longer available.

Related Party Loans

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. Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. 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. As of December 31, 2023 and 2022, the Company has no outstanding borrowings under the Working Capital Loans.

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Extension Note - Sponsor

As discussed in Note 1, on November 10, 2023, the Company issued the Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the New Extension. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of December 31, 2023, there was $60,000 outstanding borrowings under the Extension Note.

NOTE 6 — COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on February 15, 2023, the holders of the Founder Shares, Representative Shares, Private Units and any units that may be issued on conversion of the Working Capital Loans (and any securities underlying the Private Units or units issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On February 17, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase an additional 900,000 Units at a price of $10.00 per Unit.

The underwriters were also entitled to a cash underwriting discount of $0.30 per Unit, or $2,070,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.

Business Combination Marketing Agreement

The Company has engaged I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters in the Initial Public Offering, as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers a cash fee for such services upon the consummation of its initial business combination in an amount equal to 4.0%, or $2,760,000 in the aggregate, of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). The Company will also pay I-Bankers a cash fee in an amount equal to 1.0%, or $690,000 in the aggregate, of the gross proceeds of the Initial Public Offering if it introduces the Company to the target business with whom the Company completes its initial Business Combination.

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Vendor Agreement

On April 30, 2023, the Company entered into an agreement with a vendor for legal and consulting services, pursuant to which the Company agreed to pay the vendor $500,000 as follows: (i) $200,000 upon the execution of the agreement, (ii) $100,000 upon the execution of a definitive agreement for the Business Combination; and (iii) $200,000 upon submission of the proxy statement for the Business Combination to the SEC. Additionally, if the Business Combination closes, the Company will make a final additional payment of $850,000. If the Business Combination does not close, the Company shall not be responsible for any further payments. On May 4, 2023, the Company paid a $200,000 retainer pursuant to the agreement. As of December 31, 2023, $169,935 has been charged to expense against the retainer amount and $30,065 was recorded as prepaid expenses in the accompanying balance sheet.

NOTE 7 — SHAREHOLDERS’ (DEFICIT) EQUITY

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2023 and 2022, there were no preference shares issued and outstanding.

Ordinary Shares — On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented.

The Company is authorized to issue 220,000,000 ordinary shares, with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. In August 2021, the Company effected a share dividend of 0.25 shares for each founder share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. At December 31, 2023, there were 2,548,000 ordinary shares issued and outstanding, which includes 1,725,000 Founders Shares, 545,000 shares in the Private Units, 278,000 Representative Shares, and excluding 3,881,692 ordinary shares subject to possible redemption. At December 31, 2022, there were 2,003,000, ordinary shares issued and outstanding, which includes 1,725,000 Founders Shares and 278,000 Representative Shares. As a result of the underwriters’ election to fully exercise their over-allotment option on February 17, 2023, a total of 225,000 Founder Shares and 33,000 representative shares are no longer subject to forfeiture.

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

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Warrants — The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

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No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within 60 business days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

●

if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Rights or Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Rights and Public Warrants may expire worthless.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s 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) (the “Newly Issued Price”), (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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value or the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value or the Newly Issued Price.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

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Representative Shares

On July 28, 2020 the Company issued to EarlyBirdCapital and its designees an aggregate of 100,000 ordinary shares for aggregate consideration of $10.00, of which 2,250 were subsequently forfeited in August 2021. In August 2021, the Company also issued to I-Bankers Securities, Inc. and its designees an aggregate of 155,250 ordinary shares at a purchase price of $0.0001 per share, for aggregate consideration of $15.50. On October 28, 2021, the Company issued to EarlyBirdCapital and I-Bankers Securities, Inc. and its designees, 12,132 and 12,868, respectively, ordinary shares at a purchase price of $0.0001 per share, for minimal consideration of $2.50. Of the representative shares, 33,000 are no longer subject to forfeiture due to the underwriters’ exercise of their over-allotment option in full at the Initial Public Offering. Upon issuance, the representative shares were accounted for as deferred offering cost and were charged to shareholders equity upon the Initial Public Offering. The Company estimated the fair value of the 97,750 (net of 2,250 forfeited) representative shares issued on July 28, 2020 to be $2,151 based upon the price of the Founder Shares issued to the Sponsor of $0.022 per share and recorded as deferred offering costs accordingly. The 155,250 representative shares issued on August 23, 2021 and 25,000 representative shares issued on October 28, 2021 had an aggregate fair value using the scenario analysis, of which the stock price input into the founder shares scenario analysis was valued using a binomial lattice, of $1,019,993 ($6.57 per share) and $165,500 ($6.62 per share), respectively, or a total aggregate value of $1,185,493. Accordingly, $1,185,493 were accounted for as offering costs at the closing of the Initial Public Offering. The representative shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

The following tables present the quantitative information regarding market assumptions used in the representative shares valuation:


	August 23,			October 28,
	2021			2021
Market price⁽¹⁾	$	9.06		$	9.09
Risk-free rate⁽²⁾		0.83	%		1.22	%
Dividend yield⁽³⁾		0.00	%		0.00	%
Volatility⁽⁴⁾		14.5	%		12.5	%

(1)	As reported by Bloomberg on the Valuation Date

(2)	Based on the U.S. Treasury rate with a term matching the time to expiration

(3)	Based on an analysis of the guideline companies and discussions with management

(4)	Implied volatility calculated using the Black-Scholes formula using the fair value of the warrant. This value is presented for comparison purposes only as it excludes the impact of redemption features.


	August 23,		October 28,
	2021		2021
1.00 share per Unit	$	9.06	$	9.09
0.50 warrant per Unit		0.29		0.25
0.10 right per Unit		0.65		0.66
Total price per Unit	$	10.00	$	10.00
Offering price per Unit	$	10.00	$	10.00

The holders of the representative shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering or commencement of sales of the Initial Public Offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

F-19

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Representative Warrants

In addition, the Company entered into a separate warrant agreement with I-Banker Securities, Inc. (referred as “I-Bankers”, the “Representative” of the Underwriters) to issue Representative Warrants exercisable to purchase 172,500 ordinary shares at a price of $12.00 per share, subject to adjustment. The representative warrants were issued at the closing of the Initial Public Offering for consideration of $100. The Company accounted for the representative warrants as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The representative warrants had an estimated fair value of $12,075 based on the third party valuation using the binomial lattice model of $0.07 per warrant. The Representative Warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement for the Initial Public Offering and the closing of the Initial Business Combination and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, neither I-Bankers nor its designees will be permitted to exercise the warrants after the five-year anniversary of the effective date of the registration statement for the Initial Public Offering. The Representative Warrants and such shares to be purchased pursuant to the Representative Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up period of 180 days immediately following the date of the effectiveness of the registration statement for the Initial Public Offering pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the Initial Public Offering except to any underwriter and selected dealer that participated in the Initial Public Offering and their bona fide officers or partners.

NOTE 8 — INCOME TAXES

If the Company is deemed a Chinese tax resident enterprise, its worldwide income, including the interest income from U.S. Treasury bills and mutual funds, will be taxable at a standard rate of 25% for China’s corporate income tax purposes. The interest income is calculated by deducting operation costs and corresponding interest costs from interest revenue. From a tax perspective, the Company is a Chinese tax resident enterprise that should make the tax registration at the competent tax authority of the place where its actual management is located.

The Chinese income tax provisions for the years ended December 31, 2023 and 2022 consist of the following:


	December 31,			December 31,
	2023			2022
Income (loss) before provision for income taxes		1,739,642			(2,155)
China’s corporate income tax standard rate (on income)		25.0	%		—
Income tax provision	$	434,911		$	—

As of December 31, 2023 and 2022, the Company did not have any deferred tax assets and liabilities.

A reconciliation of the Chinese income tax rate to the Company’s effective tax rate is as follows:


	December 31,		December 31,
	2023		2022
China’s corporate income tax standard rate	25.0	%	—
Income tax provision	25.0	%	—

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

F-20

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

Level 1:

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

Level 2:

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

Level 3:

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

At December 31, 2023, assets held in the Trust Account were comprised of $41,440,980 in money market funds which are invested primarily in U.S. government securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,
Description	Level	2023
Assets:
Investments held in Trust Account	1	$	41,440,980

The following table presents information about the Company’s equity instruments that are measured at fair value at February 17, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.


	Level	February 17, 2023
Equity:
Representative Warrants	3	$	12,075
Fair Value of Public Rights for ordinary shares subject to redemption allocation	3	$	3,305,100
Fair Value of Public Warrants for ordinary shares subject to redemption allocation	3	$	1,104,000

The Public Warrants were valued using the binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. The private and representative warrants were valued using the Black-Scholes model. The following table presents the quantitative information regarding market assumptions used in the valuation of warrants:


	February 17,
	2023
Market price of public share	$	9.56
Risk-free rate		4.23	%
Dividend yield		0.00	%
Volatility		4.5	%

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Table of Contents

The rights were valued using a scenario analysis. The following table presents the quantitative information regarding market assumptions used in the valuation of the rights. The appraiser determined the value of the rights based on the value of underlying security:


	February 17,
	2023
Value in De-SPAC⁽¹⁾	$	9.59
Value without De-SPAC⁽²⁾	$	—
Probability⁽³⁾		50.0	%
Fair value of Right to buy one Share⁽⁴⁾	$	4.79

(1)	As the Founder Share will be converted to an ordinary share at the consummation of a transaction, it is assumed that the value of the Founder Share in the de-SPAC transaction scenario would simply equal the value of the ordinary share in a de-SPAC transaction.

(2)	The probability is as used in warrant analysis

(3)	Probability of the consummation of an initial business combination

(4)	Calculated as the weighted average price

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 26, 2024, the Company issued an unsecured promissory note (the “2024 Note”) in the aggregate principal amount of up to $1,000,000 to the Sponsor, for the Company’s working capital needs. The 2024 Note does not bear interest and matures upon the earlier of the consummation of an initial Business Combination by the Company or the date of the Company’s liquidation. As of April 16, 2024, total borrowings under this note amounted to $265,688.

From January 2024 through April 2024, the Company advanced an aggregate amount of $90,000 from the Company’s operating account into the Trust Account on the Sponsor’s behalf to extend the time the Company has to complete an initial business combination to April 18, 2024. On April 9, 2024, the Sponsor wired $210,000 of Extension Funds into the Company’s operating account to reimburse the Company the $150,000 advances it made on Sponsor’s behalf and to fund the next two months of extension payments amounting to $60,000. The Company plans on extending the time to complete an initial business combination by one month from April 18, 2024 to May 18, 2024 by depositing the $30,000 monthly extension payment into the trust account on or before April 26, 2024.

F-22

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PART IV

Item 15. Exhibit and Financial Statement Schedules.

(a)The following documents are filed as part of this Amendment:

(1)Financial Statements


		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID# 688)		F-2
Balance Sheets as of December 31, 2023 and 2022		F-3
Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Statements of Changes in Shareholders’ (Deficit) Equity for the years ended December 31, 2023 and 2022		F-5
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Notes to Financial Statements		F-7

(2)Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Amendment.

(3)Exhibits

The exhibits listed in the Exhibit Index of the Original Form 10-K and the additional exhibits listed in the Exhibit Index of this Amendment are filed with, or incorporated by reference, in this report.

Table of Contents

EXHIBIT INDEX


Exhibit No.		Description

1.1		Underwriting Agreement, dated February 15, 2023, by and between the Company and I-Bankers Securities, Inc., as representative of the several underwriters. (5)
1.2		Business Combination Marketing Agreement, dated February 15, 2023, by and between the Company and I-Bankers Securities, Inc. (5)
3.1		Memorandum and Articles of Association. (1)
3.2		Amended and Restated Memorandum and Articles of Association. (5)
3.3		Amendment to the Amended and Restated Memorandum and Articles of Association. (7)
4.1		Specimen Unit Certificate. (2)
4.2		Specimen Ordinary Share Certificate. (2)
4.3		Specimen Warrant Certificate. (2)
4.4		Specimen Rights Certificate, (2)
4.5		Warrant Agreement, dated February 15, 2023, by and between the Company and Continental Stock Transfer & Trust Company. (5)
4.6		Rights Agreement, dated February 15, 2023, by and between the Company and Continental Stock Transfer & Trust Company. (5)
4.7		Representative Warrant, dated February 17, 2023. (5)
4.8		Description of Registered Securities.(6)
10.1		Promissory Note, dated July 8, 2020, issued to the Sponsor. (1)
10.2		Securities Subscription Agreement, dated July 8, 2020, between the Registrant and the Sponsor. (2)
10.3		Amended and Restated Promissory Note, dated March 17, 2021, issued to the Sponsor. (3)
10.4		Third Amended and Restated Promissory Note, dated November 3, 2022, issued to the Sponsor. (4)
10.5		Form of Indemnity Agreement. (2)
10.6		Investment Management Trust Agreement, dated February 15, 2023, by and between the Company and Continental Stock Transfer & Trust Company. (5)
10.7		Registration Rights Agreement, dated February 15, 2023, by and among the Company, the Sponsor, and certain securityholders. (5)
10.8		Letter Agreement, dated February 15, 2023, by and among the Company, its officers and directors and the Sponsor. (5)
10.9		Sponsor Units Subscription Agreement, dated February 15, 2023, by and between the Company and the Sponsor. (5)
10.10		Administrative Services Agreement, dated February 15, 2023, by and between the Company and the Sponsor. (5)
10.11		Promissory Note, dated November 10, 2023, issued to the Sponsor. (7)
14		Code of Ethics.(6)
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97		Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023. (8)
99.1		Amended and Restated Audit Committee Charter. (8)
99.2		Amended and Restated Compensation Committee Charter. (8)
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Table of Contents

^*Filed herewith.

^**Furnished herewith

(1)Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-248822), filed with the SEC on September 15, 2020.

(2)	Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-248822), filed with the SEC on October 9, 2020.

(3)	Incorporated by reference to Amendment No. 5 to the Company’s Registration Statement on Form S-1/A (File No. 333-248822), filed with the SEC on August 30, 2021.

(4)	Incorporated by reference to Amendment No. 7 to the Company’s Registration Statement on Form S-1/A (File No. 333-248822), filed with the SEC on December 12, 2022.

(5)Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 17, 2023.

(6)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 18, 2023.

(7)Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 16, 2023.

(8)Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 17, 2024.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

September 23, 2024	DISTOKEN ACQUISITION CORPORATION

	By:	/s/ Jian Zhang
	Name:	Jian Zhang
	Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 31.1

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jian Zhang, certify that:

I have reviewed this Annual Report on Form 10-K/A of Distoken Acquisition Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: September 23, 2024	By:	/s/ Jian Zhang
		Jian Zhang
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jirong Lyu, certify that:

I have reviewed this Annual Report on Form 10-K/A of Distoken Acquisition Corporation;

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: September 23, 2024	By:	/s/ Jirong Lyu
		Jirong Lyu
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K/A of Distoken Acquisition Corporation (the “Company”) for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jian Zhang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.


Date: September 23, 2024	By:	/s/ Jian Zhang
		Jian Zhang
		Chief Executive Officer
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K/A of Distoken Acquisition Corporation (the “Company”) for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jirong Lyu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: September 23, 2024	By:	/s/ Jirong Lyu
		Jirong Lyu
		Chief Financial Officer
		(Principal Financial Officer)

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Apr. 16, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K/A
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Entity File Number	001-41622
Entity Registrant Name	Distoken Acquisition Corp
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Unit 1006, Block C, Jinshangjun Park
Entity Address, Address Line Two	No. 2 Xiaoba Road, Panlong District
Entity Address, City or Town	Kunming
Entity Address, Country	CN
City Area Code	+86 871
Local Phone Number	63624579
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	true
Entity Public Float			$ 74,076,960
Entity Common Stock, Shares Outstanding		6,429,692
Auditor Name	Marcum LLP
Auditor Location	New York, NY
Auditor Firm ID	688
Entity Central Index Key	0001818605
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Ordinary shares, par value $0.0001 per share
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one ordinary share, one redeemable warrant, and one right
Trading Symbol	DISTU
Security Exchange Name	NASDAQ
Ordinary shares
Document and Entity Information
Title of 12(b) Security	Ordinary shares, par value $0.0001 per share
Trading Symbol	DIST
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share
Trading Symbol	DISTW
Security Exchange Name	NASDAQ
Rights, each right entitling the holder to receive one-tenth of one ordinary share
Document and Entity Information
Title of 12(b) Security	Rights, each right entitling the holder to receive one-tenth of one ordinary share
Trading Symbol	DISTR
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS - USD ($)

Dec. 31, 2023

Dec. 31, 2022

Current assets

Cash

$ 96,486

$ 0

Other receivable

Due from Sponsor

60,000

Prepaid expenses

63,366

2,000

Total current assets

219,852

2,028

Deferred offering costs

678,788

Investments held in Trust Account

41,440,980

TOTAL ASSETS

41,660,832

680,816

Current liabilities

Accounts payable and accrued expenses

205,074

305

Accrued offering costs

70,000

297,049

Chinese taxes payable

630,367

Advances from Sponsor

923

217,462

Promissory note - Sponsor

150,000

Extension Note - Sponsor

60,000

TOTAL LIABILITIES

966,364

664,816

Commitments and contingencies

Ordinary shares subject to possible redemption 3,881,692 shares at $10.50 per share redemption value as of December 31, 2023 and none at December 31, 2022

40,760,613

SHAREHOLDERS'(DEFICIT) EQUITY

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Ordinary shares, $0.0001 par value; 220,000,000 shares authorized; 2,548,000 (excluding 3,881,692 shares subject to possible redemption) and 2,003,000 issued and outstanding as of December 31, 2023 and 2022(1)(2)(3), respectively

^[1],[2],[3]

255

200

Additional paid-in capital

27,028

Accumulated Deficit

(66,400)

(11,228)

TOTAL SHAREHOLDERS' (DEFICIT) EQUITY

(66,145)

16,000

^[1],[2],[4]

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

$ 41,660,832

$ 680,816

[1]	At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5).
[2]	On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7).
[3]	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).
[4]	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).

CONDENSED BALANCE SHEETS (Parenthetical)	Dec. 31, 2023 $ / shares shares	Jan. 30, 2023 shares
Preference shares, par value, (in dollar per share) \| $ / shares	$ 0.0001
Preference shares, shares authorized	1,000,000
Preference shares, shares issued	0
Preference shares, shares outstanding	0
Common stock, par value (in dollar per share) \| $ / shares	$ 0.0001
Common stock, shares authorized	220,000,000
Common stock, shares issued	2,548,000
Common stock, shares outstanding	2,548,000
Maximum shares subject to forfeiture		1,725,000
Share dividend		0.2
Sponsor
Maximum shares subject to forfeiture		1,725,000
Ordinary shares subject to possible redemption
Temporary equity shares authorized	3,881,692
Temporary equity redemption price per share \| $ / shares	$ 10.50

STATEMENTS OF OPERATIONS - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Operating and formation costs

$ 1,168,926

$ 2,155

Loss from operations

(1,168,926)

(2,155)

Other income:

Interest earned on Investments held in Trust Account

2,908,568

Total other income, net

2,908,568

Income (loss) before provision for income taxes

1,739,642

(2,155)

Provision for income taxes

(434,911)

Net income (loss)

$ 1,304,731

$ (2,155)

Redeemable ordinary share

Other income:

Weighted average shares outstanding, basic

5,570,867

Weighted average shares outstanding, diluted

5,570,867

Basic net income (loss) per share

$ 0.16

Diluted net income (loss) per share

$ 0.16

Non-redeemable ordinary share

Other income:

Weighted average shares outstanding, basic

^[1],[2],[3]

2,476,329

1,745,000

Weighted average shares outstanding, diluted

^[1],[2],[3]

2,476,329

1,745,000

Basic net income (loss) per share

$ 0.16

$ 0.00

Diluted net income (loss) per share

$ 0.16

$ 0.00

[1]	At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5).
[2]	On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7).
[3]	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).

STATEMENTS OF OPERATIONS (Parenthetical)	Jan. 30, 2023 shares	Jan. 26, 2023 item	Dec. 31, 2022 shares
STATEMENTS OF OPERATIONS
Maximum shares subject to forfeiture \| shares	1,725,000		258,000
Share dividend \| shares	0.2
Number of classes of ordinary shares, redesignation of authorized share capital \| item		2
Number classes of ordinary shares redesignated \| item		1

STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($)

Ordinary shares

Additional Paid-in Capital

Accumulated Deficit

Total

Balance at the beginning at Dec. 31, 2021

$ 200

$ 27,028

$ (9,073)

$ 18,155

Balance at the beginning (in shares) at Dec. 31, 2021

2,003,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

Net income (loss)

(2,155)

Balance at the end at Dec. 31, 2022

^[1],[2],[3]

$ 200

27,028

(11,228)

16,000

Balance at the end (in shares) at Dec. 31, 2022

^[1],[2],[3]

2,003,000

Increase (decrease) in Stockholders' (deficit) equity

Sale of 545,000 private units

$ 55

5,449,945

$ 5,450,000

Sale of 545,000 private units (in shares)

545,000

Fair value of public warrants at issuance

1,104,000

$ 1,104,000

Fair value of representative shares

1,185,493

Fair value of rights included in public units

3,305,100

Fair value of representative warrants

12,075

Allocated value of transaction costs

(354,297)

Accretion for ordinary shares to redemption amount

$ (10,729,344)

(1,359,903)

(12,089,247)

Net income (loss)

1,304,731

Balance at the end at Dec. 31, 2023

$ 255

$ (66,400)

$ (66,145)

Balance at the end (in shares) at Dec. 31, 2023

2,548,000

[1]	At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5).
[2]	On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7).
[3]	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).

STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical)		12 Months Ended
	Nov. 10, 2023 shares	Dec. 31, 2023 shares	Jan. 30, 2023 shares	Jan. 26, 2023 item	Dec. 31, 2022 shares
STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY
Maximum shares subject to forfeiture			1,725,000		258,000
Share dividend			0.2
Number of classes of ordinary shares, redesignation of authorized share capital \| item				2
Number classes of ordinary shares redesignated \| item				1
Shares issued during period (in shares)	3,018,308	545,000

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 1,304,731	$ (2,155)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on Investments held in Trust Account	(2,908,568)	0
Changes in operating assets and liabilities:
Other receivable	28	0
Prepaid expenses	(61,366)	(2,000)
Accounts payable and accrued expenses	204,769	305
Chinese taxes payable	630,367	0
Net cash used in operating activities	(830,039)	(3,850)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(70,380,000)	0
Cash deposited in Trust Account for extension payments	(60,000)	0
Cash withdrawn from Trust Account in connection with redemption	31,907,588	0
Net cash used in investing activities	(38,532,412)	0
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	66,930,000	0
Proceeds from sale of Private Units	5,450,000	0
Proceeds from sale of Representative warrants	100	0
Advances from the Sponsor	35,430	157,017
Repayment of advances from the Sponsor	(251,969)	0
Repayment of promissory note - the Sponsor	(150,000)	0
Payment of offering costs	(647,036)	(153,167)
Redemption of ordinary shares	(31,907,588)	0
Net cash provided by financing activities	39,458,937	3,850
Net Change in Cash	96,486	0
Cash - Beginning of period	0	0
Cash - End of period	96,486	0
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	70,000	297,049
Accretion of ordinary shares to redemption value	$ 12,089,247	$ 0

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

12 Months Ended

Dec. 31, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Going Concern Consideration

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments in Trust Account

Redeemable Share Classification

At December 31, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000)
Proceeds allocated to Public Rights		(3,305,100)
Ordinary share issuance costs		(4,011,946)
Redemption of ordinary shares		(31,907,588)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023	$	40,760,613

Offering Costs

Income Taxes

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Derivative Financial Instruments

Warrant Instruments

Net Income (Loss) Per Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Year Ended December 31,
	2023				2022
	Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	903,232	$	401,499	$	—	$	(2,155)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		5,570,867		2,476,329		—		1,745,000
Basic and diluted net income (loss) per ordinary share	$	0.16	$	0.16	$	—	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

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

PUBLIC OFFERING

12 Months Ended

Dec. 31, 2023

PUBLIC OFFERING

PUBLIC OFFERING

NOTE 3 —PUBLIC OFFERING

PRIVATE PLACEMENT

12 Months Ended

Dec. 31, 2023

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented.

Administrative Services Agreement

Due from Sponsor

As of December 31, 2022, there was no outstanding balance due from Sponsor.

Advances from Sponsor

Promissory Note — Sponsor

Related Party Loans

Extension Note - Sponsor

COMMITMENTS

12 Months Ended

Dec. 31, 2023

COMMITMENTS

COMMITMENTS

NOTE 6 — COMMITMENTS

Registration Rights

Underwriting Agreement

The underwriters were also entitled to a cash underwriting discount of $0.30 per Unit, or $2,070,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.

Business Combination Marketing Agreement

Vendor Agreement

SHAREHOLDERS (DEFICIT) EQUITY

12 Months Ended

Dec. 31, 2023

SHAREHOLDERS (DEFICIT) EQUITY

SHAREHOLDERS (DEFICIT) EQUITY

NOTE 7 — SHAREHOLDERS’ (DEFICIT) EQUITY

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

●

if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants.

Representative Shares

The following tables present the quantitative information regarding market assumptions used in the representative shares valuation:


	August 23,			October 28,
	2021			2021
Market price⁽¹⁾	$	9.06		$	9.09
Risk-free rate⁽²⁾		0.83	%		1.22	%
Dividend yield⁽³⁾		0.00	%		0.00	%
Volatility⁽⁴⁾		14.5	%		12.5	%

(1)	As reported by Bloomberg on the Valuation Date

(2)	Based on the U.S. Treasury rate with a term matching the time to expiration

(3)	Based on an analysis of the guideline companies and discussions with management

(4)	Implied volatility calculated using the Black-Scholes formula using the fair value of the warrant. This value is presented for comparison purposes only as it excludes the impact of redemption features.


	August 23,		October 28,
	2021		2021
1.00 share per Unit	$	9.06	$	9.09
0.50 warrant per Unit		0.29		0.25
0.10 right per Unit		0.65		0.66
Total price per Unit	$	10.00	$	10.00
Offering price per Unit	$	10.00	$	10.00

Representative Warrants

INCOME TAXES

12 Months Ended

Dec. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE 8 — INCOME TAXES

The Chinese income tax provisions for the years ended December 31, 2023 and 2022 consist of the following:


	December 31,			December 31,
	2023			2022
Income (loss) before provision for income taxes		1,739,642			(2,155)
China’s corporate income tax standard rate (on income)		25.0	%		—
Income tax provision	$	434,911		$	—

As of December 31, 2023 and 2022, the Company did not have any deferred tax assets and liabilities.

A reconciliation of the Chinese income tax rate to the Company’s effective tax rate is as follows:


	December 31,		December 31,
	2023		2022
China’s corporate income tax standard rate	25.0	%	—
Income tax provision	25.0	%	—

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

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

At December 31, 2023, assets held in the Trust Account were comprised of $41,440,980 in money market funds which are invested primarily in U.S. government securities.


		December 31,
Description	Level	2023
Assets:
Investments held in Trust Account	1	$	41,440,980


	Level	February 17, 2023
Equity:
Representative Warrants	3	$	12,075
Fair Value of Public Rights for ordinary shares subject to redemption allocation	3	$	3,305,100
Fair Value of Public Warrants for ordinary shares subject to redemption allocation	3	$	1,104,000


	February 17,
	2023
Market price of public share	$	9.56
Risk-free rate		4.23	%
Dividend yield		0.00	%
Volatility		4.5	%


	February 17,
	2023
Value in De-SPAC⁽¹⁾	$	9.59
Value without De-SPAC⁽²⁾	$	—
Probability⁽³⁾		50.0	%
Fair value of Right to buy one Share⁽⁴⁾	$	4.79

(1)	As the Founder Share will be converted to an ordinary share at the consummation of a transaction, it is assumed that the value of the Founder Share in the de-SPAC transaction scenario would simply equal the value of the ordinary share in a de-SPAC transaction.

(2)	The probability is as used in warrant analysis

(3)	Probability of the consummation of an initial business combination

(4)	Calculated as the weighted average price

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments in Trust Account

Redeemable Share Classification

At December 31, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000)
Proceeds allocated to Public Rights		(3,305,100)
Ordinary share issuance costs		(4,011,946)
Redemption of ordinary shares		(31,907,588)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023	$	40,760,613

Offering Costs

Income Taxes

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Derivative Financial Instruments

Warrant Instruments

Net Income (Loss) Per Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Year Ended December 31,
	2023				2022
	Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	903,232	$	401,499	$	—	$	(2,155)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		5,570,867		2,476,329		—		1,745,000
Basic and diluted net income (loss) per ordinary share	$	0.16	$	0.16	$	—	$	(0.00)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of ordinary shares reflected in balance sheet


Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000)
Proceeds allocated to Public Rights		(3,305,100)
Ordinary share issuance costs		(4,011,946)
Redemption of ordinary shares		(31,907,588)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023	$	40,760,613

Schedule of reconciliation of basic and diluted net loss per common stock

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Year Ended December 31,
	2023				2022
	Redeemable		Non-redeemable		Redeemable		Non-redeemable
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	903,232	$	401,499	$	—	$	(2,155)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		5,570,867		2,476,329		—		1,745,000
Basic and diluted net income (loss) per ordinary share	$	0.16	$	0.16	$	—	$	(0.00)

SHAREHOLDERS (DEFICIT) EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

SHAREHOLDERS (DEFICIT) EQUITY

Schedule of quantitative information regarding market assumptions used in representative shares valuation


	August 23,			October 28,
	2021			2021
Market price⁽¹⁾	$	9.06		$	9.09
Risk-free rate⁽²⁾		0.83	%		1.22	%
Dividend yield⁽³⁾		0.00	%		0.00	%
Volatility⁽⁴⁾		14.5	%		12.5	%

(1)	As reported by Bloomberg on the Valuation Date

(2)	Based on the U.S. Treasury rate with a term matching the time to expiration

(3)	Based on an analysis of the guideline companies and discussions with management

(4)	Implied volatility calculated using the Black-Scholes formula using the fair value of the warrant. This value is presented for comparison purposes only as it excludes the impact of redemption features.


	August 23,		October 28,
	2021		2021
1.00 share per Unit	$	9.06	$	9.09
0.50 warrant per Unit		0.29		0.25
0.10 right per Unit		0.65		0.66
Total price per Unit	$	10.00	$	10.00
Offering price per Unit	$	10.00	$	10.00

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

INCOME TAXES

Income tax provision

The Chinese income tax provisions for the years ended December 31, 2023 and 2022 consist of the following:


	December 31,			December 31,
	2023			2022
Income (loss) before provision for income taxes		1,739,642			(2,155)
China’s corporate income tax standard rate (on income)		25.0	%		—
Income tax provision	$	434,911		$	—

Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate

A reconciliation of the Chinese income tax rate to the Company’s effective tax rate is as follows:


	December 31,		December 31,
	2023		2022
China’s corporate income tax standard rate	25.0	%	—
Income tax provision	25.0	%	—

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

Schedule of assets that are measured at fair value on a recurring basis


		December 31,
Description	Level	2023
Assets:
Investments held in Trust Account	1	$	41,440,980

Schedule of equity instruments that are measured at fair value


	Level	February 17, 2023
Equity:
Representative Warrants	3	$	12,075
Fair Value of Public Rights for ordinary shares subject to redemption allocation	3	$	3,305,100
Fair Value of Public Warrants for ordinary shares subject to redemption allocation	3	$	1,104,000

Schedule of quantitative information regarding market assumptions used in the valuation of warrants and rights


	February 17,
	2023
Market price of public share	$	9.56
Risk-free rate		4.23	%
Dividend yield		0.00	%
Volatility		4.5	%


	February 17,
	2023
Value in De-SPAC⁽¹⁾	$	9.59
Value without De-SPAC⁽²⁾	$	—
Probability⁽³⁾		50.0	%
Fair value of Right to buy one Share⁽⁴⁾	$	4.79

(1)	As the Founder Share will be converted to an ordinary share at the consummation of a transaction, it is assumed that the value of the Founder Share in the de-SPAC transaction scenario would simply equal the value of the ordinary share in a de-SPAC transaction.

(2)	The probability is as used in warrant analysis

(3)	Probability of the consummation of an initial business combination

(4)	Calculated as the weighted average price

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)						12 Months Ended
	Apr. 26, 2024 USD ($)	Apr. 09, 2024 USD ($)	Nov. 10, 2023 USD ($) $ / shares shares	Feb. 17, 2023 USD ($) $ / shares shares	Feb. 16, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Apr. 16, 2024 USD ($)	Oct. 28, 2021 $ / shares	Aug. 23, 2021 $ / shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant \| shares				1
Price of warrant \| $ / shares						$ 10.00
Gross proceeds				$ 70,380,000
Number of units sold \| shares						900,000
Price per share \| $ / shares				$ 10.00					$ 10.00	$ 10.00
Gross proceeds from private placement						$ 5,450,000	$ 0
Shares Issued, price per share \| $ / shares						$ 10.20			$ 10.00	$ 10.00
Transaction Costs						$ 4,366,343
Underwriting fees						2,070,000
Fair value of class A shares issued to underwriters						$ 1,185,493
Share Price \| $ / shares				$ 10.20
Investments, maximum maturity term						180 days
Condition for future Business Combination use of proceeds percentage						50
Condition for future business combination threshold Net Tangible Assets						$ 5,000,001
Redemption limit percentage without prior consent						15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)						100.00%
Maximum period to complete Business Combination						18 months
Deposit in trust account						$ 690,000
Extension period to complete Business Combination						3 months
Aggregate consideration					$ 25,000	$ 5,450,000
Maximum extension period to complete Business Combination						9 months
Shares issued during period (in shares) \| shares			3,018,308			545,000
Temporary equity aggregate amount of redemption requirement			$ 31,900,000
Temporary equity redemption price per share \| $ / shares			$ 10.57
Outstanding borrowings on extension note						$ 60,000
Accounts payable into trust account						$ 60,000
Condition for future business combination threshold Percentage Ownership						100
Due to the Sponsor for certain reimbursable expenses					$ 150,000
Working capital deficit						$ 1,500,000
Period to complete Business Combination						9 months
Number of days advance notice to be provided for extension of the period to complete Business Combination.						5 days
Maximum amount to be deposited in Trust Account						$ 2,070,000
Interest to pay dissolution expenses						50,000
Subsequent Events
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Principal amount								$ 265,688
Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant \| shares				1
Fair value of class A shares issued to underwriters						$ 12,075
Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant \| shares				1
Price of warrant \| $ / shares						$ 10.20
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant \| $ / shares				$ 10.00
Gross proceeds				$ 69,000,000
Number of units sold \| shares				6,900,000
Price per share \| $ / shares				$ 10.00
Condition for future Business Combination use of proceeds percentage						80
Per unit amount to be deposited in Trust Account \| shares						0.10
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold \| shares				545,000
Price per share \| $ / shares				$ 10.00
Gross proceeds from private placement				$ 5,450,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant \| shares				900,000
Number of units sold \| shares				900,000
Related Party Loans
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant \| $ / shares						$ 10.00
Other offering costs						$ 1,098,775
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate consideration			$ 30,000
Temporary equity redemption price per share \| $ / shares			$ 0.01
Principal amount			$ 360,000
Aggregate initial consummation of business combination value			$ 360,000
Sponsor \| Subsequent Events
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account								$ 90,000
Accounts payable into trust account		$ 60,000
Due to the Sponsor for certain reimbursable expenses	$ 30,000
Maximum amount to be deposited in Trust Account	$ 30,000	210,000
Interest to pay dissolution expenses		$ 150,000
Sponsor \| Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Gross proceeds from private placement				$ 2,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jan. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash	$ 96,486	$ 0
Cash equivalents	0	0
Funds deposits		0
Gross proceeds	69,000,000
Proceeds allocated to Public Warrants	(1,104,000)
Proceeds allocated to Public Rights	(3,305,100)
Ordinary share issuance costs	(4,011,946)
Redemption of ordinary shares	(31,907,588)	0
Remeasurement of carrying value to redemption value	12,089,247	0
Ordinary shares subject to possible redemption	40,760,613
Provision for income taxes	$ 434,911	$ 0
Purchase of warrants exercises	7,617,500	7,617,500	1,725,000
Dilutive securities	0	0
Chinese taxes payable	$ 630,367	$ 0
Chinese Income Tax Resident
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unrecognized tax benefits accrued for interest and penalties	434,911	0
Provision for income taxes	$ 195,456	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of basic and diluted net income (loss) per ordinary share (Details) - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Redeemable ordinary share

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Allocation of net income (loss)

$ 903,232

Weighted average shares outstanding, basic

5,570,867

Weighted average shares outstanding, diluted

5,570,867

Net income (loss) per ordinary share, basic

$ 0.16

Net income (loss) per ordinary share, diluted

$ 0.16

Non-redeemable ordinary share

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Allocation of net income (loss)

$ 401,499

$ (2,155)

Weighted average shares outstanding, basic

^[1],[2],[3]

2,476,329

1,745,000

Weighted average shares outstanding, diluted

^[1],[2],[3]

2,476,329

1,745,000

Net income (loss) per ordinary share, basic

$ 0.16

$ 0.00

Net income (loss) per ordinary share, diluted

$ 0.16

$ 0.00

[1]	At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5).
[2]	On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7).
[3]	On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5).

PUBLIC OFFERING (Details) - $ / shares		12 Months Ended
PUBLIC OFFERING (Details) - $ / shares	Feb. 17, 2023	Dec. 31, 2023	Oct. 28, 2021	Aug. 23, 2021
PUBLIC OFFERING
Number of units sold		900,000
Price per share	$ 10.00		$ 10.00	$ 10.00
Number of shares per warrant	1
Public Warrants
PUBLIC OFFERING
Number of shares per warrant	1
Exercise price of warrants	$ 11.50
Public Rights
PUBLIC OFFERING
Number of units sold	0.10
Number of shares per warrant	1
Initial Public Offering
PUBLIC OFFERING
Number of units sold	6,900,000
Price per share	$ 10.00
Over-allotment option
PUBLIC OFFERING
Number of units sold	900,000
Number of shares per warrant	900,000

PRIVATE PLACEMENT (Details) - USD ($)		12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Feb. 17, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 30, 2023	Oct. 28, 2021	Aug. 23, 2021
PRIVATE PLACEMENT
Number of units sold		900,000
Price per share	$ 10.00				$ 10.00	$ 10.00
Proceeds from sale of Private Units		$ 5,450,000	$ 0
Number of shares per warrant	1
Purchase of warrants exercises		7,617,500	7,617,500	1,725,000
Private Placement Units
PRIVATE PLACEMENT
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Public Warrants
PRIVATE PLACEMENT
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Public Rights
PRIVATE PLACEMENT
Number of units sold	0.10
Number of shares per warrant	1
Private Placement
PRIVATE PLACEMENT
Number of units sold	545,000
Price per share	$ 10.00
Proceeds from sale of Private Units	$ 5,450,000
Private Placement \| Private Placement Units
PRIVATE PLACEMENT
Purchase of warrants exercises	1
Private Placement \| Public Warrants
PRIVATE PLACEMENT
Number of redeemable warrants that each unit consists	1
Private Placement \| Public Rights
PRIVATE PLACEMENT
Number of shares per warrant	0.10

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)					1 Months Ended	12 Months Ended
	Nov. 10, 2023	Feb. 16, 2023	Jan. 30, 2023	Jul. 08, 2020	Aug. 31, 2021	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
Aggregate consideration		$ 25,000				$ 5,450,000
Shares issued during period (in shares)	3,018,308					545,000
Sponsor
RELATED PARTY TRANSACTIONS
Aggregate consideration	$ 30,000
Founder Shares
RELATED PARTY TRANSACTIONS
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				30 days
Founder Shares \| Sponsor
RELATED PARTY TRANSACTIONS
Aggregate consideration				$ 25,000
Shares issued during period (in shares)			1,725,000	1,150,000
Share dividend			0.2		0.25
Aggregate number of shares owned					1,437,500
Shares subject to forfeiture			225,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20.00%	50.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of a Business Combination				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)						12 Months Ended
	Nov. 10, 2023	Mar. 28, 2023	Feb. 17, 2023	Feb. 16, 2023	Feb. 15, 2023	Dec. 31, 2023	Dec. 31, 2022	Apr. 26, 2024	Apr. 16, 2024	Apr. 09, 2024	Jul. 08, 2020
RELATED PARTY TRANSACTIONS
Proceeds from sale of Private Units						$ 5,450,000	$ 0
Advances from Sponsor						923	217,462
Accounts payable into trust account						60,000
Outstanding borrowings on extension note						$ 60,000
Price of warrant						$ 10.00
Aggregate consideration				$ 25,000		$ 5,450,000
Temporary equity redemption price per share	$ 10.57
Deposit in trust account						690,000
Maximum amount to be deposited in Trust Account						2,070,000
Subsequent Events
RELATED PARTY TRANSACTIONS
Principal amount									$ 265,688
Sponsor
RELATED PARTY TRANSACTIONS
Advances from Sponsor						923	217,462
Principal amount	$ 360,000
Aggregate consideration	$ 30,000
Temporary equity redemption price per share	$ 0.01
Aggregate initial consummation of business combination value	$ 360,000
Sponsor \| Subsequent Events
RELATED PARTY TRANSACTIONS
Accounts payable into trust account										$ 60,000
Deposit in trust account									$ 90,000
Maximum amount to be deposited in Trust Account								$ 30,000		210,000
Initial Public Offering
RELATED PARTY TRANSACTIONS
Price of warrant			$ 10.00
Initial Public Offering \| Sponsor
RELATED PARTY TRANSACTIONS
Proceeds from sale of Private Units			$ 2,000,000
Offering costs and other expenses paid by a related party			628,074
Amount due from sponsor			$ 1,300,000				0
Promissory Note with Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Borrowing capacity											$ 150,000
Outstanding balance repaid to Sponsor		$ 150,000
Outstanding balance of related party note						0
Promissory Note with Related Party \| Sponsor \| Subsequent Events
RELATED PARTY TRANSACTIONS
Borrowing capacity										150,000
Maximum amount to be deposited in Trust Account										$ 210,000
Related Party Loans
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant						$ 1,500,000
Price of warrant						$ 10.00
Related Party Loans \| Working capital loans warrant \| Related Party
RELATED PARTY TRANSACTIONS
Outstanding balance of related party note						$ 0
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Expenses incurred and paid							$ 0
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses per month					$ 10,000
Expenses incurred and paid						$ 105,000

COMMITMENTS (Details)				12 Months Ended
COMMITMENTS (Details)	May 04, 2023 USD ($)	Apr. 30, 2023 USD ($)	Feb. 17, 2023 $ / shares shares	Dec. 31, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($)	Oct. 28, 2021 $ / shares	Aug. 23, 2021 $ / shares
COMMITMENTS
Maximum number of demands for registration of securities \| item				3
Number of units sold \| shares				900,000
Maximum units issuable \| shares			900,000
Price per share \| $ / shares			$ 10.00			$ 10.00	$ 10.00
Advisory fees payable as a percentage of gross proceeds of IPO				4.00%
Advisory fees payable				$ 2,760,000
Additional Advisory fees payable as a percentage of gross proceeds of IPO, if I-Bankers introduces the Company to the target business				1.00%
Additional Advisory fees payable, if I-Bankers introduces the Company to the target business				$ 690,000
Prepaid expenses				63,366	$ 2,000
Vendor agreement
COMMITMENTS
Expenses per month		$ 500,000
Expenses per month upon execution of agreement		200,000
Expenses per month upon definitive agreement		100,000
Expenses per month upon proxy statement		200,000
Additional payment on related party transaction		$ 850,000
payment to suppliers	$ 200,000
Amount of expenses charged				169,935
Prepaid expenses				$ 30,065
Initial Public Offering
COMMITMENTS
Number of units sold \| shares			6,900,000
Price per share \| $ / shares			$ 10.00
Underwriting cash discount per unit \| $ / shares				$ 0.30
Underwriter cash discount				$ 2,070,000

SHAREHOLDERS (DEFICIT) EQUITY - Preference Shares (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
SHAREHOLDERS (DEFICIT) EQUITY
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0

SHAREHOLDERS (DEFICIT) EQUITY - Ordinary Shares (Details)	Dec. 31, 2023 Vote $ / shares shares	Feb. 17, 2023 shares	Jan. 30, 2023 shares	Jan. 26, 2023 item	Dec. 31, 2022 $ / shares shares	Aug. 31, 2021 shares
SHAREHOLDERS (DEFICIT) EQUITY
Number of classes of ordinary shares, redesignation of authorized share capital \| item				2
Number classes of ordinary shares redesignated \| item				1
Ordinary shares, shares authorized	220,000,000				220,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001				$ 0.0001
Ordinary shares, votes per share \| Vote	1
Share dividend			0.2
Ordinary shares, shares outstanding	2,548,000				2,003,000
Ordinary shares, shares issued	2,548,000				2,003,000
Private Placement
SHAREHOLDERS (DEFICIT) EQUITY
Ordinary shares, shares outstanding	545,000
Representative Shares
SHAREHOLDERS (DEFICIT) EQUITY
Ordinary shares, shares outstanding	278,000				278,000
Representative Shares \| Over-allotment option
SHAREHOLDERS (DEFICIT) EQUITY
Number of shares no longer subject to forfeiture		33,000
Ordinary shares subject to possible redemption
SHAREHOLDERS (DEFICIT) EQUITY
Temporary equity shares authorized	3,881,692				0
Founder Shares
SHAREHOLDERS (DEFICIT) EQUITY
Share dividend						0.25
Ordinary shares, shares outstanding	1,725,000				1,725,000
Founder Shares \| Over-allotment option
SHAREHOLDERS (DEFICIT) EQUITY
Number of shares no longer subject to forfeiture		225,000
Founder Shares \| Sponsor
SHAREHOLDERS (DEFICIT) EQUITY
Ordinary shares, shares outstanding			1,725,000			1,437,500

SHAREHOLDERS (DEFICIT) EQUITY - Rights (Details)	12 Months Ended
SHAREHOLDERS (DEFICIT) EQUITY - Rights (Details)	Dec. 31, 2023 USD ($) shares
SHAREHOLDERS (DEFICIT) EQUITY
Number of ordinary shares for each right \| shares	0.1
Additional consideration required to be paid by a holder of rights in order to receive its additional shares	$ 0
Contractual penalties for failure to deliver securities to the holders of the rights	$ 0

SHAREHOLDERS (DEFICIT) EQUITY - Warrants (Details)	12 Months Ended
SHAREHOLDERS (DEFICIT) EQUITY - Warrants (Details)	Dec. 31, 2023 D $ / shares
Public Warrants
SHAREHOLDERS (DEFICIT) EQUITY
Public Warrants exercisable term after the completion of a Business Combination	30 days
Public Warrants expiration term	5 years
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Redemption price per Public Warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of Public Warrants	30 days
Threshold number of business days before sending notice of redemption to warrant holders	3 days
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Percentage of aggregate gross proceeds on total equity proceeds	60.00%
Threshold trading days for calculating volume weighted average trading price	20 days
Share redemption trigger price for redemption of Public Warrants (in dollars per share)	$ 18.00
Adjustment of exercise price of Public Warrants based on Market Value or the Newly Issued Price (as a percent)	115.00%
Adjustment of redemption trigger price based on Market Value or the Newly Issued Price (as a percent)	180.00%
Threshold trading days for redemption of Public Warrants	20 days
Threshold consecutive trading days for redemption of Public Warrants \| D	30
Private Warrants
SHAREHOLDERS (DEFICIT) EQUITY
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of a Business Combination	30 days

SHAREHOLDERS (DEFICIT) EQUITY - Quantitative Information Regarding Market Assumptions Used in Representative Shares Valuation (Details) - $ / shares	Oct. 28, 2021	Aug. 23, 2021
SHAREHOLDERS (DEFICIT) EQUITY
Market price	$ 9.09	$ 9.06
Risk-free rate	1.22%	0.83%
Dividend yield	0.00%	0.00%
Volatility	12.50%	14.50%

SHAREHOLDERS (DEFICIT) EQUITY - Reported by Bloomberg on the Valuation Date (Details) - $ / shares	Dec. 31, 2023	Feb. 17, 2023	Oct. 28, 2021	Aug. 23, 2021
SHAREHOLDERS (DEFICIT) EQUITY
Total price per Unit		$ 10.00	$ 10.00	$ 10.00
Offering price per Unit	$ 10.20		10.00	10.00
1.00 shares per Unit
SHAREHOLDERS (DEFICIT) EQUITY
Total price per Unit			9.09	9.06
0.50 warrants per Unit
SHAREHOLDERS (DEFICIT) EQUITY
Total price per Unit			0.25	0.29
0.10 rights per Unit
SHAREHOLDERS (DEFICIT) EQUITY
Total price per Unit			$ 0.66	$ 0.65

SHAREHOLDERS (DEFICIT) EQUITY - Representative Shares and Representative Warrants (Details) - USD ($)						1 Months Ended	12 Months Ended
	Nov. 10, 2023	Feb. 16, 2023	Oct. 28, 2021	Aug. 23, 2021	Jul. 28, 2020	Aug. 31, 2021	Dec. 31, 2023	Feb. 17, 2023
SHAREHOLDERS (DEFICIT) EQUITY
Shares issued during period (in shares)	3,018,308						545,000
Offering price per Unit			$ 10.00	$ 10.00			$ 10.20
Aggregate consideration		$ 25,000					$ 5,450,000
Fair value per share								$ 10.20
Representative Shares
SHAREHOLDERS (DEFICIT) EQUITY
Fair value of shares accounted for as offering costs			$ 1,185,493
Aggregate fair value of shares issued			$ 1,185,493
Aggregate consideration							100
Estimated fair value							$ 12,075
Fair value per share							$ 0.07
Representative Shares \| Over-allotment option
SHAREHOLDERS (DEFICIT) EQUITY
Number of shares no longer subject to forfeiture								33,000
Representative Shares \| EarlyBirdCapital and its designees
SHAREHOLDERS (DEFICIT) EQUITY
Number of shares forfeited						2,250
Number of shares issued, net of forfeited shares					97,750
Shares issued during period (in shares)			12,132		100,000
Offering price per Unit					$ 0.022
Aggregate consideration					$ 10.00
Estimated fair value					$ 2,151
Representative Shares \| I-Bankers Securities, Inc. and its designees
SHAREHOLDERS (DEFICIT) EQUITY
Aggregate fair value of shares issued				$ 1,019,993
Shares issued during period (in shares)			12,868	155,250		155,250	172,500
Offering price per Unit						$ 0.0001	$ 12.00
Aggregate consideration						$ 15.50
Fair value per share				$ 6.57
Representative Shares \| EarlyBirdCapital and I-Bankers Securities, Inc. and its designees
SHAREHOLDERS (DEFICIT) EQUITY
Aggregate fair value of shares issued			$ 165,500
Shares issued during period (in shares)			25,000
Offering price per Unit			$ 0.0001
Aggregate consideration			$ 2.50
Fair value per share			$ 6.62

INCOME TAXES - Chinese income tax provisions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
Income (loss) before provision for income taxes	$ 1,739,642	$ (2,155)
China's corporate income tax standard rate (on income)	25.00%	0.00%
Income tax provision	$ 434,911	$ 0

INCOME TAXES - Reconciliation of Chinese income tax rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
China's corporate income tax standard rate	25.00%	0.00%
Income tax provision	25.00%	0.00%

INCOME TAXES - Additional Information (Details)	12 Months Ended
INCOME TAXES - Additional Information (Details)	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
China's corporate income tax standard rate	25.00%	0.00%

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2023 USD ($)
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 41,440,980
US Treasury Securities
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 41,440,980

FAIR VALUE MEASUREMENTS - Schedule of assets that are measured at fair value on a recurring basis (Details)	Dec. 31, 2023 USD ($)
Assets:
Investments held in Trust Account	$ 41,440,980
Level 1
Assets:
Investments held in Trust Account	$ 41,440,980

FAIR VALUE MEASUREMENTS - Schedule of equity instruments that are measured at fair value (Details) - USD ($)		12 Months Ended
	Feb. 17, 2023	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
Representative Warrants		$ 12,075
Fair Value of Public Rights for ordinary shares subject to redemption allocation		3,305,100
Fair Value of Public Warrants for ordinary shares subject to redemption allocation		$ 1,104,000
Level 3
FAIR VALUE MEASUREMENTS
Representative Warrants	$ 12,075
Fair Value of Public Rights for ordinary shares subject to redemption allocation	3,305,100
Fair Value of Public Warrants for ordinary shares subject to redemption allocation	$ 1,104,000

FAIR VALUE MEASUREMENTS - Schedule of quantitative information regarding market assumptions used in the valuation of warrants and rights (Details)	Feb. 17, 2023 $ / shares
Market price of public share
FAIR VALUE MEASUREMENTS
Public warrants	9.56
Risk-free rate
FAIR VALUE MEASUREMENTS
Public warrants	4.23
Dividend yield
FAIR VALUE MEASUREMENTS
Public warrants	0.00
Volatility
FAIR VALUE MEASUREMENTS
Public warrants	4.5
Value in De-SPAC
FAIR VALUE MEASUREMENTS
Public warrants	9.59
Probability
FAIR VALUE MEASUREMENTS
Public warrants	50.0
Fair value of Right to buy one Share
FAIR VALUE MEASUREMENTS
Public warrants	4.79

SUBSEQUENT EVENTS (Details) - USD ($)	Apr. 09, 2024	Apr. 26, 2024	Apr. 16, 2024	Feb. 26, 2024	Dec. 31, 2023	Nov. 10, 2023
SUBSEQUENT EVENTS
Deposit in trust account					$ 690,000
Maximum amount to be deposited in Trust Account					2,070,000
Accounts payable into trust account					$ 60,000
Sponsor
SUBSEQUENT EVENTS
Principal amount						$ 360,000
Subsequent Events
SUBSEQUENT EVENTS
Principal amount			$ 265,688
Subsequent Events \| Sponsor
SUBSEQUENT EVENTS
Deposit in trust account			$ 90,000
Maximum amount to be deposited in Trust Account	$ 210,000	$ 30,000
Accounts payable into trust account	60,000
Subsequent Events \| Unsecured Promissory Note 2024 \| Sponsor
SUBSEQUENT EVENTS
Principal amount				$ 1,000,000
Subsequent Events \| Sponsor
SUBSEQUENT EVENTS
Maximum amount to be deposited in Trust Account	210,000
Outstanding balance repaid to Sponsor	150,000
Accounts payable into trust account	$ 60,000

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