IPO and Trust Account - The company completed its initial public offering on February 17, 2023, raising gross proceeds of $69 million from the sale of 6,900,000 units at $10.00 per unit[27]. - A total of $70.38 million from the IPO and private placement proceeds was placed in a trust account[28]. - Following the IPO, a total of $70,380,000 was placed in the trust account after accounting for transaction costs of $4,366,343[190]. - As of December 31, 2024, the company had investments held in the trust account amounting to $7,456,639, including $684,021 of interest income[201]. - The company has approximately $7.46 million in its trust account as of December 31, 2024, available for business combinations, assuming no shareholder redemptions[77]. - Shareholders redeemed 3,018,308 ordinary shares for a total of approximately $31.9 million during the First Extension Amendment[32]. - Shareholders redeemed 3,229,522 public shares for a total of $36.3 million, approximately $11.24 per share, during the Second Extension Amendment[169]. - The company has removed $31.9 million from the trust account to pay redeeming shareholders during the First Extension Amendment[167]. - Public shareholders may redeem their shares for their pro rata share of the trust account, which is subject to taxes, regardless of their vote on the proposed business combination[99]. - If the initial business combination is not completed within the Combination Period, the company will redeem public shares at a per-share price based on the trust account balance, estimated at approximately $11.43[111]. - The company’s initial shareholders have waived their rights to liquidating distributions from the trust account concerning their founder shares if the business combination is not completed[108]. - The company cannot assure shareholders that the actual per-share redemption amount will not be substantially less than the estimated values due to potential creditor claims[111]. - If the trust account proceeds fall below $10.20 per public share, the company cannot assure shareholders of the redemption price[114]. - Shareholders are entitled to receive funds from the trust account only upon the completion of the initial business combination or specific redemption events[117]. Business Combination Agreement - The company entered into a business combination agreement with Youlife on May 17, 2024, with a merger consideration of $700 million to be paid in newly issued Pubco shares[39][44]. - The merger will convert Youlife's outstanding shares into Pubco Class A and Class B Ordinary Shares, with each share valued at $10.00[44]. - The Business Combination Agreement includes customary representations and warranties related to corporate matters, governmental approvals, and compliance with laws[50]. - The agreement stipulates that the parties must have at least $5,000,001 in net tangible assets as of the Closing[58]. - A Shareholder Support Agreement has been executed, with shareholders holding approximately 69.1% of outstanding Youlife Ordinary Shares agreeing to vote in favor of the Business Combination[69]. - The Business Combination Agreement may be terminated if the Closing does not occur by March 31, 2025, with potential extensions available[61]. - The parties agreed to a lock-up period for Founder Shares commencing on the Closing Date and ending one year later, with early release conditions based on share price performance[66]. - The agreement includes non-competition and non-solicitation provisions for certain Youlife shareholders for a period of three years following the Closing[70]. - The obligations to consummate the Business Combination are subject to various conditions, including the absence of any Material Adverse Effect[59]. - The Sponsor agreed to pay all unpaid expenses exceeding $10,000,000 related to the Business Combination[57]. - The parties will jointly prepare and file a registration statement with the SEC for the issuance of securities related to the Business Combination[56]. - The Business Combination Agreement contains covenants regarding the operation of businesses in the ordinary course and the provision of financial statements[54]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net income of $37,131, which includes interest earned on investments of $1,956,597, offset by operating and formation costs of $1,775,606[185]. - For the year ended December 31, 2023, the company had a net income of $1,304,731, consisting of interest earned on investments of $2,908,568, with operating and formation costs of $973,470[186]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of success in completing a business combination[165]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2024[207][208]. Acquisition Strategy - The company aims to acquire growth businesses with a total enterprise value between $100 million and $200 million, targeting sectors significant to Asian markets such as e-commerce and online agricultural trading[14]. - The company seeks to acquire businesses with strong revenue and earnings growth potential, focusing on existing and new product development, increased production capacity, and expense reduction[14]. - The target businesses must have a fair market value equal to at least 80% of the trust account balance at the time of the business combination agreement[87]. - The company intends to structure business combinations to acquire 100% of the equity interests or assets of target businesses, ensuring a controlling interest[88]. - The management team believes their extensive relationships in Asia will facilitate the identification of target businesses with significant upside potential[75]. - The company may utilize cash, debt, or equity securities for business combinations, providing flexibility in structuring transactions[77]. - The company has engaged I-Bankers to assist in identifying potential business combinations, with a fee structure based on the gross proceeds of the initial public offering[79]. - The company will conduct extensive due diligence on potential target businesses, including meetings with management and financial reviews[85]. - The company recognizes that its status as a public entity may provide target businesses with a more certain and cost-effective route to becoming publicly traded compared to traditional IPOs[76]. - The company will not require an opinion from an investment banking firm regarding fair market value if the board determines compliance with the 80% threshold[92]. - The company expects to complete its business combination with a single target business, which may limit diversification and increase dependency on that business's performance[93]. - The company has set a net tangible asset threshold of $5,000,001 to avoid being subject to Rule 419, which may necessitate seeking third-party financing for business combinations[97]. Compliance and Regulatory Matters - The company must comply with Nasdaq's 36 Month Requirement to avoid suspension of trading and delisting[38]. - The company has received a deficiency notice from Nasdaq regarding non-compliance with the minimum requirement for the market value of listed securities, which was below the $50 million threshold for 32 consecutive business days[141]. - The company has a compliance period of 180 calendar days to regain compliance with the MVLS Requirement, which ends on July 7, 2025[142]. - If the company fails to regain compliance, its securities may be subject to delisting from Nasdaq, leading to reduced liquidity and trading price[143]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2024, which could adversely affect investor confidence[139]. - The company is required to evaluate its internal control procedures under the Sarbanes-Oxley Act for the fiscal year ended December 31, 2024[130]. - The company is subject to risks related to cybersecurity incidents, which could have material adverse consequences on its business and lead to financial loss[148]. - The company has not independently verified the sponsor's ability to satisfy indemnity obligations, which may affect the trust account[115]. - The company has filed its amended and restated memorandum and articles of association, with the latest amendment on November 14, 2024[118]. - The company may seek to extend the Combination Period, requiring public shareholder approval, which could adversely affect the trust account[122]. Operational Matters - The company pays up to $10,000 per month for office space and administrative support services, which is considered adequate for its current operations[149]. - The company has entered into a new agreement with a vendor for legal and consulting services, totaling $500,000, with $950,000 additional payment contingent on the Business Combination closing[210]. - Management does not anticipate that the adoption of ASU 2023-09 will have a material impact on financial statements and disclosures[216]. - The company adopted ASU 2023-07, which requires enhanced disclosures regarding reportable segment expenses, effective for fiscal years beginning after December 15, 2023[217]. - The company evaluates financial instruments to determine if they qualify as derivatives, with changes in fair value reported in the statements of operations[213]. - Management reviews accounting estimates and judgments regularly to ensure compliance with U.S. GAAP, acknowledging inherent uncertainties[211]. - The company does not believe that any recently issued accounting standards will materially affect financial statements if adopted[218]. - Disclosure controls and procedures are in place to ensure timely reporting of required information under the Exchange Act[222]. - The company has not reported any changes or disagreements with accountants on accounting and financial disclosure[221].

Financial Performance - As of September 30, 2024, the Company reported a net income of $195,738, driven by interest income of $555,371 from marketable securities held in the Trust Account, offset by operating costs of $326,185 and Chinese income tax of $33,448[179]. - For the nine months ended September 30, 2024, the Company had a net income of $100,345, consisting of interest income of $1,644,669, offset by operating costs of $1,510,876 and Chinese income tax of $33,448[179]. - For the three months ended September 30, 2023, the company reported a net income of $391,367, driven by interest income of $914,783 and an unrealized gain of $26,564 on marketable securities, offset by operating costs of $428,379 and Chinese income tax of $121,601[180]. - For the nine months ended September 30, 2023, the company achieved a net income of $1,080,034, with interest income of $2,143,508 and an unrealized gain of $16,128 on marketable securities, while cash used in operating activities was $637,824[181][187]. Business Combination Plans - The Company has incurred significant costs in pursuit of acquisition plans and does not expect to generate operating revenues until after completing a business combination[158]. - On November 10, 2023, shareholders approved an extension allowing the Company to consummate a Business Combination until November 18, 2024, with 3,018,308 ordinary shares redeemed for a total of $31.9 million[162]. - The Company entered into a Business Combination Agreement with Youlife Group Inc. on May 17, 2024, involving a merger that will result in Youlife becoming a wholly-owned subsidiary of Pubco[172]. - On November 13, 2024, the Company amended the Business Combination Agreement to adopt an American depository share facility and revise lock-up provisions[173]. - The Company has made total extension deposits of $330,000 into the Trust Account to extend the time to complete an initial Business Combination to October 18, 2024[164]. - The company plans to extend the time to complete an initial business combination from November 18, 2024, to December 18, 2024, by depositing a $30,000 monthly extension payment into the Trust Account[199]. Financial Position and Capital Needs - As of September 30, 2024, the company had investments in the Trust Account amounting to $43,355,649, including $3,432,390 of interest income, primarily in money market funds invested in U.S. government securities[195][208]. - The company had cash of $10,598 outside the Trust Account as of September 30, 2024, intended for identifying and evaluating target businesses and conducting due diligence[196]. - The company may need to raise additional capital through loans or investments to complete a business combination, and there is uncertainty regarding the ability to secure such financing[199]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024, and has engaged I-Bankers for advisory services related to potential business combinations[203][205]. Transaction Costs and Financing - The company incurred transaction costs of $4,366,343 during its initial public offering, with gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[184][185]. - The company issued a promissory note on November 10, 2023, for up to $360,000 to the Sponsor for monthly deposits into the Trust Account until November 18, 2024[163]. - The company issued the 2023 Extension Note for up to $360,000 to the sponsor, with monthly payments of $30,000 for each month until the business combination is completed, as of September 30, 2024, $330,000 was outstanding under this note[189]. Accounting Standards - Management does not believe the adoption of ASU 2023-09 will have a material impact on financial statements and disclosures[213]. - Management does not believe that any other recently issued accounting standards would have a material effect on financial statements[214]. Regulatory Considerations - The 2024 SPAC Rules may materially affect the Company's ability to negotiate and complete its initial Business Combination, increasing costs and time related to the process[159]. - On November 10, 2023, shareholders approved the 2023 Extension Amendment, allowing the company to extend the deadline for completing a business combination up to twelve times until November 18, 2024, with $31.9 million redeemed from the Trust Account[188]. Fair Value Measurements - The fair value of public rights at issuance amounted to $3,305,100[211]. - The fair value of public warrants at issuance amounted to $1,104,000, while the fair value of representative warrants at issuance amounted to $12,075[212].

Financial Performance - The company reported a net loss of $127,932 for the three months ended June 30, 2024, with operating costs of $687,000 and interest income of $548,222[138]. - For the six months ended June 30, 2024, the company had a net loss of $95,393, with operating costs of $1,184,691 and interest income of $1,089,298[139]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its Business Combination[138]. Initial Public Offering - The company completed its initial public offering on February 17, 2023, raising gross proceeds of $69,000,000 from 6,900,000 units sold at $10.00 per unit[141]. - The company incurred transaction costs of $4,366,343 related to its initial public offering[141]. Business Combination and Extensions - The company has the right to extend the deadline for consummating a Business Combination up to twelve times until November 18, 2024[131]. - The company may extend the time to consummate a business combination from August 18, 2024, to September 18, 2024, by depositing a $30,000 monthly extension payment[150]. - The company anticipates significant costs in pursuing its acquisition plans and cannot assure the success of its Business Combination[128]. Financial Obligations and Borrowings - The company issued an Extension Note for up to $360,000 to the sponsor, with monthly payments of $30,000 until the completion of the initial Business Combination[144]. - As of June 30, 2024, the company had $240,000 outstanding borrowings under the Extension Note[144]. - As of June 30, 2024, total borrowings under the unsecured promissory note amounted to $345,688 out of a principal amount of up to $1,000,000[145]. Trust Account and Investments - Investments held in the Trust Account totaled $42,710,277, including $2,877,019 of interest income, primarily in U.S. government securities[146]. - Cash held outside the Trust Account was $12,319, intended for identifying and evaluating target businesses and conducting due diligence[147]. - The fair value of investments held in the Trust Account increased from $41,440,980 as of December 31, 2023, to $42,710,277 as of June 30, 2024[158]. Other Financial Information - The fair value of public rights at issuance amounted to $3,305,100[160]. - The fair value of public warrants at issuance was $1,104,000, while representative warrants had a fair value of $12,075[161]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[152]. - The company has incurred a monthly fee of $10,000 for office space and administrative services since February 15, 2023[154].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $32,539, primarily from interest earned on investments held in the Trust Account[144]. - The company has incurred operating costs of $497,691 for the three months ended March 31, 2024[144]. - The company has cash of $1,159 as of March 31, 2024, intended for identifying and evaluating target businesses[155]. - The fair value of investments held in the Trust Account amounts to $42,058,979 as of March 31, 2024, compared to $41,440,980 as of December 31, 2023, indicating an increase of approximately 1.5%[166]. Initial Public Offering - The company completed its initial public offering of 6,900,000 units at $10.00 per unit, generating gross proceeds of $69 million[148]. - The company incurred transaction costs of $4,366,343 related to its initial public offering[148]. - The fair value of public rights at issuance amounted to $3,305,100, while the fair value of public warrants at issuance was $1,104,000[168][169]. Trust Account and Investments - As of March 31, 2024, the company had investments held in the Trust Account totaling $42,058,979, including $2,328,798 of interest income[154]. - The company advanced a total of $136,923 from its operating account into the Trust Account to extend the time for completing a business combination as of March 31, 2024[140]. Business Combination and Extensions - The company has the right to extend the date for consummating a business combination up to twelve times until November 18, 2024[138]. - The company may extend the time to consummate a business combination from June 18, 2024, to November 18, 2024, but it is uncertain if this will be achieved[158]. - The company has determined that mandatory liquidation could occur if a business combination is not consummated by the liquidation deadline, raising substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements[159]. Debt and Financial Obligations - The company has no long-term debt or capital lease obligations, with a monthly fee of $10,000 payable to the sponsor for office space and administrative services since February 15, 2023[162]. - The company issued an unsecured promissory note to the sponsor for up to $1 million for working capital needs, with total borrowings under this note amounting to $75,688 as of March 31, 2024[142]. - The company may need to raise additional capital through loans or investments, and if unable to do so, may have to curtail operations or suspend potential transactions[158]. Consulting and Advisory Services - The company has engaged I-Bankers to assist in potential business combinations, with a cash fee of 4.0% of the gross proceeds of the initial public offering, amounting to $2,760,000[163]. - The company has entered into a new agreement with a vendor for legal and consulting services, with total payments potentially reaching $1,650,000 if the business combination closes[164]. Accounting Standards - Management does not believe that the adoption of recently issued accounting standards will have a material impact on the financial statements[170]. Shareholder Transactions - An aggregate amount of $31.9 million was removed from the trust account to pay shareholders who redeemed their shares during the Extension Amendment[138]. - The company has no off-balance sheet arrangements as of March 31, 2024, and does not participate in transactions that create relationships with unconsolidated entities[160].

Core Viewpoint - Youlife International Holdings Inc. is set to go public in the U.S. through a business combination with Distoken Acquisition Corporation, aiming to enhance its global presence and capitalize on growth opportunities in the blue-collar service sector [1][2][3]. Company Overview - Youlife is a leading blue-collar lifetime service platform in China, offering vocational education, recruitment, employee management, and market services tailored for blue-collar workers and businesses [5]. - The platform addresses significant challenges in China's vocational education and recruitment sectors, aiming to empower blue-collar workers with skills and connect them with suitable employers [5]. Business Combination Details - The business combination will involve a merger between Youlife and Distoken, with a newly-formed parent company, Youlife Group Inc., to be listed on the Nasdaq under the ticker symbol YOUL [1][3]. - The completion of the business combination is contingent upon regulatory approvals, shareholder approvals from both companies, and the satisfaction of customary closing conditions [2][3]. Strategic Goals - The business combination is expected to support Youlife's globalization, platformization, and AI transformation strategies, providing robust capital protection and accelerating expansion in Greater China and internationally [2][3]. - Distoken will offer strategic and resource support to Youlife, enhancing its position in the blue-collar talent service market and promoting growth in overseas emerging markets [3]. Future Plans - Youlife aims to create a capital platform through its U.S. listing, attracting international investors and furthering its growth strategy to become the preferred lifelong service platform for global blue-collar talent [3].

SPAC Regulations and Compliance - The company is subject to the new 2024 SPAC Rules adopted by the SEC, which will become effective on July 1, 2024, impacting SPAC business combination transactions[10] - The company is required to provide additional disclosures regarding dilution and conflicts of interest involving sponsors and their affiliates in SPAC transactions[11] - The company anticipates that the 2024 SPAC Rules may materially affect its ability to negotiate and complete its initial business combination[11] - The company is committed to complying with applicable laws, regulations, and stock exchange rules during the business combination process[12] Business Combination Timeline and Financials - The company has an initial business combination deadline set for November 18, 2024, with a potential extension through an amendment to its articles of association[13] - Shareholders approved an extension to complete the initial business combination until November 18, 2024, allowing for up to twelve monthly extensions[24] - The company has approximately $41.44 million in the trust account available for a business combination as of December 31, 2023[41] - The company has access to approximately $96,000 held outside of the trust account as of December 31, 2023, to cover potential claims, with estimated liquidation costs not exceeding $50,000[86] - The company is required to have net tangible assets of at least $5,000,001 prior to or upon completion of the initial business combination[90] Financial Transactions and Trust Account - The company plans to deposit up to $360,000 into the trust account in connection with the Extension Amendment[14] - A total of $70.38 million from the IPO and private placement proceeds was placed in a trust account[21] - Approximately $31.9 million was redeemed by shareholders, resulting in a pro rata payment of about $10.57 per share[24] - The expected per-share redemption amount upon dissolution is approximately $10.50 based on the trust account balance as of December 31, 2023[81] - The trust account must maintain a minimum of $10.20 per public share; if reduced, shareholders may not receive this amount upon redemption[85] Acquisition Strategy and Target Businesses - The company is exploring various acquisition opportunities to enhance its business portfolio[12] - The management team is focused on acquiring growth businesses with a total enterprise value between $100 million and $200 million[33] - Target sectors include innovative e-commerce and online agricultural trading, which are strategically significant to Asian markets[34] - The company aims to acquire businesses that can generate strong, stable, and increasing free cash flow with predictable revenue streams[35] - The target business must have a fair market value of at least 80% of the trust account balance at the time of the business combination agreement[54] Management and Operational Focus - The company is focused on retaining key employees and directors to ensure successful business operations post-combination[12] - The management team has significant experience in mergers and acquisitions within the Asian markets, although there is no assurance of completing a business combination[19] - The management team believes their extensive relationships in Asia will help identify business combination opportunities with significant potential upside[37] - The company intends to structure the business combination to acquire 100% of the equity interests or assets of the target business[55] Risks and Challenges - The company may face intense competition from other entities with similar business objectives, which could limit acquisition opportunities[93] - If multiple acquisitions are pursued, the company may face challenges in negotiations and due diligence, potentially delaying business combinations[59] - The company may initially depend on the performance of a single business operation, limiting diversification and increasing risk exposure[58] - The company has not yet selected a target business for acquisition, indicating a lack of specific business combination under consideration[45] Shareholder Rights and Redemption - Shareholders may redeem their shares for their pro rata share of the trust account, which must have at least $5,000,001 in net tangible assets prior to consummation[64][65] - The company has agreed to redeem public shares at a price equal to the amount in the trust account if the initial business combination is not completed within the Combination Period[77] - Initial shareholders have waived rights to liquidating distributions from the trust account if the initial business combination is not completed[78] - There are no redemption rights for the company's officers, directors, or initial shareholders regarding their shares[71] Additional Financial Arrangements - The company issued an unsecured promissory note to the sponsor in the aggregate principal amount of up to $1,000,000 on February 26, 2024[13] - The company issued an unsecured promissory note of up to $1 million to the sponsor for working capital needs, with $265,688 borrowed as of April 16, 2024[28] - The company may need to request additional funds from the trust account to cover dissolution costs if remaining funds are insufficient[80] - The company may utilize cash, debt, or equity securities in the business combination, providing flexibility in structuring the deal[41] Corporate Governance and Structure - The company filed its amended and restated memorandum and articles of association on February 15, 2023, with an extension amendment on November 14, 2023[89] - The company has four executive officers and does not plan to hire full-time employees before completing the initial business combination[98]

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $391,367, consisting of interest income of $914,783 and an unrealized gain of $26,564, offset by operating costs of $428,379 and Chinese income tax of $121,601 [127]. - For the nine months ended September 30, 2023, the company had a net income of $1,080,034, with interest income of $2,143,508 and an unrealized gain of $16,128, offset by operating costs of $724,967 and Chinese income tax of $354,635 [127]. - Cash used in operating activities for the nine months ended September 30, 2023, was $637,824, with net income of $1,080,034 affected by interest earned on marketable securities [130]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of ordinary shares outstanding, with no dilutive securities affecting the calculation as of September 30, 2023 [150]. Cash and Securities - As of September 30, 2023, the company had cash and marketable securities in the Trust Account totaling $72,539,636, including $2,159,636 of interest income and unrealized gains [131]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and may withdraw interest to pay taxes [131]. Initial Public Offering - The company completed its initial public offering on February 17, 2023, raising gross proceeds of $69,000,000 from 6,900,000 units sold at $10.00 per unit [129]. - The company incurred transaction costs of $4,366,343 related to the initial public offering, which included a cash underwriting discount of $2,070,000 [129]. - The company has engaged I-Bankers to assist in potential Business Combinations, agreeing to pay a cash fee of 4.0% of the gross proceeds of the initial public offering, totaling $2,760,000 [145]. Business Combination - The company has extended the deadline to complete a Business Combination to November 18, 2024, with shareholders approving the New Extension [137]. - The company recognizes changes in the redemption value of public shares immediately and adjusts the carrying value to equal the redemption value at the end of each reporting period [149]. Debt and Accounting Standards - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023 [142]. - Management does not anticipate that any recently issued accounting standards will have a material effect on the unaudited condensed financial statements [151]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [152]. Share Structure - The weighted average shares were reduced by 258,000 ordinary shares subject to forfeiture if the over-allotment option was not exercised [150].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $437,354, driven by interest income of $874,662 from marketable securities, offset by an unrealized loss of $66,297 and operating costs of $203,128[119]. - For the six months ended June 30, 2023, the company achieved a net income of $688,667, with total interest income of $1,228,725 and operating costs amounting to $296,588[119]. - Cash used in operating activities for the six months ended June 30, 2023, was $445,629, with net income impacted by interest earned and unrealized losses on marketable securities[122]. - Net income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding, with no dilutive securities affecting the calculation as of June 30, 2023[138]. Initial Public Offering - The company completed its initial public offering on February 17, 2023, raising gross proceeds of $69,000,000 from 6,900,000 units sold at $10.00 per unit[121]. - The company incurred transaction costs of $4,366,343 related to the initial public offering, which included a cash underwriting discount of $2,070,000[121]. Trust Account and Business Combination - As of June 30, 2023, the company held cash and marketable securities in the Trust Account totaling $71,598,289, which includes $1,218,289 of interest income and unrealized gains[123]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and may withdraw interest to pay taxes[123]. - The company has until November 17, 2023, to complete a Business Combination, with a potential extension to August 17, 2024, if approved[129]. - The company has a contractual obligation to pay its Sponsor up to $10,000 monthly for office space and administrative services until the completion of the Business Combination[132]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023, and has engaged I-Bankers for advisory services related to the Business Combination[131][133]. Internal Controls and Compliance - As of June 30, 2023, the company identified material weaknesses in internal control over financial reporting, particularly in the review process for financial statements[142]. - The company is enhancing its processes to better apply accounting requirements and consult with third-party professionals regarding complex accounting applications[143]. - There were no changes in internal control over financial reporting during the fiscal quarter that materially affected internal controls[145]. - The company does not expect its disclosure controls and procedures to prevent all errors or instances of fraud, acknowledging inherent limitations[144]. Economic and Operational Risks - The company faces potential adverse effects on operations due to economic uncertainties, including inflation, supply chain disruptions, and geopolitical instability[139]. Legal and Regulatory Matters - There is currently no litigation pending or contemplated against the company or its officers[146]. - The company filed various certifications and XBRL documents as part of its quarterly report[150]. - The report was signed by the Chief Executive Officer and Chief Financial Officer on August 11, 2023[151]. Management and Accounting Standards - Management does not anticipate that any recently issued accounting standards will materially impact the unaudited condensed financial statements[138].

Financial Position - As of March 31, 2023, the company had cash and marketable securities in the Trust Account totaling $70,789,924, including approximately $409,924 of interest income and unrealized gains [125]. - As of March 31, 2023, the company had cash of $827,272 available for identifying and evaluating target businesses [126]. - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to its Sponsor for office space and administrative services [134]. Income and Expenses - For the three months ended March 31, 2023, the company reported a net income of $251,313, driven by interest income of $354,063 and an unrealized gain of $55,861 on marketable securities [122]. - Operating costs for the three months ended March 31, 2023 amounted to $93,460, with an additional Chinese income tax expense of $65,151 [122]. - Cash used in operating activities for the three months ended March 31, 2023 was $159,853, compared to $1,850 for the same period in 2022 [124]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [121]. Business Combination - The company completed its initial public offering on February 17, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit [123]. - The company may extend the period to consummate a Business Combination by up to three times, each by an additional three months, requiring a deposit of $690,000 for each extension [128]. - The company has engaged I-Bankers as an advisor for its initial Business Combination, agreeing to pay a cash fee of 4.0% of the gross proceeds of the initial public offering, totaling $2,760,000 [135]. Internal Control and Compliance - The company identified material weaknesses in its internal control over financial reporting as of March 31, 2023, affecting the effectiveness of disclosure controls and procedures [146]. - The material weaknesses relate to ineffective review controls over the financial statement preparation process, including the valuation of complex financial instruments and recording of accrued expenses [146]. - Management has concluded that the current disclosure controls and procedures were not effective due to identified weaknesses [146]. - The remediation plan for the identified weaknesses will take time and there is no assurance of its ultimate effectiveness [147]. - The design of disclosure controls must consider resource constraints and the balance of benefits relative to costs [148]. - There are no changes in internal control over financial reporting during the fiscal quarter that materially affected the internal control [149]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance [148]. Legal Matters - There is no pending or contemplated litigation against the company or its officers and directors [151].

IPO and Fundraising - The company completed its initial public offering on February 17, 2023, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[14] - An additional 900,000 units were issued due to the full exercise of the underwriters' over-allotment option[14] - The private sale of 545,000 private units to the sponsor at $10.00 per unit generated gross proceeds of $5,450,000[14] - The trust account holds $70,380,000 from the net proceeds of the IPO and private units[10] - The company has approximately $70.79 million in the trust account as of March 31, 2023, available for a business combination[25] - The company has approximately $822,000 held outside the trust account as of April 11, 2023, to cover costs associated with liquidation and creditor claims[68] Business Combination Strategy - The company is focusing its search for business combination targets in the technology industry primarily located in Asia[13] - The management team has significant experience in mergers and acquisitions within the Asian markets[13] - The company has not yet selected any business combination target or initiated substantive discussions regarding potential combinations[12] - The company will not undertake any business combination utilizing a variable interest entity (VIE) structure[12] - There is no assurance that the company will complete a business combination[13] - The management team aims to acquire growth businesses with a total enterprise value between $100 million and $200 million[16] - The company seeks to acquire businesses in sectors strategically significant to Asian markets, such as innovative e-commerce and online agricultural trading[18] - The target businesses should have potential for strong free cash flow generation and predictable revenue streams[19] - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may also consider acquiring less than 100%[43] - The company may seek to effect a business combination with more than one target business, but initially expects to complete it with just one[47] Shareholder Rights and Redemption - Public shareholders may convert their shares into their pro rata share of the trust account amount, net of taxes, regardless of their vote on the proposed business combination[57] - The company has set a net tangible asset threshold of $5,000,001 to avoid being subject to Rule 419 under the Securities Act[55] - Shareholders will have the opportunity to sell their shares through a tender offer for an amount equal to their pro rata share of the trust account[57] - If a business combination is not completed within the specified period, the company will redeem 100% of its public shares at approximately $10.20 per share[30] - If the initial business combination is not completed, the per-share redemption amount for shareholders would be approximately $10.20, but this could be reduced due to creditor claims[69] - The company has agreed to redeem public shares at a price equal to the aggregate amount in the trust account, minus up to $50,000 for dissolution expenses[64] - Shareholders will only receive funds from the trust account upon the completion of the initial business combination or if the company fails to complete it within the Combination Period[75] Management and Operational Considerations - The company may face challenges in evaluating the management of the target business and ensuring they have the necessary skills for public company management[49] - The company may need to seek third-party financing if the target business imposes working capital conditions, which may not be available on acceptable terms[55] - The company currently has four executive officers and does not plan to hire full-time employees before completing its initial business combination[86] - Executive officers and certain directors have fiduciary duties to other companies, which may lead to conflicts of interest in pursuing acquisition opportunities, although significant conflicts are not expected[81] - Officers and directors are required to present target business opportunities with a fair market value of at least 80% of the assets held in the trust account, subject to pre-existing obligations[82] Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities[91] - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value exceeding $700 million[93] - The company is also classified as a "smaller reporting company," allowing for reduced disclosure obligations, including providing only two years of audited financial statements[94] - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2023, as mandated by the Sarbanes-Oxley Act[89] - There are no changes or disagreements with accountants on accounting and financial disclosure reported by the company[140] Financial and Market Risks - The company faces intense competition from established entities, including private investors and other blank check companies, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources[80] - The company must maintain net tangible assets of at least $5,000,001 to avoid being classified as a "penny stock" under SEC rules[66] - The company has a trust account minimum of $10.20 per public share, with potential liabilities affecting available resources for business combinations[85] - The company will seek to have vendors and service providers waive any claims against the trust account to protect shareholder funds[70] - If the trust account balance falls below $10.20 per share due to creditor claims, the actual redemption amount may be significantly less[71] - The company will cease operations and liquidate if the initial business combination is not completed within the Combination Period[64]