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Item 1. Financial Statements

2023-11-07 compared with 2023-08-14 · 216 added, 214 removed, 287 unchanged (60% of the section changed)

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CONDENSED BALANCE SHEETS

June 30, 2023

September 30, 2023

December 31, 2022

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Commitments and Contingencies

Common stock subject to possible redemption, 6,900,000 shares issued and outstanding at redemption value of $ 10.29 per share and 0 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

Common stock subject to possible redemption, 6,900,000 shares issued and outstanding at redemption value of $ 10.35 per share and 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit

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1,000,000 shares authorized;

none issued or outstanding at June 30, 2023 and December 31, 2022

none issued or outstanding at September 30, 2023 and December 31, 2022

Common stock;

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100,000,000 shares authorized;

2,155,000 issued and outstanding (excluding 6,900,000 shares subject to possible redemption) and 1,725,000 issued and outstanding at June 30, 2023 and December 31, 2022, respectively

2,155,000 issued and outstanding (excluding 6,900,000 shares subject to possible redemption) and 1,725,000 issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

General and administrative expenses

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CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three and Six Months Ended June 30, 2023 and 2022

Paid-In Capital

For the Three and Nine Months Ended September 30, 2023 and 2022

Stockholder's

Paid-in Capital

Balance, December 31, 2022

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Balance, June 30, 2023 (unaudited)

Paid-In Capital

Remeasurement of common stock subject to redemption

Balance, September 30, 2023 (unaudited)

Stockholder's

Paid-in Capital

Balance, December 31, 2021

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Balance, June 30, 2022 (unaudited)

Balance, September 30, 2022 (unaudited)

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

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CONDENSED STATEMENTS OF CASH FLOWS

For the six months ended

For the nine months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

SEPTEMBER 30, 2023

NOTE 1–DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

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The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30 , 2023, the Company had not commenced any operations.

As of September 30 , 2023, the

Company had not commenced any operations.

All activity since inception relates to the Company’s formation and the initial public offering (“Initial Public Offering”) which is described below.

The Company will not generate any

operating revenues until after the completion of an initial Business Combination, at the earliest.

The Company will not generate any operating revenues

until after the completion of an initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

has selected December 31 as its fiscal year end.

The Company has selected

December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on February 9, 2023.

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If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote its Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading

policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel or compliance

officer prior to execution.

In addition, the Company’s Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (or their permitted transferees (the “Initial Stockholders”)) have agreed to waive their

redemption rights with respect to their Founder Shares, Placement Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of more of the shares of Common Stock sold in the Initial Public Offering.

The Company’s Initial Stockholders and Chardan Capital Markets, LLC (“Chardan”), the representative of

the underwriters, have agreed not to propose or vote in favor of an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) that would modify the substance or timing of the Company’s obligation to allow redemption in

Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires

insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel or compliance officer prior to

respect to their Founder Shares, Placement Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, if the Company seeks stockholder approval of its Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15 % of more of the shares of Common Stock sold in the Initial Public Offering without the prior consent of the Company.

The Company’s Initial Stockholders and Chardan Capital Markets, LLC (“Chardan”), the representative of the underwriters,

have agreed not to propose or vote in favor of an amendment to the Company’s Amended and

Restated Certificate of Incorporation (A) that would modify the substance or timing of the Company’s obligation to allow redemption in

connection with the Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within nine months or such other time period as the stockholders may approve from the closing of the Initial

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(ii) as promptly and as reasonably possible, but not more than ten 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 on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders rights as stockholders (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 stockholders and

the board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from

the Trust Account with respect to the Founder Shares (defined in Note 4) and Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Stockholders acquire Public

Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the

Trust Account with respect to the Founder Shares (defined in Note 4) and Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Stockholders acquire Public Shares

in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such

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the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the

extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(except for the Company’s independent registered public accounting firm), prospective partner 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.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to the

monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under

the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third

party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent

registered public accounting firm), prospective partner 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

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with

accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote

disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the

information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting

of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the

Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 31, 2023.

The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the

year ending December 31, 2023, or for any future periods.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally

included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes

necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial

statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the

financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on

Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 31, 2023.

The interim results for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31,

2023, or for any future periods.

Liquidity and Going Concern

As of June 30, 2023, the Company had $ 1,181 in its operating bank account and working capital deficit of $ 482,395 .

As of September 30, 2023, the Company had $ 57,955 in its operating bank account and a working capital deficit of $ 1,022,711 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from related party and from the issuance of common stock.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity was satisfied through the net proceeds from the consummation of the Initial Public Offering and the proceeds from the Private Placement held outside of the Trust Account.

Based on the foregoing and the limited amount of working capital that the Company received into the

operating account from the Private Placement, management believes that the Company will not have sufficient working capital to meet its working capital needs through the earlier of the consummation of an initial Business Combination or nine months

from the Initial Public Offering.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Over this time period, the Company will be using the

remaining funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel

expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial Business Combination.

Further needs for operating capital beyond the Company’s current operating cash balance may need

to be funded through loans from the Company’s Sponsor.

Based on the foregoing and the limited amount of working capital that the Company received into the operating account from

the Private Placement, management believes that the Company will not have sufficient working capital to meet its working capital needs through the earlier of the consummation of an initial Business Combination or nine months from the Initial Public

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Over this time period, the Company will be using the remaining funds held outside of the Trust

Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business

to merge with or acquire, and structuring, negotiating and consummating the initial Business Combination.

Further needs for operating capital beyond the Company’s current operating cash balance may need to be funded through loans from the Company’s

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If the Company is unable to complete a Business Combination by November 14, 2023 (subject to extension by majority approval by the Company’s

stockholders voting), the Company will cease all operations except for the purpose of liquidating.

This date for mandatory liquidation and subsequent dissolution combined with uncertainty as to whether the Company has sufficient liquidity to fund

operations through the liquidation date or thereafter should a deferral occur raises substantial doubt about the Company’s ability to continue as a going concern.

Management plans to evaluate potential Business Combination opportunities and intends

to complete a business combination.

If the Company is unable to complete a Business Combination by November 14, 2023, the Company will cease all operations

except for the purpose of liquidating.

This date for mandatory liquidation and subsequent dissolution combined with uncertainty as to whether the Company has sufficient liquidity to fund operations through the liquidation date or thereafter should an

extension occur raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to evaluate potential Business Combination opportunities and intends to complete a business combination.

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 stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to

comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)

are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth 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 an 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 standards at the time the private companies adopt the new or revised standard.

This may make the comparison of the Company’s financial statements with

another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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 stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or

revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply

with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth 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 an election to opt out is irrevocable.

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 standards at the time the private companies adopt the new or revised standard.

This may make the comparison of

the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of unaudited condensed 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 unaudited condensed financial statements and the reported amounts

of expenses during the reporting periods.

The preparation of unaudited condensed 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 unaudited condensed financial statements and the reported amounts of expenses during the

reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably

possible that the estimate of the effects of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

It is at least reasonably possible that the estimate

of the effects of a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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.

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,181 and $ 124,501 in cash held in its operating account as of June 30, 2023 and December 31, 2022, respectively.

The Company had no cash equivalents as of June 30, 2023 and December 31, 2022.

The Company had $ 57,955 and $ 124,501 in cash held in its operating account as of September 30, 2023 and December 31, 2022, respectively.

The Company had no cash equivalents as of September 30, 2023 and December 31, 2022.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a

maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities, within the meaning set forth in

Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account

are comprised of U.S.

the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in interest

earned on investments held in Trust Account in the accompanying condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

When the Company’s investments held in the Trust Account are comprised of money market funds, the

investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair

value of these securities are included in interest earned on investments held in Trust Account in the accompanying condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available

market information.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the

measurement date.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an

orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or

liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The hierarchy gives the highest priority to unadjusted quoted

prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or

quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation

techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

The fair values of cash, prepaid expenses, accrued offering costs and expenses, and amounts due to related parties are estimated

to approximate the carrying values as of June 30 , 2023 due to the short maturities of such instruments.

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as

quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments

under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

The fair values of cash, prepaid expenses, accrued offering costs and expenses, and amounts due to related

parties are estimated to approximate the carrying values as of September 30 , 2023 due to the short maturities of such instruments.

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 ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements 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 liabilities are classified in the unaudited condensed financial statements as current or non-current based on whether or not

net-cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that

qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on

the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements 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 liabilities are classified in the unaudited condensed financial statements as current or non-current based on whether or not net-cash settlement or conversion of

the instrument could be required within 12 months of the condensed balance sheet date.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account

in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial

condition, results of operations, and cash flows.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a

financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition,

results of operations, and cash flows.

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.

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 common 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 warrant issuance and as of each subsequent quarterly period end date while the instruments are

The Company determined that upon review of the warrant agreement that the Public Warrants (as defined in Note 1) and the Private Placement Warrants (as defined in Note 1) issued in the Initial Public Offering qualify for equity

accounting treatment.

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.

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 common 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 warrant

issuance and as of each subsequent quarterly period end date while the instruments are outstanding.

The Company determined that upon review of the warrant agreement that

the Public Warrants (as defined in Note 1) and the Private Placement Warrants (as defined in Note 1) issued in the Initial Public

Offering qualify for equity accounting treatment.

In connection with the Initial Public Offering and the exercise of the over-allotment of up to 6,900,000 Public Units, each Public Unit is comprised of one share of common stock, $ 0.0001 par value, a warrant to purchase one share of Common Stock, and one Public Right to receive one-tenth (1/10) of one share of Common Stock.

Simultaneously, with the consummation of the Initial Public Offering, the Company engaged in a private placement and issued placement units that are identical to the Public Unit, which included the issuance and delivery of aggregate of 430,000 Placement Rights underlying Placement Units (the “Placement Rights”, and together with the Public Rights and such other rights as the Company issues from time to time hereunder, the “Rights”).

The Company accounts for the rights issued in connection with the Initial Public Offering in accordance with the

guidance contained in ASC 815-40.

The Company accounts for the rights issued in connection with the Initial Public Offering in accordance with the guidance

contained in ASC 815-40.

Such guidance provides that the rights described above are not precluded from equity classification.

Equity-classified contracts are initially measured at fair value (or allocated value).

Subsequent changes in fair

value are not recognized as long as the contracts continue to be classified in equity.

Subsequent changes in fair value are

not recognized as long as the contracts continue to be classified in equity.

Equity Participation Shares

The Company agreed to issue to Chardan at the closing of the Initial Public Offering 34,500 representative shares (“Equity Participation Shares”), which include an additional 4,500 shares due to the exercise of the over-allotment option in full, which will be issued upon the completion of the Initial Business Combination.

The Company complies with the requirements of 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 incurred through the date of these unaudited condensed financial statements that are related to the Initial Public Offering.

Offering costs directly attributable to the issuance of an

equity contract to be classified in equity are recorded as a reduction in equity.

At the closing of the Initial Public Offering, the Company agreed to issue to Chardan 34,500 representative shares (“Equity Participation Shares”), which include an additional 4,500 shares due to the exercise of the over-allotment option in full, which will be issued upon the completion of the Initial Business Combination.

The Company complies with the requirements of 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 incurred through the date of these unaudited condensed financial statements that are related to the Initial Public Offering.

Offering costs directly

attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

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As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock.

The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares or require an adjustment to the earnings per

share calculation.

The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the

shares could be sold on the open market.

The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares or require an adjustment to the earnings per share calculation.

The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the shares could be sold on the open market.

Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates the fair value.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480.

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in

Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

Conditionally redeemable common stock (including common stock that features

redemption rights that are within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ deficit.

The Company’s common stock sold in the Initial Public Offering and over-allotment features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of June 30 , 2023 and December 31, 2022, 6,900,000 and 0 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to difference between the financial statements carrying amounts of existing assets and liabilities and their respective tax

Accordingly, as of September 30 , 2023 and December 31, 2022, 6,900,000 and 0 shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income

Taxes” (“ASC 740”).

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

assets were deemed to be de minimis as of June 30 , 2023 and December 31, 2022.

assets were deemed to be de minimis as of September 30 , 2023 and December 31, 2022.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions 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.

There were no unrecognized tax benefits as of June 30 , 2023 and December 31, 2022 .

There were no unrecognized tax benefits as of September 30 , 2023 and December 31, 2022 .

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment interest and penalties for the six months ended June 30 , 2023.

No amounts were accrued for the payment interest and penalties for the nine months ended September 30 , 2023.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently

adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted,

would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3–INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering and exercise of the over-allotment, the Company sold 6,900,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of common stock, one redeemable warrant entitling the holder thereof to purchase one share of Common Stock at a price of $ 11.50 per share, subject to adjustment, and one right which entitles the holder thereof to receive one-tenth (1/10) of a share of common stock.

Each Unit consists of one share of common stock, one redeemable warrant entitling the holder thereof to purchase one share of Common Stock at a price of $ 11.50 per share, subject to adjustment,

and one right which entitles the holder thereof to receive one-tenth (1/10) of a share of common stock.

Each warrant will become exercisable 30 days after the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation.

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The promissory notes were due at the earlier of November 29, 2023 or upon the closing of the Initial Public Offering.

The outstanding balance was $ 0 and $ 1,200,000 as of June 30 , 2023 and December 31, 2022, respectively.

The outstanding balance was $ 0 and $ 1,200,000 as of September 30 , 2023 and December 31, 2022, respectively.

Upon the closing of the Initial Public Offering, the promissory notes were be deemed to be repaid and settled in connection with the private placement.

As of June 30 , 2023, the promissory note is no longer available.

On June 23, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount

of $ 200,000 to the Sponsor to fund working capital requirements.

The Note is non-interest bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial business combination (the “Business Combination”).

In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.

At the Sponsor’s discretion, the principal balance of the Note may be converted at any time prior to the consummation of an initial business combination into units identical to the private placement units at a price of $ 10.00 per Unit.

As of June 30, 2023, there was no outstanding balance on the Note.

As of September 30 , 2023, the promissory note is no longer available.

Working Capital Loans

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Loans made by Chardan or any of its related persons, if any, will not be convertible into any of the Company’s securities, and Chardan and its related persons will have no recourse with respect to their ability to convert their loans into any of the Company’s securities.

As of June 30 , 2023 and December 31, 2022, no Working Capital Loans were outstanding.

As of December 31, 2022, no Working Capital Loans were outstanding.

On June 23, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $ 200,000 to the Sponsor to fund working capital requirements.

The Note is non-interest bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial business combination (the “Business Combination”).

In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.

As of September 30, 2023, the outstanding balance was $ 200,000 .

Administrative Support Agreement

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Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

During the three and six months ended June 30, 2023, the Company incurred $ 22,500 and $ 30,000 , respectively, and paid $ 15,000 and $ 15,000 of administrative support fees, respectively, which are included in general and administrative expenses in the accompanying statements of operations.

During the three and nine months ended September 30, 2023, the Company incurred $ 22,500 and $ 67,500 , respectively, and paid $ 22,500 and $ 37,500 of administrative support fees, respectively, which are included in general and administrative expenses in the accompanying statements of operations.

As of September 30, 2022, the outstanding balance was $ 15,000 .

Due to Affiliate

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These advances are due on demand and are non-interest bearing.

During the six months ended June 30 , 2023, the Sponsor did not advance any additional funds to the Company nor did the Company repay any balance.

The outstanding balance was $ 17,000 and $ 17,000 as of June 30 , 2023 and December 31, 2022, respectively.

During the nine months ended September 30 , 2023, the Sponsor did not advance any additional funds to the Company nor did the Company repay any balance.

The outstanding balance was $ 17,000 as of September 30 , 2023 and December 31, 2022.

NOTE 5–COMMITMENTS AND CONTINGENCIES

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Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while

it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or the search for a target company, the specific impact is not readily determinable as of the date of these

unaudited condensed financial statements.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy is not determinable

as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial

The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of the Company’s securities following its initial business combination,

hinder its ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.

of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy is not determinable as of the

date of these unaudited condensed financial statements and the specific impact

on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited

condensed financial statements.

The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of the Company’s securities following

its initial business combination, hinder its ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.

NOTE 6–COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of

uncertain future events.

Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The following is a reconciliation of the Company’s common stock subject to possible redemption as of June 30, 2023:

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance

The following is a reconciliation of the Company’s common stock subject to possible redemption as of September 30, 2023:

Gross proceeds from Initial Public Offering

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Offering costs allocated to common stock subject to possible redemption

Accretion on common stock subject to possible redemption

Balance, June 30, 2023

Accretion of common stock subject to possible redemption

Balance, September 30, 2023

NOTE 7–STOCKHOLDERS’ DEFICIT

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The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of June 30 , 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

As of September 30 , 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Pursuant to the Amended and Restated Certificate of Incorporation, the Company is authorized to issue 100,000,000 shares of Common Stock, $ 0.0001 par value.

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Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of 430,000 shares.

On February 21, 2023, the underwriters fully exercised their over-allotment option and the 225,000 Founder Shares are no longer subject to forfeiture.

As of June 30, 2023, there were 2,155,000 shares of Common Stock outstanding, excluding 6,900,000 shares of common stock subject to possible redemption that are reflected in temporary equity in the condensed balance sheet.

On February 21, 2023, the underwriters fully

exercised their over-allotment option and the 225,000 Founder Shares are no longer subject to forfeiture.

As of September 30, 2023, there were 2,155,000 shares of Common Stock outstanding, excluding 6,900,000 shares of common stock subject to possible redemption that are reflected in temporary equity in the condensed balance sheet.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.

As of June 30, 2023, there were 7,330,000 Warrants outstanding.

As of September 30, 2023, there were 7,330,000 Warrants outstanding.

The Warrants that are a part of the Units may be exercised at a price of $ 11.50 per share, subject to adjustment as described in this prospectus.

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if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the Warrants become exercisable and ending three business days before the date on which the Company sends the notice of redemption to the Warrant holders, and

if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants at the time of redemption and

for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public

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Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination (net of redemptions), and (z) the Market Value is below $ 9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the Market Value, and the $ 16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165 % of the Market Value.

In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for

capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with

such issue price or effective issue price to be

determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination (net of redemptions), and (z) the Market Value is below $ 9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the Market Value, and the $ 16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165 % of the Market Value.

Equity Participation Shares

The Company agreed to issue to Chardan at the closing of the Initial Public Offering up to 34,500 Equity Participation Shares, including over-allotment, which will be issued upon the completion of the Initial Business Combination.

At the closing of the Initial Public Offering, the Company agreed to issue to Chardan up to 34,500 Equity Participation Shares, including over-allotment, which will be issued upon the completion of the Initial Business Combination.

The Company complies with the requirements of ASC 340-10-S99-1 and SEC SAB Topic 5A.

Offering costs consist principally

of professional and registration fees incurred through the date of the unaudited condensed financial statements that are related to the Initial Public Offering.

Offering costs directly

attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs consist

principally of professional and registration fees incurred through the date of the unaudited condensed financial statements that are related to the Initial Public Offering.

Offering costs directly attributable

to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

Except in cases where the Company is not the surviving company in a business combination, each holder

of a right will automatically receive one-tenth (1/10) of a share of common stock upon consummation of its initial business combination, even if the holder of a public right converted all shares of common stock held by him, her or it in connection

with the initial business combination or an amendment to the Company’s Amended and Restated

Certificate of Incorporation with respect to its pre-business combination activities.

In the event the

Company will not be the surviving company upon completion of its initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying

each right upon consummation of the business combination.

No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional shares of common stock upon consummation of an initial business

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will

automatically receive one-tenth (1/10) of a share of common stock upon consummation of its initial business combination, even if the holder of a public right converted all shares of common stock held by him, her or it in connection with the initial

business combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination

In the event the Company will not be the surviving company upon completion of its initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth

(1/10) of a share underlying each right upon consummation of the business combination.

No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional shares of common stock upon

consummation of an initial business combination.

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 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 common stock will receive in the transaction on an as-converted into common stock basis.

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 common stock will receive in the transaction on an

as-converted into common stock basis.

NOTE 8 - FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets that are measured at fair value on June 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value on September 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

Investments held in Trust Account

There were no transfers between Levels 1, 2 and 3 during the six months ended June 30, 2023.

There were no transfers between Levels 1, 2 and 3 during the nine months ended September 30, 2023.

NOTE 9–SUBSEQUENT EVENTS

The Company evaluated subsequent events to determine if events or transactions occurred after the

condensed balance sheet date up to the date the unaudited condensed financial statements were issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial

statements other than the following:

On July 5, 2023, the Company received the full amount of $ 200,000 of the Note signed on June 23, 2023.

On July 11, 2023, the Company and OSR Holdings, Ltd.

(“OSR Holdings”) issued a joint press release announcing that the Company and OSR Holdings have entered into an exclusive, non-binding letter of intent (the “Letter of Intent”) for a business combination.

OSR Holdings is a global healthcare holding company.

Under the terms of the Letter of Intent, the Company and OSR Holdings intend to enter into a definitive agreement pursuant to which the Company and OSR Holdings would combine, with the former equity holders of both entities holding equity in the combined public company listed on Nasdaq.

The Company evaluated subsequent events to determine if events or transactions occurred after the condensed balance sheet

date up to the date the unaudited condensed financial statements were issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements