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Item 1. Financial Statements

2024-05-03 compared with 2023-11-14 · 202 added, 195 removed, 124 unchanged (76% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 31,

Current asset – cash

Deferred offering costs

Liabilities and Stockholders Equity

Current Assets

Prepaid expenses and other assets

Total Current Assets

Investments held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accrued offering costs and expenses

Due to related party

Promissory note – related party

Due to related party - administrative fee

Accounts payable and accrued expenses

Franchise tax payable

Income tax payable

Total Current Liabilities

Commitments and Contingencies – see Note 6

Stockholders’ Equity

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies

Common stock subject to possible redemption, $ 0.0001 par value;

20,000,000 shares authorized;

6,900,000 shares issued and outstanding at redemption value of $ 10.29 and $ 10.19 as of March 31, 2024 and December 31, 2023, respectively

Stockholders’ Deficit

Common stock, $ 0.0001 par value;

20,000,000 shares authorized;

1,725,000 shares issued and outstanding (2)

2,047,045 shares issued and outstanding (excluding 6,900,000 shares subject to possible redemption)

Additional paid-in capital

Retained earnings

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Represents the number of shares to be authorized upon the effectiveness of the initial public offering.

Includes up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture.

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

Accumulated deficit

Total Stockholders’ Deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

QUETTA ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

Three Months ended

September 30,

(inception) to

September 30,

Formation costs

STATEMENT OF OPERATIONS

Three Month Ended March 31,

Formation and operational costs

Related party administrative fees

Franchise tax expense

Loss from operations

Other income:

Interest income

diluted weighted average shares outstanding (1)

Basic and diluted net loss per share

Excludes an aggregate of up to 225,000 shares of common stock subject to forfeiture if the over- allotment option is not exercised in full or in part by the underwriters (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture.

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

Interest earned on marketable securities held in Trust Account

Income (loss) before income taxes

Provision for income taxes

Basic and diluted weighted average shares outstanding, common shares subject to possible redemption

Basic and diluted net income per share, redeemable common stock

Basic and diluted weighted average shares outstanding, non-redeemable common stock

Basic and diluted net income per share, non-redeemable common stock

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

QUETTA ACQUISITION CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDERS’

For The Period From May 1, 2023 (Inception) Through September 30, 2023

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Month Ended March 31, 2024

Stockholders’

Balance–May 1, 2023 (Inception)

Founder shares issued to initial stockholders (1)

Balance–June 30, 2023

Balance–September 30, 2023

Includes up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture.

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

Balance–December 31, 2023

Remeasurement of common stock subject to possible redemption

Balance–March 31, 2024

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

QUETTA ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

(inception) to

September 30,

Three Month End

Cash Flows from Operating Activities:

Net cash provided by operating activities

Cash Flows from Financing Activities:

Proceeds from issuance of promissory note to related party

Proceeds from issuance of founder shares to the initial stockholders

Payment of offering costs

Net cash provided by financing activities

Net change in cash

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued

Income tax payable

Franchise tax payable

Related party payable - administrative fee

Net cash used in operating activities

Net Changes in Cash

Cash - Beginning of period

Cash, End of the period

Cash - End of period

Supplemental Disclosure of Non-cash Financing Activities:

Deferred offering costs paid by a related party

Deferred offering costs in accrued offering costs and expenses

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

Change in value of Class A common stock subject to possible redemption

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

QUETTA ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

2 unchanged sentences

The Company intends to focus on target businesses in Asia (excluding China, Hong Kong, and Macau) that operate in the financial technology sector.

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

All activities through September 30, 2023 are related to the Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which are described below.

As of March 31, 2024, the Company had not commenced any operations.

All activities through March 31, 2024 are related to the Company’s formation and the initial public offering (“IPO” as defined below).

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

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

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

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Yocto Investments LLC (the “Sponsor”), a Delaware limited liability company.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 6,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit (or 6,900,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 235,045 units (or 253,045 units if the underwriters’ over-allotment option is exercised in full) (the “Private Units”) at a price of $ 10.00 per Private Unit in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering (see Note 4).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete a Business Combination having an aggregate fair market value of at least 80 % of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination.

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least $ 10.00 per Unit sold in the Proposed Public Offering, including the proceeds from the sale of the Private Units, net of the underwriters’ fees and expenses described herein and other accountable expenses, will be placed in trust (the “Trust Fund”) and will be invested only in U.S.

government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and which invest solely in U.S.

The Trust Fund will be deposited into a trust account (“Trust Account”) in the U.S.

to be released only in the event of either:

(i) the consummation of a Business Combination or (ii) the Company’s failure to complete a Business Combination within the applicable period of time.

The Company will provide its holders of the outstanding

Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the

completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination

or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Stockholders will be entitled to redeem their

Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus

any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and

income tax obligations).

The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity

upon the completion of the Proposed Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

The registration statement for the Company’s IPO became effective on October 5, 2023.

On October 11, 2023, the Company consummated the IPO of 6,900,000 units (the “Public Units’), including the full exercise of the over-allotment option of 900,000 Units granted to the underwriters.

The Public Units were sold at an offering price of $ 10.00 per unit generating gross proceeds of $ 69,000,000 .

Simultaneously with the IPO, the Company sold to its Sponsor 253,045 units at $ 10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $ 2,530,450 , which is described in Note 4.

Transaction costs amounted to $ 4,202,729 , consisted of $ 690,000 cash underwriting fees (net of $ 690,000 expense reimbursement from the underwriters), $ 2,415,000 deferred underwriting fees (payable only upon completion of a Business Combination) and $ 1,097,729 other offering costs.

Upon the closing of the IPO and the private placement on October 11, 2023, a total of $ 69,690,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S.

government treasury obligations.

These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations.

With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account.

Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80 % of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance.

If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test.

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations).

The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

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

3 unchanged sentences

Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 20% or more of the Public Shares, without the prior consent of the Company.

The Initial Stockholders and underwriters have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have nine months (or 15 months or up to 21 months if it extends such period) from the closing of the Proposed Public Offering to consummate a Business Combination.

In addition, if the Company anticipates that it may not be able to consummate initial business combination within 9 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 21 months to complete a business combination) (the “Combination Period”).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 600,000 , or $ 690,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case) or an aggregate of $ 1,200,000 (or $ 1,380,000 if the over-allotment option is exercised in full), on or prior to the date of the applicable deadline.

The Initial Stockholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have nine months (or 15 months or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination Period”).

If the Company anticipates that it may not be able to consummate its initial Business Combination within nine months, it may extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 months to complete a business combination).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 690,000 ($0.10 per Public Share) for each extension, or an aggregate of $ 1,380,000 , on or prior to the date of the applicable deadline.

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

The Sponsor and the other Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or the other Initial Stockholders acquires Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or the other Initial Stockholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $ 10.10 .

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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

Going Concern Consideration

At September 30, 2023, the Company had $ 262,658 in cash and working capital deficit (current assets less current liabilities, excluding deferred offering costs) of $ 122,602 .

The Company consummated its Initial Public Offering (“IPO”) on October 11, 2023 (see Note 8).

At March 31, 2024, the Company had $ 565,813 in cash and working capital of $ 178,404 .

The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $ 25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $ 300,000 (see Note 5).

1 unchanged sentence

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.

In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern.

As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.

As a result of the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable.

The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable.

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

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The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2023 tax provision.

The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

1 unchanged sentence

Basis of Presentation

The accompanying unaudited interim financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America

(“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board

(“FASB”), and pursuant to the rules and regulations of the SEC.

The unaudited interim financial statements should be

read in conjunction with the audited financial statements and notes thereto for the period from May 1, 2023 (inception) through

May 31, 2023 included in a registration statement on Form S-1, as amended, declared effective by the SEC on October 5,

2023 and the Company’s Current Report on Form 8-K, as filed with the SEC on October 17, 2023.

In the opinion of

management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary

for the fair statement of the balances and results for the periods presented.

The interim results for the three months ended

September 30, 2023 and for the period from May 1, 2023 (inception) through September 30, 2023 are not necessarily indicative of

the results that may be expected through December 31, 2023 or for any future periods.

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2024.

In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or for any future periods.

Emerging Growth Company

5 unchanged sentences

Use of Estimates

In preparing these financial statements in conformity with U.S.

In preparing the financial statement in conformity with U.S.

GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

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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 $ 262,658 in cash and none in cash equivalents as of September 30, 2023.

Deferred Offering Costs

Deferred offering costs consist of legal, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering.

Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

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

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

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

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

The Company had $ 565,813 and $ 610,185 in cash and none in cash equivalents as of March 31, 2024 and December 31, 2023, respectively.

Investment Held in Trust Account

As of March 31, 2024 and December 31, 2023, the Company had $ 71,426,230 and $ 70,506,524 , respectively, in investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations.

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

The Company accounts for income taxes under ASC 740, “Income Taxes (“ASC 740”)”.

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 or December 31, 2023.

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

The Company is subject to income tax examinations by major taxing authorities since inception.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The provision for income taxes was deemed to be immaterial for the period from May 1, 2023 (inception) to September 30, 2023.

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders.

Weighted average shares were reduced for the effect of an aggregate of 225,000 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5).

As of September 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

The provision for income taxes was $ 191,056 for the three months ended March 31, 2024.

Net Income (Loss) Per Common Share

Net income (loss) per common is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders.

At March 31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

The following table reflects the calculation of basic and diluted net income per common share:

Schedule of of basic and diluted net income (loss) per common share

Three Month Ended March 31,

Redeemable common stock subject to possible redemption

Net income attributable to redeemable common stock subject to possible redemption

Weighted average common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income per share, redeemable common stock

Non-redeemable common stock

Net income attributable to common stock subject to possible redemption

Net income attributable to non-redeemable common stock

Weighted average non-redeemable common stock

Basic and diluted weighted average shares outstanding, non-redeemable common stock

Basic and diluted net income per share, non-redeemable common stock

Concentration of Credit Risk

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Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

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

The Company accounts for its common stock

subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from

Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at

Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) is classified as temporary equity.

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

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

If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

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.

If it is probable that the equity instrument will become redeemable, we have the

option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it

becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii)

recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the

redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as

of March 31, 2024, 6,900,000 shares of common stock were presented at redemption value as temporary equity, outside of the

stockholder’s equity section of the Company’s balance sheet.

The accretion or remeasurement will be treated as a deemed

dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company adopted ASU 2020-06 from the Company’s inception.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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

Note 3 — Proposed Public Offering

Pursuant to the Proposed Public Offering, the Company intends to offer for sale 6,000,000 Units (or 6,900,000 Units if the over-allotment option is exercised in full) at a price of $ 10.00 per Unit.

In December 2023, the FASB issued Accounting Standards

Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosure” (“ASU 2023-09”).

mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income

taxes paid disaggregated by jurisdiction.

The incremental disclosures may be presented on a prospective or retrospective basis.

is effective for fiscal years beginning after December 15, 2024 with early adoption permitted.

The Company is currently assessing the

impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

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

Note 3 — Initial Public Offering

On October 11, 2023, the Company sold 6,900,000 Units at a price of $ 10.00 per Unit (including the full exercise of the over-allotment option of 900,000 Units granted to the underwriters), generating gross proceeds of $ 69,000,000 .

Each Unit consists of one share of common stock and one-tenth (1/10) of one right (“Public Right”).

Each Public Right will convert into one share of common stock upon the consummation of a Business Combination.

On October 11, 2023, the Company consummated its IPO (see Note 8).

Note 4 — Private Placement

The Sponsor has agreed to purchase an aggregate of 235,045 Private Units (or 253,045 Private Units if the over-allotment option is exercised in full) at a price of $ 10.00 per Private Unit for an aggregate purchase price of $ 2,350,450 , or $ 2,530,450 , if the over-allotment option is exercised in full, in a private placement that will occur simultaneously with the closing of the Proposed Public Offering.

Each Private Unit will consist of one share of common stock (“Private Share”) and one-tenth (1/10) of one right (“Private Right”).

Simultaneously with the closing of the IPO, The Sponsor purchased an aggregate of 253,045 Private Units at a price of $ 10.00 per Private Unit for an aggregate purchase price of $ 2,530,450 in a private placement.

The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions.

Each Private Unit consists of one share of common stock (“Private Share”) and one-tenth (1/10) of one right (“Private Right”).

Each Private Right will convert into one share of common stock upon the consummation of a Business Combination.

The proceeds from the Private Units will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

On October 11, 2023, the Company consummated its IPO (see Note 8).

Note 5 — Related Party Transactions

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On May 17, 2023, the Company issued 1,725,000 shares of common stock to the Initial Stockholders (the “Founder Shares”) for an aggregated consideration of $ 25,000 , or approximately $ 0.0145 per share.

As of September 30, 2023, there were 1,725,000 Founder Shares issued and outstanding, among which, up to 225,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Proposed Public Offering and excluding the Private Units).

On October 11, 2023, the Company consummated its IPO (see Note 8).

As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture.

The Initial Stockholders have agreed to forfeit up to 225,000 Founder Shares to the extent that the over-allotment option is not exercised in full so that the Initial Stockholders collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders do not purchase any Public Shares in the IPO and excluding the Private Units).

As a result of the underwriters’ full exercise of the over-allotment option on October 11, 2023, no Founder Share were forfeited.

As of March 31, 2024 and December 31, 2023, 1,725,000 Founder Shares were issued and outstanding.

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

Due to Related Party

Prior to the inception of the Company, the Sponsor formed a blank check company (which was dissolved in April 2023) and paid professional fees totaling $ 85,000 in 2022 for transaction costs related to its public offering.

The service providers credited a total of $ 85,000 to the transaction costs incurred in connection with the Proposed Public Offering of the Company.

As of September 30, 2023, $ 85,000 was outstanding;

the amount is unsecured, interest-free and due on demand.

The Company repaid the outstanding balance of $ 85,000 to the Sponsor on October 11, 2023.

Promissory Note — Related Party

On May 21, 2023, the Sponsor agreed to loan the Company up to an aggregate amount of $ 300,000 to be used, in part, for transaction costs incurred in connection with the Proposed Public Offering (the “Promissory Note”).

On May 21, 2023, the Sponsor loaned the Company $ 300,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”).

The Promissory Note is unsecured, interest-free and due after the date on which the Company closes the initial Business Combination.

As of September 30, 2023, $ 300,000 was outstanding under the Promissory Note.

The Company repaid the outstanding balance of $ 300,000 to the Sponsor on October 11, 2023.

The Company repaid the outstanding balance of $ 300,000 to the Sponsor on October 11, 2023, as such, there is no balance due as of March 31, 2024 and December 31, 2023.

Related Party Loans

3 unchanged sentences

Certain amount of such loans may be converted into private at $ 10.00 per share at the option of the lender.

As of September 30, 2023, the Company had no borrowings under the working capital loans.

As of March 31, 2024 and December 31, 2023, the Company had no borrowings under the working capital loans.

Administrative Support Agreement

The Company intends to enter into an agreement, commencing on the effective date of the Proposed Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial and administrative support.

The Company entered into an agreement, commencing on the October 5, 2023 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial and administrative support.

However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee.

Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination.

Michael Lazar will serve as an independent director of the board beginning on the date of this prospectus, also is the Chief Executive Officer of Empire Filings, LLC, which is engaged by the Company to provide print and filing services.

The Company paid a total of $ 40,000 for the Proposed Public Offering filings and will pay $ 1,000 per quarter for ongoing compliance filings.

Note 6 — Commitments and Contingency

The Company accrued $ 58,710 and $ 28,710 administrative fees due to the Sponsor in the accompanying balance sheets as of March 31, 2024 and December 31, 2023, respectively.

Michael Lazar, who serves as an independent director of the board beginning October 5, 2023, also is the Chief Executive Officer of Empire Filings, LLC (“Empire”), which is engaged by the Company to provide print and filing services.

The Company paid a total of $ 40,000 for the IPO filings and will pay $ 1,000 per quarter for ongoing compliance filings.

As of March 31, 2024 and December 31, 2023, none and $ 1,350 , respectively, was due to Empire.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of common stock issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering.

The holders of the Founder Shares issued and outstanding on October 5, 2023, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of common stock issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the IPO.

The holders of a majority of these securities are entitled to make up to two demands that we register such securities.

3 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Right of First Refusal

The Company has granted EF Hutton for a period of 24 months after the date of the consummation of the Company’s Business Combination, a right of first refusal to act as sole investment banker, book-running manager, and/or sole placement agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings.

Underwriting Agreement

The Company has granted EF Hutton, the representative of the underwriters, a 45 -day option from the date of this prospectus to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions.

On October 11, 2023, the Company consummated its IPO (see Note 8).

The underwriters will be entitled to a cash underwriting discount of 2.0 % of the gross proceeds of the Proposed Public Offering, or $ 1,200,000 (or $ 1,380,000 if the over-allotment option is exercised in full).

In addition, the underwriters will be entitled to a deferred fee of 3.5 % of the gross proceeds of the Proposed Public Offering, or $ 2,100,000 (or $ 2,415,000 if the over-allotment option is exercised in full), which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

The underwriters have agreed to reimburse certain expenses in connection with this offering, not to exceed $ 600,000 (or $ 690,000 if the underwriters’ over-allotment option is exercised in full).

Note 7 — Stockholders’ Equity

Common Stock — The Company

is authorized to issue 20,000,000

shares of common stock with a par value of $ 0.0001

The Company granted EF Hutton, the representative of the underwriters, a 45 -day option from October 5, 2023 to purchase up to 900,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On October 11, 2023, the underwriters fully exercised the over-allotment option to purchase 900,000 units, generating gross proceeds to the Company of $ 9,000,000 .

The underwriters were paid a cash underwriting discount of 2.0 % of the gross proceeds of the IPO or $ 1,380,000 .

In addition, the underwriters will be entitled to a deferred fee of 3.5 % of the gross proceeds of the IPO or $ 2,415,000 will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

The underwriters reimbursed $ 690,000 to the Company for the IPO related expenses.

Additionally, the Company issued the underwriters 69,000 shares of common stock for the representative shares, at the closing of the IPO as part of representative compensation.

As of March 31, 2024 and December 31, 2023, 69,000 representative shares were issued and outstanding.

Note 7 — Stockholders’ Deficit

Common Stock — The Company is authorized to issue 20,000,000 shares of common stock with a par value of $ 0.0001 per share.

Holders of common stock are entitled to one vote for each share.

At September 30, 2023 and May 31, 2023, there were 1,725,000

shares of common stock issued and outstanding, of which an aggregate of up to 225,000

shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that

the Initial Stockholders will own 20% of the issued and outstanding shares after the Proposed Public Offering (assuming the Initial

Stockholders do not purchase any public units in the Proposed Public Offering and excluding the Private Shares underlying the

Private Units).

On October 11, 2023, the Company consummated its IPO (see Note 8).

As of March 31, 2024 and December 31, 2023, there were 2,047,045 shares of common stock issued and outstanding (excluding 6,900,000 shares subject to possible redemption).

As a result of the underwriters’ full exercise of the over-allotment option on October 11, 2023, there are no Founder Share subject to forfeiture.

Rights — Each holder of a right will receive one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will be issued upon conversion of the rights.

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering.

If the Company 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 and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration).

4 unchanged sentences

Accordingly, holders of the rights might not receive the shares of common stock underlying the rights.

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

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

Observable inputs other than Level 1 inputs.

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

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

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of fair value hierarchy of the valuation inputs

Active Markets

Investments held in Trust Account

Active Markets

Investments held in Trust Account

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, other than as described within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those described below.

The registration statement for the Company’s IPO became effective on October 5, 2023.

The Public Units were sold at an offering price of $ 10.00 per unit generating gross proceeds of $ 69,000,000 .

Simultaneously with the IPO, the Company sold to its Sponsor 253,045 units at $ 10.00 per unit in a private placement generating total gross proceeds of $ 2,530,450 .

On October 11, 2023, the Company issued the underwriters

69,000 shares of common stock for the representative shares, at the closing of the IPO as part of representative compensation.

On October 5, 2023, the Company entered into an agreement,

commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination and its

liquidation, to pay the Sponsor a total of $ 10,000 per month for office space, utilities, secretarial and administrative support.

On October 11, 2023, the Company repaid $ 300,000 and $ 85,000 outstanding balance of Promissory Note and amount due to the Sponsor, respectively.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued.

Based on the review, management did not identify any material subsequent events that require disclosure in the financial statement.

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