10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1)

(Mark One)

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

For the quarterly period ended September 30, 2023

or

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

For the transition period from __________ to ___________

Commission File Number: 001-40905

TRISTAR ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	98-1587643
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2 Burlington Woods Drive, Suite 100

Burlington, MA

(Address of principal executive offices)

01803

(Zip Code)

+1 (781) 640-4446

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant	TRIS.U	The New York Stock Exchange
Class A Ordinary Shares par value $0.0001 per share	TRIS	The New York Stock Exchange
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share	TRIS.WS	The New York Stock Exchange

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

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

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

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

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

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

As of May 1, 2024, there were 10,608,802 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Tristar Acquisition I Corp. (the “Company,” “we,” “us,” or “our”), for the nine months ended September 30, 2023, as filed with the Securities and Exchange Commission (“SEC”) on November 14, 2023 (the “Original Filing”). As discussed in Note 2 of the notes to the financial statements included in this Amendment, the Company has restated the following related to the Company’s financial statements:

1.	Management determined there was an extinguishment of debt with the Company’s prior sponsor, Tristar Holdings I LLC, (the “Prior Sponsor”), which is a related party, and the extinguishment of debt was incorrectly recorded in the condensed statement of operations instead of as a capital contribution as required by ASC 470-50-40-2.
2.	The Company incorrectly recorded a change in fair value of an unsecured convertible promissory note issued to the Prior Sponsor (the “Prior Sponsor Working Capital Loan”) in the condensed statement of operations. The Company’s management determined that, in accordance with ASC 815-15-25 and 470-50-40-2 the Company should have recorded the change in face value vs. fair value for the Prior Sponsor Working Capital Loan, as a capital contribution since it was issued at a discount and the debt was with a related party. Additionally, management of the Company re-evaluated certain assumptions related to the fair value of the Prior Sponsor Working Capital Loan, at the date of forgiveness, September 6, 2023.
3.	The Company’s management did not appropriately record share-based compensation in connection with the Class B ordinary shares of the Company, par value $0.0001 per share, granted to former directors in accordance with ASC 817, “Compensation – Stock Compensation.”

Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s previously issued unaudited condensed financial statements as of September 30, 2023 (the “Original Financial Statements”) should no longer be relied upon and that it is appropriate to restate the Original Financial Statements. As such, the Company will restate its financial statements in this Amendment for the Company’s unaudited condensed financial statements included in the Original Filing.

The restatement is more fully described in Note 2 of the notes to the financial statements included in this Amendment. In addition, Item 2 - Management Discussion & Analysis and Item 4 – Controls and Procedures have been updated to detail further disclosure of the effects and actions taken by the Company’s management and Audit Committee.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officers and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment under Part II – Item 6.

Items Amended In This Amendment

For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as amended to reflect the restatement. No attempt has been made in this Amendment to update other disclosures presented in the Original Filing, except as required to reflect the effects of the restatement. The following items have been amended as a result of the above-mentioned revisions:

· Part I – Item 1. Financial Statements

· Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

· Part I – Item 4. Controls and Procedures.

· Part II – Item 6 – Exhibits. The Company’s Chief Executive Officer and Chief Financial Officer provided new certifications dated as of the date of the filing of this Form 10-Q/A Amendment No. 1.

Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and, accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Original Filing.

2

TRISTAR ACQUISITION I CORP.

FORM 10-Q/A FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		4
Item 1.	Financial Statements.	4
	Condensed Balance Sheets as of September 30, 2023 (Unaudited) (Restated) and December 31, 2022	4
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 (Restated) and 2022 (Unaudited)	5
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2023 (Restated) and 2022 (Unaudited)	6
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 (Restated) and 2022 (Unaudited)	7
	Notes to Condensed Financial Statements (Restated)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations. (Restated)	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	32
Item 4.	Controls and Procedures. (Restated)	32
PART II – OTHER INFORMATION		34
Item 1.	Legal Proceedings.	34
Item 1A.	Risk Factors.	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	34
Item 3.	Defaults Upon Senior Securities.	35
Item 4.	Mine Safety Disclosures.	35
Item 5.	Other Information.	35
Item 6.	Exhibits.	36
SIGNATURES		37

3

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

TRISTAR ACQUISITION I CORP.
CONDENSED BALANCE SHEETS
	September 30,			December 31,
	2023			2022
	(Unaudited)
	(restated)
ASSETS
CURRENT ASSETS:
Cash	$	1,568,107		$	587,546
Prepaid expenses		44,470			258,535
Total current assets		1,612,577			846,081
Investments held in Trust Account		113,450,197			235,933,496
TOTAL ASSETS	$	115,062,774		$	236,779,577
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	223,066		$	99,514
Accrued expenses		280,902			198,580
Total current liabilities		503,968			298,094
LONG TERM LIABILITIES:
Promissory notes - related parties		2,000,000			-
Derivative warrant liabilities		1,319,150			565,350
Deferred underwriting fee payable		-			10,350,000
Total long term liabilities		3,319,150			10,915,350
Total liabilities		3,823,118			11,213,444
Commitments and contingencies
Class A ordinary shares subject to possible redemption, 10,608,802 at $10.69 and 23,000,000 at $10.26 redemption value as of September 30, 2023 and December 31, 2022, respectively		113,447,705			235,931,005
Shareholders' deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value; 90,000,000 shares authorized; no shares issued and outstanding		-			-
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		10,430,650			-
Accumulated deficit		(12,639,274	)		(10,365,447	)
Total shareholders' deficit		(2,208,049	)		(10,364,872	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	115,062,774		$	236,779,577

See accompanying notes to unaudited condensed financial statements.

4

TRISTAR ACQUISITION I CORP.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the three and nine months ended September 30, 2023 and 2022
	Three Months September 30, 2023 (restated)			Three Months September  30, 2022			Nine Months Ended September 30, 2023 (restated)			Nine Months Ended September 30, 2022
General and administrative expenses	$	(815,157	)	$	(214,892	)	$	(1,632,856	)	$	(664,263	)
Loss from operations		(815,157	)		(214,892	)		(1,632,856	)	$	(664,263	)
Other income (loss):
Interest income		4,080			2,002			6,553			2,366
Interest income - investments held in trust		1,932,278			1,368,643			7,462,361			1,527,929
Change in fair value of derivative warrant liabilities		(753,800	)		753,800			(753,800	)		8,176,800
Forgiveness of deferred underwriting fee payable		-			-			481,275			-
Total other income		1,182,558			2,124,445			7,196,389			9,707,095
Net income	$	367,401		$	1,909,553		$	5,563,533		$	9,042,832
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		12,811,682			23,000,000			19,603,894			23,000,000
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.02		$	0.07		$	0.22		$	0.31
Basic and diluted weighted average shares outstanding, Class B ordinary shares		5,750,000			5,750,000			5,750,000			5,750,000
Basic and diluted net income per share, Class B ordinary shares	$	0.02		$	0.07		$	0.22		$	0.31

See accompanying notes to unaudited condensed financial statements.

5

TRISTAR ACQUISITION I CORP.
CONDENSED STATEMENTS OF CHANGES SHAREHOLDERS' DEFICIT (UNAUDITED)
For the three and nine months ended September 30, 2023 (restated) and 2022
	FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - January 1, 2023		-	$	-		5,750,000	$	575	$	-	$	(10,365,447	)	$	(10,364,872	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(2,590,329	)		(2,590,329	)
Net income		-		-		-		-		-		785,121			785,121
Balance - March 31, 2023		-		-		5,750,000		575		-		(12,170,655	)		(12,170,080	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(2,939,754	)		(2,939,754	)
Forgiveness of deferred underwriting fee payable		-		-		-		-		9,868,725		-			9,868,725
Net income		-		-		-		-		-		4,615,527			4,615,527
Balance - June 30, 2023		-		-		5,750,000		575		9,868,725		(10,494,882	)		(625,582	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-				(2,307,277	)		(2,307,277	)
Prior Sponsor capital contribution		-		-		-		-		162,906		-			162,906
Share based compensation		-		-		-		-		35,535		-			35,535
Forgiveness of service administrative fee Prior Sponsor		-		-		-		-		204,516		(204,516	)		-
Change in fair value of Prior Sponsor Working Capital Loan		-		-		-		-		99,976		-			99,976
Forgiveness of Prior Sponsor Working Capital Loan at fair value		-		-		-		-		58,992		-			58,992
Net income		-		-		-		-		-		367,401			367,401
Balance  September 30, 2023 (restated)		-	$	-		5,750,000	$	575	$	10,430,650	$	(12,639,274	)	$	(2,208,049	)

	FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - January 1, 2022		-	$	-		5,750,000	$	575	$	-	$	(18,492,975	)	$	(18,492,400	)
Net income		-		-		-		-		-		1,894,517			1,894,517
Balance - March 31, 2022		-		-		5,750,000		575		-		(16,598,458	)		(16,597,883	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(159,286	)		(159,286	)
Net income		-		-		-		-		-		5,238,762			5,238,762
Balance - June 30, 2022		-		-		5,750,000		575		-		(11,518,982	)		(11,518,407	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(1,368,643	)		(1,368,643	)
Net income		-		-		-		-		-		1,909,553			1,909,553
Balance September 30, 2022		-	$	-		5,750,000	$	575	$	-	$	(10,978,072	)	$	(10,977,497	)

See accompanying notes to unaudited condensed financial statements.

6

TRISTAR ACQUISITION I CORP.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the nine months ended September 30, 2023 (restated) and 2022
	September 30, 2023			September 30, 2022
	(restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5,563,533		$	9,042,832
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in derivative warrant liabilities		753,800			(8,176,800	)
Interest income earned on investment held in Trust Account		(7,462,361	)		(1,527,929	)
Former Sponsor service administrative fee		60,000			-
Share based compensation		35,535			-
Forgiveness of deferred underwriting fee payable		(481,275	)		-
Changes in operating assets and liabilities:
Prepaid expenses		214,065			222,682
Accounts payable		123,552			(100,764	)
Accrued expenses		226,838			(13,359	)
Net cash used in operating activities		(966,313	)		(553,338	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash withdrawal from Trust Account		130,320,660			-
Cash deposited into Trust Account		(375,000	)		-
Net cash provided by investing activities		129,945,660			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemptions of Class A ordinary shares		(130,320,660	)		-
Proceeds from promissory note - related party		2,000,000			-
Proceeds from Prior Sponsor		321,874			-
Net cash used in financing activities		(127,998,786	)		-
NET INCREASE (DECREASE) IN CASH		980,561			(553,338	)
CASH BEGINNING OF PERIOD		587,546			1,231,992
CASH END OF PERIOD	$	1,568,107		$	678,654
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Forgiveness of Prior Sponsor Working Capital Loan at fair value	$	58,992		$	-
Initial fair value adjustment Prior Sponsor Working Capital Loan	$	99,976		$	-
Forgiveness of administrative support fees	$	204,516		$	-
Forgiveness of deferred underwriting fee payable allocated to additional paid in capital	$	9,868,725		$	-
Remeasurement of Class A ordinary shares to redemption amount	$	7,837,360		$	1,527,929

See accompanying notes to unaudited condensed financial statements.

7

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Note 1—Description of Organization and Business Operations and Liquidity

Tristar Acquisition I Corp.  (the “Company”) is a blank check company incorporated in the Cayman Islands on March 5, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2023 and December 31, 2022, the Company had not yet commenced any operations. All activity through September 30, 2023 relates to the Company’s formation and the initial public offering (“IPO” or “Initial Public Offering”) described below and since completion of the IPO, searching for a target with which to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31^st as its fiscal year end.

The Company’s prior sponsor was Tristar Holdings I LLC, a Delaware limited liability company (the “Prior Sponsor”). On July 18, 2023, upon the consummation of the Sponsor Handover (as defined below), Navy Sail International Limited, a British Virgin Islands company (the “Sponsor”), became the new sponsor of the Company.

Initial Public Offering

The registration statement for the Company’s Initial Public Offering was declared effective on October 13, 2021. On October 18, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 4. On November 3, 2021, the underwriters exercised the over-allotment option (“over-allotment option”) and purchased an additional 3,000,000 Units, generating gross proceeds of $30 million, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering and the over-allotment option, the Company consummated the sale of 7,345,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Prior Sponsor, generating gross proceeds of $7,345,000, which is described in Note 5.

Transaction costs amounted to $25,995,754, consisting of $4,600,000 of underwriting fees, $10,350,000 of deferred underwriting fees, $12,546,764 for the fair value of the Founder Shares (as defined in Note 6) attributable to the anchor investors (see Note 6), and $1,003,989 of offering costs, partially offset by the reimbursement of $2,505,000 of offering expenses by the underwriters. The Company’s remaining cash after payment of the offering costs is held outside of the Company’s trust account (“Trust Account”) for working capital purposes.

Following the closing of the Initial Public Offering and over-allotment option, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and over-allotment option and the sale of the Private Placement Warrants was placed in the Trust Account and is invested only in U.S. government treasury obligations with maturities 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”) which invest only in direct U.S. government treasury obligations. On November 9, 2023, the Company instructed Continental Stock Transfer & Trust Company (“Continental”), the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Trust Account and the sale of the Private Placement Warrants will not be released from the Trust Account until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended, the “Amended and Restated Memorandum and Articles of Association”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by October 18, 2024 or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) failure by the Company to complete an initial Business Combination by October 18, 2024 and the return of the funds held in the Trust Account to the public shareholders as part of the redemption of the Public Shares. If the Company is unable to complete the initial Business Combination, the Company’s public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and the warrants will expire worthless.

8

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account ($10.69 per share as of September 30, 2023), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association as then in effect, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders, Sponsor, anchor investors, and management team have agreed to vote any Founder Shares held by them, and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The initial shareholders, the Prior Sponsor, the Sponsor, our management team and their respective designees and affiliates (as described in Note 6) have agreed to (i) waive their redemption rights with respect to any Founder Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by October 18, 2024 or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination by October 18, 2024. However, if such persons acquire Public Shares in or after the Initial 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 (as defined below).

9

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

The Company will have up until October 18, 2024 if it utilizes the full Extension (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and board of directors (the “Board”), liquidate and dissolve, subject, in each case, to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. Notwithstanding such waiver, in the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Prior Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to 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 (other than the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On March 1, 2023, the Company entered into a non-binding letter of intent that sets forth preliminary terms and conditions of a potential Business Combination with a privately held company that the Company believed substantially met its criteria and guidelines with which it had discussions over an extended period of time. On June 12, 2023, the Company sent a written notice to the potential target company terminating the letter of intent.

Extension

On July 18, 2023, the Company held an extraordinary general meeting of shareholders (the “EGM”). At the EGM, the Company’s shareholders approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”) to (i) extend the date by which it has to complete a Business Combination  (the “Termination Date”) from July 18, 2023 to October 18, 2023, and without another shareholder vote, to further extend the Termination Date for an additional one (1) month as needed, on a month-to-month basis, up to twelve (12) times, until October 18, 2024 (the “Extension”), and (ii) remove the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.

In connection with the Charter Amendment, shareholders holding 12,391,198 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $130,320,660 (approximately $10.52 per share) was removed from the Trust Account to pay such holders. Following redemptions, the Company had 10,608,802 Public Shares outstanding.

10

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Sponsor Handover

On July 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company’s Prior Sponsor and the Sponsor and its designees (the “Purchaser”), whereby the Prior Sponsor agreed to transfer to the Purchaser 3,046,634 of the Company’s Class B ordinary shares and 4,961,250 Private Placement Warrants purchased at the time of the Company’s IPO. In addition, all other holders of Class B ordinary shares (together with the Prior Sponsor, the “Sellers”) transferred an aggregate of 1,380,866 of their Class B ordinary shares to Chunyi (Charlie) Hao pursuant to share transfer agreements executed by each respective holder on July 18, 2023 (the “Share Transfer Agreements”). The transfer of all Class B ordinary shares is referred to as the “Transfer.” The Transfer, all agreements executed in connection with the Transfer (including the transactions contemplated therein) and the Management Change (as defined below) are referred to as the “Sponsor Handover.” The Sponsor Handover closed on July 18, 2023 (the “Closing”). After the Sponsor Handover, the Sellers held an aggregate of 1,322,500 Class B ordinary shares, and the Prior Sponsor held 2,383,750 Private Placement Warrants.

In connection with the Sponsor Handover, the Company, its officers and directors, the Sponsor and the Purchaser entered into additional agreements whereby: (a) the Purchaser and its designees signed a joinder agreement (the “Joinder Agreement”) to become a party to the Letter Agreement (the “Letter Agreement”) and the Registration Rights Agreement (“Registration Rights Agreement”), both dated October 13, 2021 and entered into in connection with the IPO, among the Company, the Sponsor and certain equityholders of the Company; and (b) the Letter Agreement was amended by the parties thereto to allow for the Transfer (the “Letter Agreement Amendment”). In addition, at the Closing, the Company’s IPO underwriters waived their respective entitlement to the payment of any deferred underwriting fees to be paid under the terms of Section 2(c) and Section 5(bb) of the Underwriting Agreement dated October 13, 2021 (the “Underwriting Agreement”).

As part of the Sponsor Handover, the Company introduced a change in management (the “Management Change”) and the Board as follows:  (i) effective as of July 18, 2023,  Chunyi (Charlie) Hao replaced William M. Mounger as Chief Executive Officer and director, and Michael H. Liu replaced Timothy Allen Dawson as Chief Financial Officer, and Mr. Liu was also appointed as a director of the Board; (ii) effective as of July 18, 2023, Cathy Martine-Dolecki tendered her resignation as Chief Operating Officer and director and Robert Willis tendered his resignation as director; and (iii) effective August 14, 2023, Greg Boyd, David Jones, David Barksdale, Alex Parker and Steven Rogers tendered their resignations as directors. The Company has appointed each of Xinyue (Jasmine) Geffner, Stephen Markscheid and Wang Chiu (Tommy) Wong to fill the vacancies left by departing Messrs. Boyd, Jones, Barksdale, Parker and Rogers.

In connection with the Closing, on July 18, 2023, the Purchaser caused $375,000 to be deposited into the Trust Account to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The Purchaser has agreed to deposit into the Trust Account an additional $125,000 for each successive month, or portion thereof, that is needed by the Company to complete an initial Business Combination until the end of the Combination Period. On October 17, 2023, the Company made the monthly deposit totaling $125,000 to extend the date the Company has to complete a Business Combination until November 18, 2023.

On July 18, 2023, the Company issued an unsecured promissory note (the “July 2023 Extension Note”) in an amount of $375,000, to Chunyi (Charlie) Hao, President and Chairman of the board of directors of the Company, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The July 2023 Extension Note does not bear interest and will be due and payable by the Maker on the earlier (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company.

On September 13, 2023, the Company issued unsecured promissory notes (the “September 2023 Notes”) in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an Business Combination by the Company and (a) the date of the liquidation of the Company.

Change in Officers

Effective September 13, 2023, Chunyi (Charlie) Hao submitted his resignation as Chief Executive Officer. Also effective on September 13, 2023 the board of directors of the Company appointed (a) Chunyi (Charlie) Hao as the President of the Company and as Chairman of the board of directors of the Company, (b) Xiaoma (Sherman) Lu as Chief Executive Officer of the Company and (c) Ri (Richard) Yuan as Chief Investment Officer of the Company.

11

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Liquidity, Capital Resources and Going Concern

As of September 30, 2023 and December 31, 2022, the Company had cash outside the Trust Account of $1,568,107 and $587,546 available for working capital needs respectively. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of September 30, 2023 and December 31, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 18, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and a further extension is not approved by the Company’s shareholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur within the Combination Period and a further extension is not approved by the Company’s shareholders, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 18, 2024.

Additionally, the Company may need to raise additional capital in order to operate our business prior to our initial Business Combination through loans or additional investments. The Company’s officers, directors, Sponsor or affiliate of our Sponsor may, but are not obligated to loan the Company funds to meet working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic 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 search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions, on the world economy is not determinable as of the date of these financial statements. 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 financial statements.

12

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Note 2—Restatement of Previously Issued Financial Statements

In connection with the preparation of the financial statements of the Company as of and for the year ended 

December 31, 2023, the Company determined that there were errors related to the following as of and for the three and nine month periods ended September 30, 2023:

1.	There was an extinguishment of debt with the Prior Sponsor which occurred on June 30, 2023, who is a related party, and the Company incorrectly recorded the extinguishment of debt in the condensed statement of operations instead of as a capital contribution as required by ASC 470-50-40-2. The Company has adjusted the Prior Sponsor’s forgiveness of the service administrative fee (see Note 6) totaling $204,516, from other income in the condensed statement of operations to additional paid in capital in the condensed statement of shareholders’ deficit as of September 30, 2023. The Company has also restated Note 6 in the amended and restated financial statements.
2.	The Company incorrectly recorded a change in fair value of the Prior Sponsor Working Capital Loan in the condensed statement of operations as previously reported for the period ended September 30, 2023. The Company in accordance with ASC 815-15-25 and 470-50-40-2 should have recorded the change in face value vs. fair value for the Prior Sponsor Working Capital Loan (see Note 6), as a capital contribution since it was issued at a discount and the debt was with a related party. Additionally, management of the Company re-evaluated certain assumptions related to the fair value of the Prior Sponsor Working Capital Loan, at the date of forgiveness, September 6, 2023. The assumptions that changed were related to the probability of a successful Business Combination and the timing of when a successful Business Combination would be complete. The assumption that was changed related to the probability of a successful Business Combination at September 6, 2023 was because management of the Company was only in preliminary discussions with potential target companies to consummate a Business Combination, therefore the probability of the consummation of a Business Combination was less than probable and the probability was lowered from the initial assumption. Additionally, because of the preliminary stages the Company was in regarding a potential Business Combination at September 6, 2023, management of the Company changed the assumption of when the consummation of a Business Combination would be complete to the third quarter of 2024 instead of the original assumption of the second quarter of 2024. The adjustments resulted in a decrease in net income in the condensed statement operations for the three and nine month periods ended September 30, 2023 and increase in additional paid-in capital totaling $68,214 as of September 30, 2023. The Company has also restated the disclosures in Notes 3, 6 and 10 in the amended and restated financial statements.
3.	The Company did not assess the Founder Shares granted to former directors correctly in accordance with ASC 817, “Compensation – Stock Compensation” as of July 18, 2023. The error resulted in the Company failing to record a shared based compensation expense totaling $35,535. The adjustment to correct the error resulted in a decrease in net income for the three and nine month periods ended September 30, 2023 and increase in additional paid-in capital as of September 30, 2023 compared to the Original Filing of the 10-Q. Notes 6 and 11 of the condensed financial statements were also restated in these financial statements.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated.

The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:

Balance sheet as of September 30, 2023
	As previously reported			Adjustments			As restated
Additional paid-in capital	$	10,122,385		$	308,265		$	10,430,650
Accumulated deficit	$	(12,331,009	)	$	(308,265	)		(12,639,274	)

Statement of Operations for the three months ended  September 30, 2023
	As previously reported			Adjustments			As restated
General and administrative expenses and loss from operations	$	(779,622	)	$	(35,535	)	$	(815,157	)
Total other income	$	1,250,772		$	(68,214	)	$	1,182,558
Total net income	$	471,150		$	(103,749	)	$	367,401
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.03		$	(0.01	)	$	0.02
Basic and diluted net income per share, Class B ordinary shares	$	0.03		$	(0.01	)	$	0.02

Statement of Operations for the nine months ended  September 30, 2023
	As previously reported			Adjustments			As restated
General and administrative expenses and loss from operations	$	(1,597,321	)	$	(35,535	)	$	(1,632,856	)
Total other income	$	7,469,119		$	(272,730	)	$	7,196,389
Total net income	$	5,871,798		$	(308,265	)	$	5,563,533
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.23		$	(0.01	)	$	0.22
Basic and diluted net income per share, Class B ordinary shares	$	0.23		$	(0.01	)	$	0.22

Note 3—Significant Accounting Policies

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of September 30, 2023 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s Annual Report on  Form 10-K for the year ended December 31, 2022. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and 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.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

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

13

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.

Investments Held in Trust Account

As of September 30, 2023 and December 31, 2022, the assets held in Trust Account were held in money market funds, which invest in U.S. Treasury securities.

Until November 9, 2023, the Company’s portfolio of investments held in the Trust Account was 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, or a combination thereof. The Company classifies its U.S. Treasury securities as trading securities in accordance with FASB ASC 320 “Investments—Debt and Equity Securities.”

On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets as of September 30, 2023 and December 31, 2022 is reconciled on the following table:

Gross proceeds from Initial Public Offering, including sale of the over-allotment option	$	230,000,000
Less:
Fair value of Public Warrants at issuance		(10,695,000	)
Offering costs allocated to Class A ordinary shares subject to possible redemption, net of reimbursement from underwriters		(24,329,399	)
Plus:
Initial accretion on Class A ordinary shares subject to possible redemption amount		37,324,399
Remeasurement on Class A ordinary shares subject to possible redemption amount		3,631,005
Class A ordinary shares subject to possible redemption, December 31, 2022		235,931,005
Less:
Redemption of Class A ordinary shares		(130,320,660	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		7,837,360
Class A ordinary shares subject to possible redemption, September 30, 2023	$	113,447,705

As of September 30, 2023 and December 31, 2022, 10,608,802 and 23,000,000, respectively, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

Income Taxes

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

14

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on March 5, 2021, the evaluation was performed for the 2022 and 2021 tax years which will be the only periods subject to examination.

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 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.

Share-based Compensation

The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.

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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”), in accordance with ASC 815-40, “Derivatives and Hedging -- Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change.

15

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Fair Value of Financial Instruments

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses, investments held in Trust Account, accounts payable, and accrued expenses approximate fair value due to their short-term nature.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.

Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.

See Note 10 for additional information on assets and liabilities measured at fair value.

Convertible Promissory Note – Prior Sponsor Working Capital Loan

The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under ASC 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statements of operations.

The Company accounts for any extinguishment of the fair value of convertible notes in accordance with ASC 470-50-40-2. Under ASC 470-50-40-2 the fair value extinguishment of convertible notes from related parties are recognized as additional paid in capital.

Net Income Per Ordinary Share

The Company applies the two-class method in calculating net income per ordinary share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of ordinary share. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per ordinary share is computed by dividing the pro rata net income between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding. The calculation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 18,845,000 shares of Class A ordinary share in the aggregate.

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TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Note 3—Significant Accounting Policies – Continued

	For the three months ended September 30, 2023		For the three months ended September 30, 2022
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net income allocable to Class A ordinary shares subject to possible redemption	$	253,588	$	1,527,642
Denominator: Redeemable Class A ordinary shares,
Basic and diluted weighted average shares outstanding		12,811,682		23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$	0.02	$	0.07
Non-redeemable ordinary shares
Numerator: Net income allocable to Class B ordinary shares not subject to redemption
Net income allocable to Class B ordinary shares not subject to redemption	$	113,813	$	381,911
Denominator: Weighted Average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income per share	$	0.02	$	0.07

	For the nine months ended September 30, 2023		For the nine months ended September 30, 2022
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net income allocable to Class A ordinary shares subject to possible redemption	$	4,301,781	$	7,234,266
Denominator: Redeemable Class A ordinary shares,
Basic and diluted weighted average shares outstanding		19,603,894		23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$	0.22	$	0.31
Non-redeemable ordinary shares
Numerator: Net income allocable to Class B ordinary shares not subject to redemption
Net income allocable to Class B ordinary shares not subject to redemption	$	1,261,752	$	1,808,566
Denominator: Weighted Average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income per share	$	0.22	$	0.31

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

17

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Note 4—Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). The Company granted the underwriters an option, exercisable for 45 days from the date of the prospectus, October 13, 2021, to purchase up to 3,000,000 additional Units. The underwriters exercised the over-allotment option on November 3, 2021 by purchasing 3,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).

Note 5—Private Placement

Simultaneously with the closing of the Initial Public Offering, the Prior Sponsor purchased an aggregate of 6,775,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,775,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On November 3, 2021, pursuant to the underwriters exercising the additional Units (see Note 4), the Prior Sponsor purchased an additional 570,000 Private Placement Warrants at a price of $1.00.

On July 18, 2023, in connection with the Sponsor Handover, the Prior Sponsor transferred 4,961,250 Private Placement Warrants to a designee of the New Sponsor, pursuant to the Share Purchase Agreement. After the Sponsor Handover, the Sellers held an aggregate of 1,322,500 Class B ordinary shares, and the Prior Sponsor held 2,383,750 Private Placement Warrants.

Note 6—Related Party Transactions

Founder Shares

On March 15, 2021, the Prior Sponsor subscribed to purchase 7,187,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on March 19, 2021. In August 2021, the Prior Sponsor forfeited 1,437,500 Founder Shares, resulting in a decrease in the total number of Founder Shares from 7,187,500 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the share forfeiture.

In March 2021, the Prior Sponsor transferred 50,000 Founder Shares (25,000 shares each) to the former Chief Financial Officer and former Chief Operating Officer at their original purchase price. On July 18, 2023, as part of the Sponsor Handover, the former Chief Financial Officer and former Chief Operating Officer transferred 38,500 Founder Shares (19,250 each) to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors and retained 11,500 Founder Shares (5,750 each).

In November 2021, the Prior Sponsor transferred a total of 150,000 Founder Shares or 25,000 shares to each of David Barksdale, Greg Boyd, David Jones, Alex Parker, Steven Rogers, and Robert Willis, each a former director of the Company (“former directors”), in each case for their par value. The Company estimated the fair value of the Founder Shares attributable to the such individuals to be $1,116,000 or $7.44 per share.

On July 18, 2023, as part of the Sponsor Handover each of the former directors transferred 19,250 of Founder Shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, for a total of 115,500 Founder Shares and the former directors retained 5,750 Founder Shares each for a total of 34,500 Founder Shares. The 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, requires him to be a director at the time of the consummation of a Business Combination or the 115,500 Founder Shares will be transferred back to the former directors. Under ASC 718, the 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, has a performance condition that is not probable of occurring at the date he received the 115,500 Founder Shares, therefore no share based compensation has been recorded for the 115,500 Founder Shares as of September 30, 2023.

Effective July 18, 2023, the Prior Sponsor amended the Founder Share Purchase Agreement with the former directors to remove the performance condition clause which required the former directors to be a director of the Company until the consummation of a Business Combination or would forfeit their Founder Shares back to the Prior Sponsor.

The Founder Shares transferred to the former Chief Financial Officer, former Chief Operating Officer, and former directors is in the scope of ASC 718 (see Note 11).

On July 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company’s Prior Sponsor and the Sponsor and its designees (the “Purchaser”), whereby the Prior Sponsor agreed to transfer to the Purchaser 3,046,634 of the Company’s Founder Shares. In addition, all other holders, excluding the transferred shares noted above by the former directors (115,500 transferred Founder Shares), former chief financial officer (19,250 transferred Founder Shares)  and former chief operating officer (19,250 transferred Founder Shares), of Class B ordinary shares transferred an aggregate of 1,226,866 of their Class B ordinary shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, pursuant to share transfer agreements executed by each respective holder on July 18, 2023 (the “Share Transfer Agreements”).

18

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

The Prior Sponsor, the Company Sponsor, Prior Officers, Prior Directors, Anchor Investors (as defined below), the Management, and their respective designees and affiliates, have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.

A total of eleven anchor investors (the “Anchor Investors”) each purchased an allocation of Units as determined by the underwriters, in the Initial Public Offering at the offering price of $10.00 per unit. Pursuant to such Units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other Public Shareholders. Further, the Anchor Investors are not required to (i) hold any Units, Class A Ordinary Shares or Warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A Ordinary Shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Public Shares underlying the Units purchased in the Initial Public Offering as the rights afforded to the Company’s other Public Shareholders.

Each Anchor Investor has entered into separate investment agreements with the Company and the Prior Sponsor pursuant to which each Anchor Investor agreed to purchase a specified number of Founder Shares. One Anchor Investor purchased 333,333 Founder Shares at a purchase price of $3 per share. In addition, the Prior Sponsor sold to the other ten Anchor Investors an aggregate of 1,585,000 Founder Shares at a purchase price of $0.01 per share. Pursuant to the investment agreements, the Anchor Investors have agreed to (a) vote any Founder Shares held by them in favor of the Business Combination and (b) subject any Founder Shares held by them to the same lock-up restrictions as the Founder Shares held by the Prior Sponsor.

The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,562,614 or $7.07 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $1,015,850 was determined to be an offering cost in accordance with SEC SAB 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities are expensed immediately in the Company’s statement of operations. Offering costs allocated to the Public Shares were charged to the shareholders’ deficit upon the completion of the Initial Public Offering.

Administrative Support Agreement

In connection with the IPO, the Company entered into an agreement with the Prior Sponsor, to pay a total of $10,000 per month for office space, secretarial and administrative services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of June 30, 2023 and December 31, 2022 the Company owed the Prior Sponsor $204,516 and $144,516 respectively, and is included in accrued expenses on the balance sheets; However, on June 30, 2023, in connection with the Sponsor Handover, the agreement with the Prior Sponsor was terminated and the outstanding amount was cancelled. The Company classified the forgiveness of service administrative fee as additional paid in capital in the accompanying statements of shareholders’ deficit.

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TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Related Party Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

On June 12, 2023, we issued an unsecured promissory note to the Prior Sponsor, whereby the Prior Sponsor agreed to loan up to $250,000 to us for working capital needs (the “Prior Sponsor Working Capital Loan”).

The Prior Sponsor has the option to convert all or any portion of the Prior Sponsor Working Capital Loan into Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Prior Sponsor Working Capital Loan accrues no interest on the unpaid principal balance. The Prior Sponsor Working Capital Loan is due on demand by the Prior Sponsor. Drawdowns may be requested until December 31, 2023. During July, 2023 the Company had drawdowns totaling $158,968 under the Prior Sponsor Working Capital Loan. This Prior Sponsor Working Capital Loan was valued using the fair value method as discussed in Note 3. On September 6, 2023, the Prior Sponsor agreed to forgive the Prior Sponsor Working Capital Loan balance due of $158,968. The fair value of the Prior Sponsor Working Capital Loan as of September 6, 2023 was $58,992. The change in fair value of the Prior Sponsor Working Capital Loan totaled $99,976. As described in Note 2, since the Prior Sponsor Working Capital Loan was issued at a discount, the Company has accounted for the change in fair value of the Prior Sponsor Working Capital Loan in the amount of $99,976 as additional paid in capital. The Company has accounted for the extinguishment of the fair value of Prior Sponsor Working Capital Loan as additional paid in capital due to the related party relationship in accordance with ASC 470-50-40-2, “Debt”.

On July 18, 2023, the Company issued the unsecured July 2023 Extension Note in an amount of $375,000, to Chunyi (Charlie) Hao, President and Chairman of the board of directors of the Company, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The July 2023 Extension Note does not bear interest and will be due and payable by the Maker on the earlier (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company.

On September 13, 2023, the Company issued the unsecured September 2023 Notes in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an initial Business Combination by the Company and (a) the date of the liquidation of the Company. As of September 30, 2023, the Company has received $1,625,000 of the proceeds from the September 2023 Notes.

Note 7—Commitments and Contingencies

Registration and Shareholder Rights Agreement

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements.

20

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Underwriting Agreement

The Company paid an underwriting discount of $0.20 per Public Unit Offering price to the underwriters at the closing of the IPO and over-allotment option. The underwriting discount was paid in cash. In addition, the Company agreed to pay deferred underwriting commissions of $0.45 per Public Unit, or $10,350,000 in the aggregate. The deferred underwriting commission would become payable to the underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services specified therein. 

On June 23, 2023, the underwriters agreed to waive there entitlement to the deferred underwriting commission of $10,350,000 to which it became entitled upon completion of the Company’s IPO. As a result, the Company derecognized the entire deferred underwriting fee payable of $10,350,000 and recorded $9,868,725 of the forgiveness of the deferred underwriting fee allocated to Public Shares to additional paid-in capital and the remaining balance of $481,275 was a gain from extinguishment of liability allocated to warrant liabilities.

Forward Purchase Agreements

On June 21, 2021 and July 26, 2021, respectively, the Company entered into forward purchase agreements pursuant to which one anchor investor and one institutional accredited investor that are not affiliated with the Prior Sponsor or any member of the Company’s management, have subscribed to purchase from the Company an aggregate of 4,500,000 Class A ordinary shares at a price of $10.00 per share as described in the forward purchase agreements, each in a private placement that will close immediately prior to the closing of our initial Business Combination. The terms of the forward purchase shares will generally be identical to the Class A ordinary shares included in the Units being sold in this offering, except that they will have registration rights and rights of first refusal with respect to any Business Combination financing, as described in the forward purchase agreements. One of the forward purchase investors may elect, in its sole discretion, to purchase convertible debt securities or non-convertible debt instruments in lieu of the forward purchase shares, or a combination thereof, for an aggregate purchase price of up to $25,000,000.

On September 13, 2023 and September 14, 2023, the Company and one anchor investor and one institutional accredited investor mutually terminated and cancelled the forward purchase agreements described above.

Investment Banking Services

In February 2023, the Company entered into an agreement with a third party investment banking company to provide certain investment banking services in connection with a potential Business Combination of a privately held company as described in Note 1 and a possible private placement by the Company to one or more potential investors of securities of the Company in connection with the potential Business Combination. The investment banking company as part of the agreement, may be entitled to success fees in the event that the Company finalizes a Business Combination. If a Business Combination is consummated, the investment banking company would be entitled to the following:

- The Company will pay or cause to be paid to the investment banking company a success fee equal to $10,000,000

- In the event that a possible private placement offering is consummated, the Company will pay or cause to be paid a success fee equal to 3.5% of the total amount of cash and the fair market value of the other property paid to the Company, any of their security holders or any of their directors or executive officers in connection with the private placement offering. A credit of 50% of the fee payable to the third party investment banking company for a private placement offering shall reduce the success fee payable above.

21

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

The investment banking company shall be entitled to a portion of such success fees as noted above, as determined by the Company, provided, however that in no event shall the investment banking company’s portion of such success fees be less than 50% of the total success fees.

The Company also agrees to reimburse the investment banking company for all reasonable out-of-pocket expenses, not to exceed $525,000, regardless of the consummation of a Business Combination. As of September 30, 2023 the Company has paid all outstanding reimbursable costs.

In July 2023, the Company terminated the agreement with the third party investment banking company for the provision of certain investment banking services in connection with a potential Business Combination (which included waiver of all potential fees and rights thereunder by the third party investment banking company, excluding the above unbilled reimbursable costs noted above).

Note 8—Warrant Liability

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided, that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Warrants will have an exercise price of $11.50 per share. If (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to  such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price.

22

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

The Private Placement Warrants will be identical to the Public Warrants, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable (except as described below) so long as they are held by the Sponsor or its permitted transferees, (3) the Private Placement Warrants may be exercised by the holders on a cashless basis and (4) the holders of the Private Placement Warrants (including with respect to the ordinary shares issuable upon exercise of the Private Placement Warrants) are entitled to registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

The Company may call the Public Warrants for redemption:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption; and

• if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for split-up of ordinary shares, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Company accounts for the 18,845,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 7,345,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants have been allocated a portion of the proceeds from the issuance of the Units equal to its fair value. These warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Note 9—Shareholders’ Deficit

Class A Ordinary Shares—The Company is authorized to issue 90,000,000 Class A ordinary shares with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 10,608,802 and 23,000,000 Class A ordinary shares subject to possible redemption, respectively.

Class B Ordinary Shares—The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were 5,750,000 Class B ordinary shares issued and outstanding.

23

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

Shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the Board for any reason. Holders of the Public Shares will not be entitled to vote on the Company’s election of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding Class B ordinary shares may remove a member of the Board for any reason. These provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by no less than two-thirds of the Company’s ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote of a simple majority of the Company’s Class B ordinary shares. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial Business Combination, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one basis. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Proposed Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued or issuable to any seller in the initial Business Combination).

Preferred Shares —The Company is authorized to issue 1,000,000 shares of preferred shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At September 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.

Dividends

The Company has not paid any cash dividends on the ordinary shares to date and does not intend to pay cash dividends prior to the completion of the initial Business Combination.

Note 10—Fair Value Measurements

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	113,450,197	$	—	$	—	$	113,450,197
Total	$	113,450,197	$	—	$	—	$	113,450,197
	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	235,933,496	$	—	$	—	$	235,933,496
Total	$	235,933,496	$	—	$	—	$	235,933,496

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TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability – Public Warrants	$	805,000	$	—	$	—	$	805,000
Warrant liability - Private Placement Warrants		—		—		514,150		514,150
Total	$	805,000	$	—	$	514,150	$	1,319,150

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability – Public Warrants	$	345,000	$	—	$	—	$	345,000
Warrant liability - Private Placement Warrants		—		—		220,350		220,350
Total	$	345,000	$	—	$	220,350	$	565,350

As of September 30, 2023 and December 31, 2022, the estimated fair value of the Public Warrants was determined by their public trading price and the estimated fair value of the Private Placement Warrants was determined using a probability-adjusted Black-Scholes method to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrants are determined using Level 3 inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following table provides the significant inputs to the probability-adjusted Black-Scholes method for the fair value of the Private Warrants:

	September 30, 2023			December 31, 2022
Stock price	$	10.69		$	10.11
Exercise price	$	11.50		$	11.50
Dividend yield		-	%		-	%
Expected term (in years)		5			5
Volatility		3.3	%		2.3	%
Risk-free rate		4.60	%		3.99	%
Fair value	$	0.07		$	0.03

As described in Notes 2 and 5, the Company accounted for the Prior Sponsor Working Capital Loan using the fair value option in accordance with ASC 815. The Company utilized a compound option valuation model to estimate the fair value of the Prior Sponsor Working Capital Loan. Significant inputs to the valuation are as follows at each drawdown:

	July 6, 2023			July 7, 2023			July 13, 2023			July 13, 2023
Conversion price	$	1.00		$	1.00		$	1.00		$	1.00
Private warrant price	$	0.03		$	0.03		$	0.03		$	0.03
Volatility		3.20	%		3.20	%		3.20	%		3.20	%
Term		1.29			1.28			1.27			1.27
Risk-free rate		5.31	%		5.28	%		5.09	%		5.43	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Number of steps		50			50			50			50
Drawdown amount – cash value	$	39,585		$	19,602		$	98,089		$	1,692
Fair value	$	1,090		$	540		$	2,717		$	47

25

TRISTAR ACQUISITION I CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Restated)

As noted in Note 6, the Prior Sponsor forgave the Prior Sponsor Working Capital Loan on September 6, 2023. Significant inputs to the valuation are as follows at September 6, 2023:

	September 6, 2023
Conversion price	$	1.00
Private warrant price	$	0.07
Volatility		3.30	%
Term		1.12
Risk-free rate		5.39	%
Dividend yield		0.00	%
Number of steps		50
Total drawdowns date of forgiveness – cash value	$	158,968
Fair value	$	58,992

The following tables provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the nine months ended September 30, 2023 and 2022:

	Convertible promissory note – Prior Sponsor Working Capital Loan			Private Placement Warrants		Total
Fair value at  January 1, 2023	$	-		$	220,350	$	220,350
Change in fair value of Private Warrants		-			293,800		293,800
Proceeds from drawdown – cash value		158,968			-		158,968
Change in fair value of convertible note		(99,976	)		-		(99,976	)
Forgiveness of convertible note moved to additional paid in capital		(58,992	)		-		(58,992	)
Fair value at September 30, 2023	$	-		$	514,150	$	514,150

	Private Placement Warrants
Fair value at  January 1, 2022	$	3,819,400
Change in fair value of Private Warrants		(3,231,800	)
Fair value at September 30, 2022	$	587,600

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

Note 11—Share-Based Compensation

Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned, unless there is a modification in the award.  As described in Note 6, the former Chief Financial Officer and former Chief Operating Officer were transferred 50,000 Founder Shares (25,000 each) from the Prior Sponsor at the original purchase price in March 2021, $0.0035 per share. The Founder shares transferred to the former Chief Financial Officer and former Chief Operating Officer vested on the grant date of the Founder Shares. The Company did not record any share-based compensation related to the 50,000 Founder Shares held by the then-Chief Financial Officer and Chief Operating Officer at the grant date as the amount was deemed de minimis.

The 150,000 Founder Shares transferred from the Prior Sponsor to the former directors had no share-based compensation recorded at the original grant date because the Founder Share Purchase Agreement had a performance condition which required the former directors to continue as directors of the Company through the date a business combination is consummated. The Company determined that the performance condition was not probable of being met in March 2021, when the Founder Shares were granted.

On July 18, 2023, as part of the Sponsor Handover each of the former directors transferred 19,250 of Founder Shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, for a total of 115,500 Founder Shares and the former directors retained 5,750 Founder Shares each for a total of 34,500 Founder Shares. The 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, requires him to be a director at the time of the consummation of a Business Combination or the 115,500 Founder Shares will be transferred back to the former directors. Under ASC 718, the 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, has a performance condition that is not probable of occurring at the date he received the 115,500 Founder Shares, therefore no share based compensation has been recorded for the 115,500 Founder Shares as of September 30, 2023.

The former directors retained 34,500 Founder Shares (5,750 Founder shares each) as part of the Sponsor Handover. Effective July 18, 2023, the Prior Sponsor amended the Founder Share Purchase Agreement with the former directors to eliminate the performance condition. Under ASC 718, the amendment to remove the performance condition is considered a modification of the equity-classified award. In accordance with ASC 718, the modification to change the vesting in an equity-classified award from improbable to probable requires the Company to determine the fair value of the modified equity-classified award at the modification date and recognize share-based compensation over the remaining service period, if any. The 34,500 Founder Shares retained by the former directors, effective July 18, 2023 were considered fully vested and the Company recorded a share-based compensation expense in the amount of $35,535 which is included in general and administrative expenses in the statement of operations for the three and nine month periods ended September 30, 2023.

The Company estimated the Founder Shares fair value on July 18, 2023 by using the Finnerty Model with the following inputs:

	July 18, 2023
Class A Ordinary Share Price	$	10.46
Discount rate using Finnerty Model		1.10	%
Volatility		3.20	%
Term (in years)		2.3
Fair value	$	1.03

The Class A ordinary share price was derived from the public share price of the Class A ordinary share at July 18, 2023. The discount rate was derived using the Finnerty Model. The inputs used for the Finnerty Model included the volatility which was derived from the historical volatility of the Company and the term which was derived from management’s assumption that a business combination would consummate by October 18, 2024 plus one additional year due to the Founder Share Purchase Agreement including a lock-up transfer restriction clause whereby the holders of the Founder Shares cannot transfer any Founder Shares until at least one year after the completion of an initial Business Combination.

Note 12—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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.

On November 13, 2023, the Company and Continental entered into an amendment to the Investment Management Trust Agreement, dated October 13, 2021, by and between the Company and Continental (“Trust Agreement”), enabling Continental to hold the funds in the Trust Account in an interest-bearing demand deposit account.

On November 13, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) providing for the business combination (the “Helport Business Combination”) between the Company and Helport Limited (“Helport”), an AI technology company registered in the British Virgin Islands with operations based in Singapore. Pursuant to the Business Combination Agreement, each of the Company and Helport will merge with and into newly formed merger subsidiaries of Helport AI Limited, a British Virgin Islands company (“Pubco”) and become wholly-owned subsidiaries of Pubco. The outstanding securities of Helport and the Company will be converted into the right to receive securities of Pubco.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (Restated) 

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2023 (“Report”) including, without limitation, statements in this section regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements.”

Restatement

                In connection with the preparation of the financial statements of the Company as of and for the year ended December 31, 2023, the Company determined there were errors related to presentation and accounting for i) extinguishment of related party debt with the Prior Sponsor related to the service administrative fee and Prior Sponsor Working Capital Loan and ii) share-based compensation with former directors of the Company. The errors impacted the previously issued financial statements as of and for the quarterly period ending on September 30, 2023.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,”. the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated.

Overview

We are a blank check company incorporated on March 5, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase or similar business combination with one or more businesses or entities. We have not yet selected any Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of the IPO and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.

As indicated in the accompanying condensed financial statements, as of September 30, 2023, we had $1,568,107 of cash, and no deferred offering costs. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

Recent Developments

On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.

On November 13, 2023, the Company and Continental entered into an amendment to the Trust Agreement, enabling Continental to hold the funds in the Trust Account in an interest-bearing demand deposit account.

On November 13, 2023, the Company entered into a Business Combination Agreement with Helport, in connection with the Helport Business Combination. Pursuant to the Business Combination Agreement, each of the Company and Helport will merge with and into newly formed merger subsidiaries of Pubco and become wholly-owned subsidiaries of Pubco. The outstanding securities of Helport and the Company will be converted into the right to receive securities of Pubco.

Results of Operations and Known Trends or Future Events

Our only activities since inception have been organizational activities, those necessary to prepare for our Initial Public Offering, which was consummated on October 18, 2021, and since the Initial Public Offering, searching for a prospective initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating  income in the form of interest income on cash and cash equivalents.

Results of Operations

For the three months ended September 30, 2023, we had a net income of $367,401, which consisted of operating costs of $815,157, offset by interest income on cash held in the Trust Account and cash held outside of trust of $1,936,358 and change in warrant liability fair value of ($753,800).

For the nine months ended September 30, 2023, we had a net income of $5,563,533, which consisted of operating costs of $1,632,856, offset by interest income on investments held in the Trust Account and cash held outside of trust of $7,468,914, change in fair value of warrant liability of ($753,800) and forgiveness of deferred underwriting fee payable of $481,275.

For the three months ended September 30, 2022, we had a net income of $1,909,553, which consisted of operating costs of $214,892, offset by interest income on investments held in the Trust Account and cash held outside of trust of $1,370,645 and change in warrant liability fair value of $753,800.

For the nine months ended September 30, 2022, we had a net income of $9,042,832, which consisted of operating costs of $664,263 offset by interest income on investments held in the Trust Account and cash held outside of the trust of $1,530,295 and change in warrant liability fair value of $8,176,800.

27

For the nine months ended September 30, 2023, cash used in operating activities was $966,313. Net income of $5,563,533 was affected by change in derivative warrant liabilities of $753,800, interest earned on investment held in the Trust Account of ($7,462,361), forgiveness of deferred underwriting payable totaling ($481,275), service administrative fee $60,000, share-based compensation $35,535, and changes in operating assets and liabilities, which provided $564,455 of cash from operating activities.

For the nine months ended September 30, 2022, cash used in operating activities was $553,338. Net income of $9,042,832 was affected by change in derivative warrant liabilities totaling ($8,176,800), interest earned on investment held in the Trust Account of ($1,527,929), and changes in operating assets and liabilities, which provide $108,559 of cash from operating activities.

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

   Liquidity, Capital Resources and Going Concern

Our liquidity needs have been satisfied through (i) $25,000 paid by the Prior Sponsor to cover certain of our IPO costs in exchange for the issuance of the Founder Shares to the Prior Sponsor, (ii) the receipt of loans to us of $250,000 by our Prior Sponsor under an unsecured promissory note, (iii)  the net proceeds from the consummation of our IPO and the sale of the Private Placement Warrants and (iv) an aggregate of $2,125,000 in loans from our officers and their affiliates. The net proceeds from (i) the sale of the Units in the IPO, after deducting estimated non-reimbursed offering expenses of $1,003,989, underwriting commissions of $4,600,000, and (ii) the sale of the Private Placement Warrants for a purchase price of $7,345,000 was $234,041,011. Following the Extension, $130,320,660 was removed from the Trust Account to pay the shareholders. As of September 30, 2023, $113,450,197 is held in the Trust Account. The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations 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 which invest only in direct U.S. government treasury obligations. As of September 30, 2023, the remaining cash not held in the Trust Account is $1,568,107.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable, if any) to complete our initial Business Combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Prior to the completion of our initial Business Combination, we have available to us the $1,568,107 of proceeds held outside the Trust Account, including certain funds from loans from the Prior Sponsor, our Sponsor, its affiliates or members of our management team. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

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In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

On June 12, 2023, we issued an unsecured promissory note to the Prior Sponsor, whereby the Prior Sponsor agreed to loan up to $250,000 to us for working capital needs. The Prior Sponsor Working Capital Loan accrues no interest on the unpaid principal balance. The Prior Sponsor Working Capital Loan is due demand by the Prior Sponsor . Drawdowns may be requested until December 31, 2023. In July, 2023, the Company had made drawdowns totaling $158,968. On September 6, 2023, the Prior Sponsor agreed to forgive the Prior Sponsor Working Capital Loan balance due of $158,968.

On July 18, 2023, the Company issued the unsecured July 2023 Extension Note in an amount of $375,000, to Chunyi (Charlie) Hao, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The July 2023 Extension Note does not bear interest and will be due and payable by the Maker on the earlier (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company.

On September 13, 2023, the Company issued the unsecured September 2023 Notes in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an initial Business Combination by the Company and (a) the date of the liquidation of the Company. As of September 30, 2023, the Company has received $1,625,000 of the proceeds from the September 2023 Notes.

The Company may need to raise additional capital in order to operate our business prior to our initial Business Combination through loans or additional investments. The Company’s officers, directors, Sponsor or affiliate of our Sponsor may, but are not obligated to loan the Company funds to meet working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

We have until October 18, 2024 to consummate our initial Business Combination. It is uncertain that we will be able to consummate our initial Business Combination by this time. If we do not consummate our initial Business Combination by such date, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about our ability to continue as a going concern through one year from the date of the financial statements if our initial Business Combination is not consummated. The financial statements do not include any adjustments relating to the recovery of the recorded assets or classification of the liabilities that might be necessary should we be unable to continue as a going concern.

Moreover, we may need to obtain additional financing to complete our initial Business Combination because the transaction requires more cash than is available from the proceeds held in the Trust Account, in which case we may issue additional securities or incur debt in connection with such Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2023.

29

Contractual Obligations

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements.

Forward Purchase Agreement

On June 21, 2021 and July 26, 2021, respectively, the Company entered into forward purchase agreements pursuant to which one anchor investor and one institutional accredited investor that are not affiliated with the Prior Sponsor or any member of the Company’s management, have subscribed to purchase from the Company an aggregate of 4,500,000 Class A ordinary shares at a price of $10.00 per share as described in the forward purchase agreements, each in a private placement that will close immediately prior to the closing.

On September 13, 2023 and September 14, 2023, the Company and one anchor investor and one institutional accredited investor mutually terminated and cancelled the forward purchase agreements described above.

Promissory Notes

On July 18, 2023, the Company issued the unsecured July 2023 Extension Note in an amount of $375,000, to Chunyi (Charlie) Hao, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The July 2023 Extension Note does not bear interest and will be due and payable by the Maker on the earlier (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company.

On September 13, 2023, the Company issued the September 2023 Notes in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an initial Business Combination by the Company and (a) the date of the liquidation of the Company. As of September 30, 2023, the Company has received $1,625,000 of the proceeds from the September 2023 Notes.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Derivative 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.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

30

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants, in accordance with ASC 815-40, “Derivatives and Hedging-Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change.

Convertible Promissory Note – Prior Sponsor Working Capital Loan

The Company accounts for the convertible promissory notes under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for the convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash gains or losses in the statements of operations.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A-Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date 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. The Company incurred offering costs amounting to $25,995,754, consisting of $4,600,000 of underwriting fees, $10,350,000 of deferred underwriting fees, $12,546,764 for the fair value of the Founder Shares attributable to the anchor investors (see Note 6), and $1,003,989 of offering costs, partially offset by the reimbursement of $2,505,000 of offering expenses by the underwriters. Of the $25,995,754 in offering costs, $24,414,399 were charged to shareholders’ deficit, and $1,581,355 were expensed immediately.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

Net Income per Ordinary Shares

The Company applies the two-class method in calculating net loss per ordinary share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of ordinary share. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net loss per ordinary share is computed by dividing the pro rata net loss between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding. The calculation of diluted loss per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 18,845,000 Class A ordinary shares in the aggregate.

31

Off-Balance Sheet Arrangements

As of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this Quarterly Report as we have not conducted any operations to date.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have 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, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures. (Restated) 

Evaluation of Disclosure Controls and Procedures

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

32

Under the supervision and with the participation of our management, including our Certifying Officers, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2023, due to the material weaknesses in our internal control over financial reporting related to the accounting and recording of accrued liabilities in 2021, accounting and recording financial instruments related to convertible debt and share based compensation, and extinguishment of related party liabilities as of September 30, 2023. The material weaknesses, related to the financial instruments and extinguishment of related party liabilities, for the period ended September 30, 2023 resulted in the Company restating its Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2023.

Management is in the process of implementing remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting process. Specifically, we plan to expand and improve our review process for complex financial instruments and related accounting standards, cutoff of accrued liabilities and accounts payable, and accounting of related party transactions. We plan to improve the process by potentially adding additional third-party professionals with whom to consult regarding application of accounting standards. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control over Financial Reporting

Except as set forth below, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the third quarter of 2023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

33

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, except as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) the Registration Statement on Form S-1 initially filed with the SEC on April 2, 2021, as amended, and declared effective on October 13, 2021 (File No. 333-255009) (the “IPO Registration Statement”), (ii) Annual Reports on Form 10-K and Form 10-K/A, as applicable, for the years ended December 31, 2021 and 2022, as filed with the SEC on August 19, 2022 and March 9, 2023, respectively, and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, September 30, 2022, June 30, 2022 and June 30, 2023, as filed with the SEC on May 12, 2023, November 14, 2022, August 19, 2022 and August 14, 2023, respectively, and (iv) Proxy Statement on Schedule 14A as filed with the SEC on July 7, 2023, as amended. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.

Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms, or at all.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, on November 9, 2023, we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.

The funds in the Trust Account had, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, on November 9, 2023, we instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account, and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or the liquidation of the Company. Following such liquidation, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments; however, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. Consequently, the anticipated transfer of the funds in the Trust Account to an interest-bearing demand deposit account could reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.

In the event that we are deemed to be an investment company, despite the change in investments in the Trust Account, we may be required to liquidate the Company, and the longer the period before the investment change, the greater the risk of being considered an investment company.

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

Unregistered Sales of Equity Securities

On July 18, 2023, the Company entered into a Securities Purchase Agreement with the Company’s Prior Sponsor and the Purchaser, whereby the Prior Sponsor transferred to the Purchaser 3,046,634 of the Company’s Class B ordinary shares and 4,961,250 Private Placement Warrants purchased at the time of the Company’s IPO. In addition, all other holders of Class B ordinary shares transferred an aggregate of 1,380,866 of their Class B ordinary shares to Chunyi (Charlie) Hao pursuant to Share Transfer Agreements executed by each respective holder on July 18, 2023.

Use of Proceeds

For a description of the use of proceeds generated in our IPO and private placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 29, 2021. There has been no material change in the planned use of proceeds from our IPO and private placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On July 18, 2023, we held the EGM, at which our shareholders approved, among other things, amendments to our Amended and Restated Memorandum and Articles of Association to: (a) give the Company the right to extend the date by which it has to complete a Business Combination from July 18, 2023 to October 18, 2023, and without another shareholder vote, to further extend the Termination Date for an additional one (1) month as needed, on a month-to-month basis, up to twelve (12) times, until October 18, 2024; (b) remove from the Amended and Restated Memorandum and Articles of Association the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. In connection with the Charter Amendment, shareholders holding 12,391,198 Public Shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. We paid cash in the aggregate amount of $130,320,660, or approximately $10.52 per share, to redeeming shareholders.

34

The following table contains monthly information about the repurchases of our equity securities for the three months ended September 30, 2023:

Period	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 1 – July 31, 2023		12,391,198	$	10.52		—		—
August 1 – August 31, 2023		—		—		—		—
September 1 – September 30, 2023		—		—		—		—

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On November 13, 2023, the Company and Continental entered into an amendment to the Trust Agreement, enabling Continental to hold the funds in the Trust Account in an interest-bearing demand deposit account.

35

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.	Description of Exhibit
3.1	Resolutions adopting the Charter Amendment. (1)
10.1	Securities Purchase Agreement, dated July 18, 2023, among the Company, the Prior Sponsor and Purchaser. (1)
10.2	Form of Share Transfer Agreement, dated July 18, 2023, among Class B Holders and Chunyi (Charlie) Hao. (1)
10.3	Form of Joinder Agreement, dated July 18, 2023. (1)
10.4	Letter Agreement Amendment, dated June 12, 2023, between the Company and its resigning officers and directors. (1)
10.5	Promissory Note issued by the Company, dated July 18, 2023. (1)
10.6	Form of Promissory Note Issued by the Company, dated September 13, 2023. (2)
10.7	Amendment to Trust Agreement, dated November 13, 2023.***
31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	Inline XBRL Instance Document.*
101.SCH	Inline XBRL Taxonomy Extension Schema Document.*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104	Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

* Filed herewith.

**	Furnished herewith.
***	Previously filed.

(1)	Incorporated by reference to Exhibits 3.1, 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, of the Company’s Current Report on Form 8-K as filed with the SEC on July 24, 2023.
(2)	Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the SEC on September 14, 2023.

36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 1, 2024	TRISTAR ACQUISITION I CORP.
	By:	/s/ Chunyi (Charlie) Hao
	Name:	Chunyi (Charlie) Hao
	Title:	Chief Financial Officer
		(Principal Financial Officer)

37

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

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

UNDER THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Xiaoma (Sherman) Lu, certify that:

1. I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of Tristar Acquisition I Corp.;

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

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

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

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

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

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

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

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

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

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

Date: May 1, 2024	By:	/s/ Xiaoma (Sherman) Lu
		Xiaoma (Sherman) Lu
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

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

UNDER THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chunyi (Charlie) Hao, certify that:

1. I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of Tristar Acquisition I Corp.;

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

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

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

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

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

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

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

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

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

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

Date: May 1, 2024	By:	/s/ Chunyi (Charlie) Hao
		Chunyi (Charlie) Hao
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to Quarterly Report on Form 10-Q/A of Tristar Acquisition I Corp. (the “Company”) for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaoma (Sherman) Lu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

Date: May 1, 2024	By:	/s/ Xiaoma (Sherman) Lu
		Xiaoma (Sherman) Lu
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to Quarterly Report on Form 10-Q/A of Tristar Acquisition I Corp. (the “Company”) for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chunyi (Charlie) Hao, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

Date: May 1, 2024	By:	/s/ Chunyi (Charlie) Hao
		Chunyi (Charlie) Hao
		Chief Financial Officer
		(Principal Financial Officer)

XML

Cover - shares	9 Months Ended
	Sep. 30, 2023	May 01, 2024
Document Information Line Items
Entity Registrant Name	TRISTAR ACQUISITION I CORP.
Entity Central Index Key	0001852736
Document Type	10-Q/A
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40905
Entity Incorporation State Country Code	E9
Entity Tax Identification Number	98-1587643
Entity Address Address Line 1	2 Burlington Woods Drive
Entity Address Address Line 2	Suite 100
Entity Address City Or Town	Burlington
Entity Address State Or Province	MA
Entity Address Postal Zip Code	01803
City Area Code	781
Local Phone Number	640-4446
Entity Interactive Data Current	Yes
Amendment Description	This Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Tristar Acquisition I Corp. (the “Company,” “we,” “us,” or “our”), for the nine months ended September 30, 2023, as filed with the Securities and Exchange Commission (“SEC”) on November 14, 2023 (the “Original Filing”). As discussed in Note 2 of the notes to the financial statements included in this Amendment, the Company has restated the following related to the Company’s financial statements:
Ordinary Shares And Warrants [Member]
Document Information Line Items
Security 12b Title	Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant
Trading Symbol	TRIS.U
Security Exchange Name	NYSE
Class A Ordinary Shares [Member]
Document Information Line Items
Entity Common Stock Shares Outstanding		10,608,802
Security 12b Title	Class A Ordinary Shares par value $0.0001 per share
Trading Symbol	TRIS
Security Exchange Name	NYSE
Warrants Exercisable And Ordinary Shares [Member]
Document Information Line Items
Security 12b Title	Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share
Trading Symbol	TRIS.WS
Security Exchange Name	NYSE
Class B Ordinary Share [Member]
Document Information Line Items
Entity Common Stock Shares Outstanding		5,750,000

XML

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash	$ 1,568,107	$ 587,546
Prepaid expenses	44,470	258,535
Total current assets	1,612,577	846,081
Investments held in Trust Account	113,450,197	235,933,496
TOTAL ASSETS	115,062,774	236,779,577
CURRENT LIABILITIES:
Accounts payable	223,066	99,514
Accrued expenses	280,902	198,580
Total current liabilities	503,968	298,094
Promissory notes - related parties	2,000,000	0
Derivative warrant liabilities	1,319,150	565,350
Deferred underwriting fee payable	0	10,350,000
Total long term liabilities	3,319,150	10,915,350
Total liabilities	3,823,118	11,213,444
Commitments and contingencies
Class A ordinary shares subject to possible redemption, 10,608,802 at $10.69 and 23,000,000 at $10.26 redemption value as of September 30, 2023 and December 31, 2022, respectively	113,447,705	235,931,005
Shareholders' deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	10,430,650	0
Accumulated deficit	(12,639,274)	(10,365,447)
Total shareholders' deficit	(2,208,049)	(10,364,872)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	115,062,774	236,779,577
Common Class A [Member]
Shareholders' deficit:
Common Stock, Value	0	0
Common Class B [Member]
Shareholders' deficit:
Common Stock, Value	$ 575	$ 575

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Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares, issued	10,608,802	23,000,000
Common stock, shares, outstanding	0	0
Temporary equity shares outstanding	10,608,802	23,000,000
Temporary equity, redemption price per share	$ 10.69	$ 10.26
Common Class B [Member]
Common stock, par or stated value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares, issued	5,750,000	5,750,000
Common stock, shares, outstanding	5,750,000	5,750,000

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Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
General and administrative expenses	$ (815,157)	$ (214,892)	$ (1,632,856)	$ (664,263)
Loss from operations	(815,157)	(214,892)	(1,632,856)	(664,263)
Interest income	4,080	2,002	6,553	2,366
Interest income - investments held in trust	1,932,278	1,368,643	7,462,361	1,527,929
Change in fair value of derivative warrant liabilities	(753,800)	753,800	(753,800)	8,176,800
Forgiveness of deferred underwriting fee payable	0	0	481,275	0
Total other income	1,182,558	2,124,445	7,196,389	9,707,095
Net income	$ 367,401	$ 1,909,553	$ 5,563,533	$ 9,042,832
Class A Ordinary Shares [Member]
Basic and diluted weighted average shares outstanding	12,811,682	23,000,000	19,603,894	23,000,000
Basic and diluted net income per share	$ 0.02	$ 0.07	$ 0.22	$ 0.31
Class B Ordinary Shares [Member]
Basic and diluted weighted average shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Basic and diluted net income per share	$ 0.02	$ 0.07	$ 0.22	$ 0.31

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Condensed Statements of Changes Shareholders' Deficit (Unaudited) - USD ($)	Total	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Retained Earnings
Balance, shares at Dec. 31, 2021			5,750,000
Balance, amount at Dec. 31, 2021	$ (18,492,400)	$ 0	$ 575	$ 0	$ (18,492,975)
Net income	1,894,517	0	0	0	1,894,517
Balance, amount at Mar. 31, 2022	(16,597,883)	0	$ 575	0	(16,598,458)
Balance, shares at Mar. 31, 2022			5,750,000
Balance, shares at Dec. 31, 2021			5,750,000
Balance, amount at Dec. 31, 2021	(18,492,400)	0	$ 575	0	(18,492,975)
Net income	9,042,832
Forgiveness of Prior Sponsor Working Capital Loan at fair value	0
Balance, amount at Sep. 30, 2022	(10,977,497)	0	$ 575	0	(10,978,072)
Balance, shares at Sep. 30, 2022			5,750,000
Balance, shares at Mar. 31, 2022			5,750,000
Balance, amount at Mar. 31, 2022	(16,597,883)	0	$ 575	0	(16,598,458)
Net income	5,238,762	0	0	0	5,238,762
Remeasurement of Class A ordinary shares subject to possible redemption	(159,286)	0	0	0	(159,286)
Balance, amount at Jun. 30, 2022	(11,518,407)	0	$ 575	0	(11,518,982)
Balance, shares at Jun. 30, 2022			5,750,000
Net income	1,909,553	0	$ 0	0	1,909,553
Remeasurement of Class A ordinary shares subject to possible redemption	(1,368,643)	0	0	0	(1,368,643)
Balance, amount at Sep. 30, 2022	(10,977,497)	0	$ 575	0	(10,978,072)
Balance, shares at Sep. 30, 2022			5,750,000
Balance, shares at Dec. 31, 2022			5,750,000
Balance, amount at Dec. 31, 2022	(10,364,872)	0	$ 575	0	(10,365,447)
Net income	785,121	0	0	0	785,121
Remeasurement of Class A ordinary shares subject to possible redemption	(2,590,329)	0	0	0	(2,590,329)
Balance, amount at Mar. 31, 2023	(12,170,080)	0	$ 575	0	(12,170,655)
Balance, shares at Mar. 31, 2023			5,750,000
Balance, shares at Dec. 31, 2022			5,750,000
Balance, amount at Dec. 31, 2022	(10,364,872)	0	$ 575	0	(10,365,447)
Net income	5,563,533
Forgiveness of Prior Sponsor Working Capital Loan at fair value	58,992
Balance, amount at Sep. 30, 2023	(2,208,049)	0	$ 575	10,430,650	(12,639,274)
Balance, shares at Sep. 30, 2023			5,750,000
Balance, shares at Mar. 31, 2023			5,750,000
Balance, amount at Mar. 31, 2023	(12,170,080)	0	$ 575	0	(12,170,655)
Net income	4,615,527	0	0	0	4,615,527
Remeasurement of Class A ordinary shares subject to possible redemption	(2,939,754)	0	0	0	(2,939,754)
Forgiveness of deferred underwriting fee payable	9,868,725	0	0	9,868,725	0
Balance, amount at Jun. 30, 2023	(625,582)	0	$ 575	9,868,725	(10,494,882)
Balance, shares at Jun. 30, 2023			5,750,000
Net income	367,401	0	$ 0	0	367,401
Remeasurement of Class A ordinary shares subject to possible redemption	(2,307,277)	0	0		(2,307,277)
Prior sponsor capital contribution	162,906	0	0	162,906	0
Share based compensation	35,535	0	0	35,535	0
Forgiveness of service administrative fee Prior Sponsor	0	0	0	204,516	(204,516)
Change in fair value of Prior Sponsor Working Capital Loan	99,976	0	0	99,976	0
Forgiveness of Prior Sponsor Working Capital Loan at fair value	58,992	0	0	58,992	0
Balance, amount at Sep. 30, 2023	$ (2,208,049)	$ 0	$ 575	$ 10,430,650	$ (12,639,274)
Balance, shares at Sep. 30, 2023			5,750,000

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Condensed Statements Of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 5,563,533	$ 9,042,832
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in derivative warrant liabilities	753,800	(8,176,800)
Interest income earned on investment held in Trust Account	(7,462,361)	(1,527,929)
Former Sponsor service administrative fee	60,000	0
Share based compensation	35,535	0
Forgiveness of deferred underwriting fee payable	(481,275)	0
Changes in operating assets and liabilities:
Prepaid expenses	214,065	222,682
Accounts payable	123,552	(100,764)
Accrued expenses	226,838	(13,359)
Net cash used in operating activities	(966,313)	(553,338)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash withdrawal from Trust Account	130,320,660	0
Cash deposited into Trust Account	(375,000)	0
Net cash provided by investing activities	129,945,660	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemptions of Class A ordinary shares	(130,320,660)	0
Proceeds from promissory note - related party	2,000,000	0
Proceeds from Prior Sponsor	321,874	0
Net cash used in financing activities	(127,998,786)	0
NET INCREASE (DECREASE) IN CASH	980,561	(553,338)
CASH BEGINNING OF PERIOD	587,546	1,231,992
CASH END OF PERIOD	1,568,107	678,654
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Forgiveness of Prior Sponsor Working Capital Loan at fair value	58,992	0
Initial fair value adjustment Prior Sponsor Working Capital Loan	99,976	0
Forgiveness of administrative support fees	204,516	0
Forgiveness of deferred underwriting fee payable allocated to additional paid in capital	9,868,725	0
Remeasurement of Class A ordinary shares to redemption amount	$ 7,837,360	$ 1,527,929

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Description of Organization and Business Operations and Liquidity

9 Months Ended

Sep. 30, 2023

Description of Organization and Business Operations and Liquidity

Description of Organization and Business Operations and Liquidity

Note 1—Description of Organization and Business Operations and Liquidity

Tristar Acquisition I Corp.  (the “Company”) is a blank check company incorporated in the Cayman Islands on March 5, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2023 and December 31, 2022, the Company had not yet commenced any operations. All activity through September 30, 2023 relates to the Company’s formation and the initial public offering (“IPO” or “Initial Public Offering”) described below and since completion of the IPO, searching for a target with which to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31^st as its fiscal year end.

The Company’s prior sponsor was Tristar Holdings I LLC, a Delaware limited liability company (the “Prior Sponsor”). On July 18, 2023, upon the consummation of the Sponsor Handover (as defined below), Navy Sail International Limited, a British Virgin Islands company (the “Sponsor”), became the new sponsor of the Company.

Initial Public Offering

The registration statement for the Company’s Initial Public Offering was declared effective on October 13, 2021. On October 18, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 4. On November 3, 2021, the underwriters exercised the over-allotment option (“over-allotment option”) and purchased an additional 3,000,000 Units, generating gross proceeds of $30 million, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering and the over-allotment option, the Company consummated the sale of 7,345,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Prior Sponsor, generating gross proceeds of $7,345,000, which is described in Note 5.

Transaction costs amounted to $25,995,754, consisting of $4,600,000 of underwriting fees, $10,350,000 of deferred underwriting fees, $12,546,764 for the fair value of the Founder Shares (as defined in Note 6) attributable to the anchor investors (see Note 6), and $1,003,989 of offering costs, partially offset by the reimbursement of $2,505,000 of offering expenses by the underwriters. The Company’s remaining cash after payment of the offering costs is held outside of the Company’s trust account (“Trust Account”) for working capital purposes.

Following the closing of the Initial Public Offering and over-allotment option, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and over-allotment option and the sale of the Private Placement Warrants was placed in the Trust Account and is invested only in U.S. government treasury obligations with maturities 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”) which invest only in direct U.S. government treasury obligations. On November 9, 2023, the Company instructed Continental Stock Transfer & Trust Company (“Continental”), the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the Trust Account and the sale of the Private Placement Warrants will not be released from the Trust Account until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (as amended, the “Amended and Restated Memorandum and Articles of Association”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by October 18, 2024 or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) failure by the Company to complete an initial Business Combination by October 18, 2024 and the return of the funds held in the Trust Account to the public shareholders as part of the redemption of the Public Shares. If the Company is unable to complete the initial Business Combination, the Company’s public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and the warrants will expire worthless.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account ($10.69 per share as of September 30, 2023), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association as then in effect, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders, Sponsor, anchor investors, and management team have agreed to vote any Founder Shares held by them, and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The initial shareholders, the Prior Sponsor, the Sponsor, our management team and their respective designees and affiliates (as described in Note 6) have agreed to (i) waive their redemption rights with respect to any Founder Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by October 18, 2024 or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination by October 18, 2024. However, if such persons acquire Public Shares in or after the Initial 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 (as defined below).

The Company will have up until October 18, 2024 if it utilizes the full Extension (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and board of directors (the “Board”), liquidate and dissolve, subject, in each case, to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. Notwithstanding such waiver, in the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Prior Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to 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 (other than the Company's independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On March 1, 2023, the Company entered into a non-binding letter of intent that sets forth preliminary terms and conditions of a potential Business Combination with a privately held company that the Company believed substantially met its criteria and guidelines with which it had discussions over an extended period of time. On June 12, 2023, the Company sent a written notice to the potential target company terminating the letter of intent.

Extension

On July 18, 2023, the Company held an extraordinary general meeting of shareholders (the “EGM”). At the EGM, the Company’s shareholders approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”) to (i) extend the date by which it has to complete a Business Combination  (the “Termination Date”) from July 18, 2023 to October 18, 2023, and without another shareholder vote, to further extend the Termination Date for an additional one (1) month as needed, on a month-to-month basis, up to twelve (12) times, until October 18, 2024 (the “Extension”), and (ii) remove the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.

In connection with the Charter Amendment, shareholders holding 12,391,198 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $130,320,660 (approximately $10.52 per share) was removed from the Trust Account to pay such holders. Following redemptions, the Company had 10,608,802 Public Shares outstanding.

Sponsor Handover

On July 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company’s Prior Sponsor and the Sponsor and its designees (the “Purchaser”), whereby the Prior Sponsor agreed to transfer to the Purchaser 3,046,634 of the Company’s Class B ordinary shares and 4,961,250 Private Placement Warrants purchased at the time of the Company’s IPO. In addition, all other holders of Class B ordinary shares (together with the Prior Sponsor, the “Sellers”) transferred an aggregate of 1,380,866 of their Class B ordinary shares to Chunyi (Charlie) Hao pursuant to share transfer agreements executed by each respective holder on July 18, 2023 (the “Share Transfer Agreements”). The transfer of all Class B ordinary shares is referred to as the “Transfer.” The Transfer, all agreements executed in connection with the Transfer (including the transactions contemplated therein) and the Management Change (as defined below) are referred to as the “Sponsor Handover.” The Sponsor Handover closed on July 18, 2023 (the “Closing”). After the Sponsor Handover, the Sellers held an aggregate of 1,322,500 Class B ordinary shares, and the Prior Sponsor held 2,383,750 Private Placement Warrants.

In connection with the Sponsor Handover, the Company, its officers and directors, the Sponsor and the Purchaser entered into additional agreements whereby: (a) the Purchaser and its designees signed a joinder agreement (the “Joinder Agreement”) to become a party to the Letter Agreement (the “Letter Agreement”) and the Registration Rights Agreement (“Registration Rights Agreement”), both dated October 13, 2021 and entered into in connection with the IPO, among the Company, the Sponsor and certain equityholders of the Company; and (b) the Letter Agreement was amended by the parties thereto to allow for the Transfer (the “Letter Agreement Amendment”). In addition, at the Closing, the Company’s IPO underwriters waived their respective entitlement to the payment of any deferred underwriting fees to be paid under the terms of Section 2(c) and Section 5(bb) of the Underwriting Agreement dated October 13, 2021 (the “Underwriting Agreement”).

As part of the Sponsor Handover, the Company introduced a change in management (the “Management Change”) and the Board as follows:  (i) effective as of July 18, 2023,  Chunyi (Charlie) Hao replaced William M. Mounger as Chief Executive Officer and director, and Michael H. Liu replaced Timothy Allen Dawson as Chief Financial Officer, and Mr. Liu was also appointed as a director of the Board; (ii) effective as of July 18, 2023, Cathy Martine-Dolecki tendered her resignation as Chief Operating Officer and director and Robert Willis tendered his resignation as director; and (iii) effective August 14, 2023, Greg Boyd, David Jones, David Barksdale, Alex Parker and Steven Rogers tendered their resignations as directors. The Company has appointed each of Xinyue (Jasmine) Geffner, Stephen Markscheid and Wang Chiu (Tommy) Wong to fill the vacancies left by departing Messrs. Boyd, Jones, Barksdale, Parker and Rogers.

In connection with the Closing, on July 18, 2023, the Purchaser caused $375,000 to be deposited into the Trust Account to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The Purchaser has agreed to deposit into the Trust Account an additional $125,000 for each successive month, or portion thereof, that is needed by the Company to complete an initial Business Combination until the end of the Combination Period. On October 17, 2023, the Company made the monthly deposit totaling $125,000 to extend the date the Company has to complete a Business Combination until November 18, 2023.

On July 18, 2023, the Company issued an unsecured promissory note (the “July 2023 Extension Note”) in an amount of $375,000, to Chunyi (Charlie) Hao, President and Chairman of the board of directors of the Company, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The July 2023 Extension Note does not bear interest and will be due and payable by the Maker on the earlier (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company.

On September 13, 2023, the Company issued unsecured promissory notes (the “September 2023 Notes”) in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an Business Combination by the Company and (a) the date of the liquidation of the Company.

Change in Officers

Effective September 13, 2023, Chunyi (Charlie) Hao submitted his resignation as Chief Executive Officer. Also effective on September 13, 2023 the board of directors of the Company appointed (a) Chunyi (Charlie) Hao as the President of the Company and as Chairman of the board of directors of the Company, (b) Xiaoma (Sherman) Lu as Chief Executive Officer of the Company and (c) Ri (Richard) Yuan as Chief Investment Officer of the Company.

Liquidity, Capital Resources and Going Concern

As of September 30, 2023 and December 31, 2022, the Company had cash outside the Trust Account of $1,568,107 and $587,546 available for working capital needs respectively. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of September 30, 2023 and December 31, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 18, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and a further extension is not approved by the Company’s shareholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur within the Combination Period and a further extension is not approved by the Company’s shareholders, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 18, 2024.

Additionally, the Company may need to raise additional capital in order to operate our business prior to our initial Business Combination through loans or additional investments. The Company’s officers, directors, Sponsor or affiliate of our Sponsor may, but are not obligated to loan the Company funds to meet working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic 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 search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions, on the world economy is not determinable as of the date of these financial statements. 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 financial statements.

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Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2023

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

Note 2—Restatement of Previously Issued Financial Statements

In connection with the preparation of the financial statements of the Company as of and for the year ended 

December 31, 2023, the Company determined that there were errors related to the following as of and for the three and nine month periods ended September 30, 2023:

1.	There was an extinguishment of debt with the Prior Sponsor which occurred on June 30, 2023, who is a related party, and the Company incorrectly recorded the extinguishment of debt in the condensed statement of operations instead of as a capital contribution as required by ASC 470-50-40-2. The Company has adjusted the Prior Sponsor’s forgiveness of the service administrative fee (see Note 6) totaling $204,516, from other income in the condensed statement of operations to additional paid in capital in the condensed statement of shareholders’ deficit as of September 30, 2023. The Company has also restated Note 6 in the amended and restated financial statements.
2.	The Company incorrectly recorded a change in fair value of the Prior Sponsor Working Capital Loan in the condensed statement of operations as previously reported for the period ended September 30, 2023. The Company in accordance with ASC 815-15-25 and 470-50-40-2 should have recorded the change in face value vs. fair value for the Prior Sponsor Working Capital Loan (see Note 6), as a capital contribution since it was issued at a discount and the debt was with a related party. Additionally, management of the Company re-evaluated certain assumptions related to the fair value of the Prior Sponsor Working Capital Loan, at the date of forgiveness, September 6, 2023. The assumptions that changed were related to the probability of a successful Business Combination and the timing of when a successful Business Combination would be complete. The assumption that was changed related to the probability of a successful Business Combination at September 6, 2023 was because management of the Company was only in preliminary discussions with potential target companies to consummate a Business Combination, therefore the probability of the consummation of a Business Combination was less than probable and the probability was lowered from the initial assumption. Additionally, because of the preliminary stages the Company was in regarding a potential Business Combination at September 6, 2023, management of the Company changed the assumption of when the consummation of a Business Combination would be complete to the third quarter of 2024 instead of the original assumption of the second quarter of 2024. The adjustments resulted in a decrease in net income in the condensed statement operations for the three and nine month periods ended September 30, 2023 and increase in additional paid-in capital totaling $68,214 as of September 30, 2023. The Company has also restated the disclosures in Notes 3, 6 and 10 in the amended and restated financial statements.
3.	The Company did not assess the Founder Shares granted to former directors correctly in accordance with ASC 817, “Compensation – Stock Compensation” as of July 18, 2023. The error resulted in the Company failing to record a shared based compensation expense totaling $35,535. The adjustment to correct the error resulted in a decrease in net income for the three and nine month periods ended September 30, 2023 and increase in additional paid-in capital as of September 30, 2023 compared to the Original Filing of the 10-Q. Notes 6 and 11 of the condensed financial statements were also restated in these financial statements.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated.

The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:

Balance sheet as of September 30, 2023
	As previously reported			Adjustments			As restated
Additional paid-in capital	$	10,122,385		$	308,265		$	10,430,650
Accumulated deficit	$	(12,331,009	)	$	(308,265	)		(12,639,274	)

Statement of Operations for the three months ended  September 30, 2023
	As previously reported			Adjustments			As restated
General and administrative expenses and loss from operations	$	(779,622	)	$	(35,535	)	$	(815,157	)
Total other income	$	1,250,772		$	(68,214	)	$	1,182,558
Total net income	$	471,150		$	(103,749	)	$	367,401
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.03		$	(0.01	)	$	0.02
Basic and diluted net income per share, Class B ordinary shares	$	0.03		$	(0.01	)	$	0.02

Statement of Operations for the nine months ended  September 30, 2023
	As previously reported			Adjustments			As restated
General and administrative expenses and loss from operations	$	(1,597,321	)	$	(35,535	)	$	(1,632,856	)
Total other income	$	7,469,119		$	(272,730	)	$	7,196,389
Total net income	$	5,871,798		$	(308,265	)	$	5,563,533
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.23		$	(0.01	)	$	0.22
Basic and diluted net income per share, Class B ordinary shares	$	0.23		$	(0.01	)	$	0.22

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Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Significant Accounting Policies

Significant Accounting Policies

Note 3—Significant Accounting Policies

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of September 30, 2023 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s Annual Report on  Form 10-K for the year ended December 31, 2022. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and 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.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.

Investments Held in Trust Account

As of September 30, 2023 and December 31, 2022, the assets held in Trust Account were held in money market funds, which invest in U.S. Treasury securities.

Until November 9, 2023, the Company’s portfolio of investments held in the Trust Account was 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, or a combination thereof. The Company classifies its U.S. Treasury securities as trading securities in accordance with FASB ASC 320 “Investments—Debt and Equity Securities.”

On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets as of September 30, 2023 and December 31, 2022 is reconciled on the following table:

Gross proceeds from Initial Public Offering, including sale of the over-allotment option	$	230,000,000
Less:
Fair value of Public Warrants at issuance		(10,695,000	)
Offering costs allocated to Class A ordinary shares subject to possible redemption, net of reimbursement from underwriters		(24,329,399	)
Plus:
Initial accretion on Class A ordinary shares subject to possible redemption amount		37,324,399
Remeasurement on Class A ordinary shares subject to possible redemption amount		3,631,005
Class A ordinary shares subject to possible redemption, December 31, 2022		235,931,005
Less:
Redemption of Class A ordinary shares		(130,320,660	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		7,837,360
Class A ordinary shares subject to possible redemption, September 30, 2023	$	113,447,705

As of September 30, 2023 and December 31, 2022, 10,608,802 and 23,000,000, respectively, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

Income Taxes

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

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on March 5, 2021, the evaluation was performed for the 2022 and 2021 tax years which will be the only periods subject to examination.

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 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.

Share-based Compensation

The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.

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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”), in accordance with ASC 815-40, “Derivatives and Hedging -- Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change.

Fair Value of Financial Instruments

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses, investments held in Trust Account, accounts payable, and accrued expenses approximate fair value due to their short-term nature.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.

Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.

See Note 10 for additional information on assets and liabilities measured at fair value.

Convertible Promissory Note – Prior Sponsor Working Capital Loan

The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under ASC 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statements of operations.

The Company accounts for any extinguishment of the fair value of convertible notes in accordance with ASC 470-50-40-2. Under ASC 470-50-40-2 the fair value extinguishment of convertible notes from related parties are recognized as additional paid in capital.

Net Income Per Ordinary Share

The Company applies the two-class method in calculating net income per ordinary share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of ordinary share. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per ordinary share is computed by dividing the pro rata net income between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding. The calculation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 18,845,000 shares of Class A ordinary share in the aggregate.

	For the three months ended September 30, 2023		For the three months ended September 30, 2022
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net income allocable to Class A ordinary shares subject to possible redemption	$	253,588	$	1,527,642
Denominator: Redeemable Class A ordinary shares,
Basic and diluted weighted average shares outstanding		12,811,682		23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$	0.02	$	0.07
Non-redeemable ordinary shares
Numerator: Net income allocable to Class B ordinary shares not subject to redemption
Net income allocable to Class B ordinary shares not subject to redemption	$	113,813	$	381,911
Denominator: Weighted Average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income per share	$	0.02	$	0.07

	For the nine months ended September 30, 2023		For the nine months ended September 30, 2022
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net income allocable to Class A ordinary shares subject to possible redemption	$	4,301,781	$	7,234,266
Denominator: Redeemable Class A ordinary shares,
Basic and diluted weighted average shares outstanding		19,603,894		23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$	0.22	$	0.31
Non-redeemable ordinary shares
Numerator: Net income allocable to Class B ordinary shares not subject to redemption
Net income allocable to Class B ordinary shares not subject to redemption	$	1,261,752	$	1,808,566
Denominator: Weighted Average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income per share	$	0.22	$	0.31

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

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Initial Public Offering

9 Months Ended

Sep. 30, 2023

Initial Public Offering

Initial Public Offering

Note 4—Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8). The Company granted the underwriters an option, exercisable for 45 days from the date of the prospectus, October 13, 2021, to purchase up to 3,000,000 additional Units. The underwriters exercised the over-allotment option on November 3, 2021 by purchasing 3,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).

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Private Placement

9 Months Ended

Sep. 30, 2023

Private Placement

Private Placement

Note 5—Private Placement

Simultaneously with the closing of the Initial Public Offering, the Prior Sponsor purchased an aggregate of 6,775,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6,775,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On November 3, 2021, pursuant to the underwriters exercising the additional Units (see Note 4), the Prior Sponsor purchased an additional 570,000 Private Placement Warrants at a price of $1.00.

On July 18, 2023, in connection with the Sponsor Handover, the Prior Sponsor transferred 4,961,250 Private Placement Warrants to a designee of the New Sponsor, pursuant to the Share Purchase Agreement. After the Sponsor Handover, the Sellers held an aggregate of 1,322,500 Class B ordinary shares, and the Prior Sponsor held 2,383,750 Private Placement Warrants.

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Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Related Party Transactions

Note 6—Related Party Transactions

Founder Shares

On March 15, 2021, the Prior Sponsor subscribed to purchase 7,187,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on March 19, 2021. In August 2021, the Prior Sponsor forfeited 1,437,500 Founder Shares, resulting in a decrease in the total number of Founder Shares from 7,187,500 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the share forfeiture.

In March 2021, the Prior Sponsor transferred 50,000 Founder Shares (25,000 shares each) to the former Chief Financial Officer and former Chief Operating Officer at their original purchase price. On July 18, 2023, as part of the Sponsor Handover, the former Chief Financial Officer and former Chief Operating Officer transferred 38,500 Founder Shares (19,250 each) to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors and retained 11,500 Founder Shares (5,750 each).

In November 2021, the Prior Sponsor transferred a total of 150,000 Founder Shares or 25,000 shares to each of David Barksdale, Greg Boyd, David Jones, Alex Parker, Steven Rogers, and Robert Willis, each a former director of the Company (“former directors”), in each case for their par value. The Company estimated the fair value of the Founder Shares attributable to the such individuals to be $1,116,000 or $7.44 per share.

On July 18, 2023, as part of the Sponsor Handover each of the former directors transferred 19,250 of Founder Shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, for a total of 115,500 Founder Shares and the former directors retained 5,750 Founder Shares each for a total of 34,500 Founder Shares. The 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, requires him to be a director at the time of the consummation of a Business Combination or the 115,500 Founder Shares will be transferred back to the former directors. Under ASC 718, the 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, has a performance condition that is not probable of occurring at the date he received the 115,500 Founder Shares, therefore no share based compensation has been recorded for the 115,500 Founder Shares as of September 30, 2023.

Effective July 18, 2023, the Prior Sponsor amended the Founder Share Purchase Agreement with the former directors to remove the performance condition clause which required the former directors to be a director of the Company until the consummation of a Business Combination or would forfeit their Founder Shares back to the Prior Sponsor.

The Founder Shares transferred to the former Chief Financial Officer, former Chief Operating Officer, and former directors is in the scope of ASC 718 (see Note 11).

On July 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Company’s Prior Sponsor and the Sponsor and its designees (the “Purchaser”), whereby the Prior Sponsor agreed to transfer to the Purchaser 3,046,634 of the Company’s Founder Shares. In addition, all other holders, excluding the transferred shares noted above by the former directors (115,500 transferred Founder Shares), former chief financial officer (19,250 transferred Founder Shares)  and former chief operating officer (19,250 transferred Founder Shares), of Class B ordinary shares transferred an aggregate of 1,226,866 of their Class B ordinary shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, pursuant to share transfer agreements executed by each respective holder on July 18, 2023 (the “Share Transfer Agreements”).

The Prior Sponsor, the Company Sponsor, Prior Officers, Prior Directors, Anchor Investors (as defined below), the Management, and their respective designees and affiliates, have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.

A total of eleven anchor investors (the “Anchor Investors”) each purchased an allocation of Units as determined by the underwriters, in the Initial Public Offering at the offering price of $10.00 per unit. Pursuant to such Units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other Public Shareholders. Further, the Anchor Investors are not required to (i) hold any Units, Class A Ordinary Shares or Warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A Ordinary Shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Public Shares underlying the Units purchased in the Initial Public Offering as the rights afforded to the Company’s other Public Shareholders.

Each Anchor Investor has entered into separate investment agreements with the Company and the Prior Sponsor pursuant to which each Anchor Investor agreed to purchase a specified number of Founder Shares. One Anchor Investor purchased 333,333 Founder Shares at a purchase price of $3 per share. In addition, the Prior Sponsor sold to the other ten Anchor Investors an aggregate of 1,585,000 Founder Shares at a purchase price of $0.01 per share. Pursuant to the investment agreements, the Anchor Investors have agreed to (a) vote any Founder Shares held by them in favor of the Business Combination and (b) subject any Founder Shares held by them to the same lock-up restrictions as the Founder Shares held by the Prior Sponsor.

The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,562,614 or $7.07 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $1,015,850 was determined to be an offering cost in accordance with SEC SAB 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities are expensed immediately in the Company’s statement of operations. Offering costs allocated to the Public Shares were charged to the shareholders’ deficit upon the completion of the Initial Public Offering.

Administrative Support Agreement

In connection with the IPO, the Company entered into an agreement with the Prior Sponsor, to pay a total of $10,000 per month for office space, secretarial and administrative services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of June 30, 2023 and December 31, 2022 the Company owed the Prior Sponsor $204,516 and $144,516 respectively, and is included in accrued expenses on the balance sheets; However, on June 30, 2023, in connection with the Sponsor Handover, the agreement with the Prior Sponsor was terminated and the outstanding amount was cancelled. The Company classified the forgiveness of service administrative fee as additional paid in capital in the accompanying statements of shareholders’ deficit.

Related Party Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

On June 12, 2023, we issued an unsecured promissory note to the Prior Sponsor, whereby the Prior Sponsor agreed to loan up to $250,000 to us for working capital needs (the “Prior Sponsor Working Capital Loan”).

The Prior Sponsor has the option to convert all or any portion of the Prior Sponsor Working Capital Loan into Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Prior Sponsor Working Capital Loan accrues no interest on the unpaid principal balance. The Prior Sponsor Working Capital Loan is due on demand by the Prior Sponsor. Drawdowns may be requested until December 31, 2023. During July, 2023 the Company had drawdowns totaling $158,968 under the Prior Sponsor Working Capital Loan. This Prior Sponsor Working Capital Loan was valued using the fair value method as discussed in Note 3. On September 6, 2023, the Prior Sponsor agreed to forgive the Prior Sponsor Working Capital Loan balance due of $158,968. The fair value of the Prior Sponsor Working Capital Loan as of September 6, 2023 was $58,992. The change in fair value of the Prior Sponsor Working Capital Loan totaled $99,976. As described in Note 2, since the Prior Sponsor Working Capital Loan was issued at a discount, the Company has accounted for the change in fair value of the Prior Sponsor Working Capital Loan in the amount of $99,976 as additional paid in capital. The Company has accounted for the extinguishment of the fair value of Prior Sponsor Working Capital Loan as additional paid in capital due to the related party relationship in accordance with ASC 470-50-40-2, “Debt”.

On July 18, 2023, the Company issued the unsecured July 2023 Extension Note in an amount of $375,000, to Chunyi (Charlie) Hao, President and Chairman of the board of directors of the Company, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023. The July 2023 Extension Note does not bear interest and will be due and payable by the Maker on the earlier (a) the date that the Company consummates an initial Business Combination and (b) the date of the liquidation of the Company.

On September 13, 2023, the Company issued the unsecured September 2023 Notes in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an initial Business Combination by the Company and (a) the date of the liquidation of the Company. As of September 30, 2023, the Company has received $1,625,000 of the proceeds from the September 2023 Notes.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and contingencies

Commitments and Contingencies

Note 7—Commitments and Contingencies

Registration and Shareholder Rights Agreement

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company paid an underwriting discount of $0.20 per Public Unit Offering price to the underwriters at the closing of the IPO and over-allotment option. The underwriting discount was paid in cash. In addition, the Company agreed to pay deferred underwriting commissions of $0.45 per Public Unit, or $10,350,000 in the aggregate. The deferred underwriting commission would become payable to the underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services specified therein. 

On June 23, 2023, the underwriters agreed to waive there entitlement to the deferred underwriting commission of $10,350,000 to which it became entitled upon completion of the Company’s IPO. As a result, the Company derecognized the entire deferred underwriting fee payable of $10,350,000 and recorded $9,868,725 of the forgiveness of the deferred underwriting fee allocated to Public Shares to additional paid-in capital and the remaining balance of $481,275 was a gain from extinguishment of liability allocated to warrant liabilities.

Forward Purchase Agreements

On June 21, 2021 and July 26, 2021, respectively, the Company entered into forward purchase agreements pursuant to which one anchor investor and one institutional accredited investor that are not affiliated with the Prior Sponsor or any member of the Company’s management, have subscribed to purchase from the Company an aggregate of 4,500,000 Class A ordinary shares at a price of $10.00 per share as described in the forward purchase agreements, each in a private placement that will close immediately prior to the closing of our initial Business Combination. The terms of the forward purchase shares will generally be identical to the Class A ordinary shares included in the Units being sold in this offering, except that they will have registration rights and rights of first refusal with respect to any Business Combination financing, as described in the forward purchase agreements. One of the forward purchase investors may elect, in its sole discretion, to purchase convertible debt securities or non-convertible debt instruments in lieu of the forward purchase shares, or a combination thereof, for an aggregate purchase price of up to $25,000,000.

On September 13, 2023 and September 14, 2023, the Company and one anchor investor and one institutional accredited investor mutually terminated and cancelled the forward purchase agreements described above.

Investment Banking Services

In February 2023, the Company entered into an agreement with a third party investment banking company to provide certain investment banking services in connection with a potential Business Combination of a privately held company as described in Note 1 and a possible private placement by the Company to one or more potential investors of securities of the Company in connection with the potential Business Combination. The investment banking company as part of the agreement, may be entitled to success fees in the event that the Company finalizes a Business Combination. If a Business Combination is consummated, the investment banking company would be entitled to the following:

- The Company will pay or cause to be paid to the investment banking company a success fee equal to $10,000,000

- In the event that a possible private placement offering is consummated, the Company will pay or cause to be paid a success fee equal to 3.5% of the total amount of cash and the fair market value of the other property paid to the Company, any of their security holders or any of their directors or executive officers in connection with the private placement offering. A credit of 50% of the fee payable to the third party investment banking company for a private placement offering shall reduce the success fee payable above.

The investment banking company shall be entitled to a portion of such success fees as noted above, as determined by the Company, provided, however that in no event shall the investment banking company’s portion of such success fees be less than 50% of the total success fees.

The Company also agrees to reimburse the investment banking company for all reasonable out-of-pocket expenses, not to exceed $525,000, regardless of the consummation of a Business Combination. As of September 30, 2023 the Company has paid all outstanding reimbursable costs.

In July 2023, the Company terminated the agreement with the third party investment banking company for the provision of certain investment banking services in connection with a potential Business Combination (which included waiver of all potential fees and rights thereunder by the third party investment banking company, excluding the above unbilled reimbursable costs noted above).

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Warrant Liability

9 Months Ended

Sep. 30, 2023

Warrant Liability

Warrant Liability

Note 8—Warrant Liability

Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed; provided, that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but it will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Warrants will have an exercise price of $11.50 per share. If (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to  such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per full share will be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of (i) the Market Value and (ii) the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants, except that (1) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be non-redeemable (except as described below) so long as they are held by the Sponsor or its permitted transferees, (3) the Private Placement Warrants may be exercised by the holders on a cashless basis and (4) the holders of the Private Placement Warrants (including with respect to the ordinary shares issuable upon exercise of the Private Placement Warrants) are entitled to registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

The Company may call the Public Warrants for redemption:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption; and

• if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for split-up of ordinary shares, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Company accounts for the 18,845,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 7,345,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants have been allocated a portion of the proceeds from the issuance of the Units equal to its fair value. These warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

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Shareholders Deficit

9 Months Ended

Sep. 30, 2023

Shareholders Deficit

Shareholders' Deficit

Note 9—Shareholders’ Deficit

Class A Ordinary Shares—The Company is authorized to issue 90,000,000 Class A ordinary shares with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 10,608,802 and 23,000,000 Class A ordinary shares subject to possible redemption, respectively.

Class B Ordinary Shares—The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were 5,750,000 Class B ordinary shares issued and outstanding.

Shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders; provided that, prior to the completion of the initial Business Combination, holders of the Class B ordinary shares will have the right to elect all of the Company’s directors and remove members of the Board for any reason. Holders of the Public Shares will not be entitled to vote on the Company’s election of directors during such time. In addition, prior to the completion of the initial Business Combination, holders of a majority of the outstanding Class B ordinary shares may remove a member of the Board for any reason. These provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by no less than two-thirds of the Company’s ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote of a simple majority of the Company’s Class B ordinary shares. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial Business Combination, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holders, on a one-for-one basis. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Proposed Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued or issuable to any seller in the initial Business Combination).

Preferred Shares —The Company is authorized to issue 1,000,000 shares of preferred shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At September 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.

Dividends

The Company has not paid any cash dividends on the ordinary shares to date and does not intend to pay cash dividends prior to the completion of the initial Business Combination.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Measurements

Fair Value Measurements

Note 10—Fair Value Measurements

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	113,450,197	$	—	$	—	$	113,450,197
Total	$	113,450,197	$	—	$	—	$	113,450,197
	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	235,933,496	$	—	$	—	$	235,933,496
Total	$	235,933,496	$	—	$	—	$	235,933,496

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability – Public Warrants	$	805,000	$	—	$	—	$	805,000
Warrant liability - Private Placement Warrants		—		—		514,150		514,150
Total	$	805,000	$	—	$	514,150	$	1,319,150

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability – Public Warrants	$	345,000	$	—	$	—	$	345,000
Warrant liability - Private Placement Warrants		—		—		220,350		220,350
Total	$	345,000	$	—	$	220,350	$	565,350

As of September 30, 2023 and December 31, 2022, the estimated fair value of the Public Warrants was determined by their public trading price and the estimated fair value of the Private Placement Warrants was determined using a probability-adjusted Black-Scholes method to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrants are determined using Level 3 inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following table provides the significant inputs to the probability-adjusted Black-Scholes method for the fair value of the Private Warrants:

	September 30, 2023			December 31, 2022
Stock price	$	10.69		$	10.11
Exercise price	$	11.50		$	11.50
Dividend yield		-	%		-	%
Expected term (in years)		5			5
Volatility		3.3	%		2.3	%
Risk-free rate		4.60	%		3.99	%
Fair value	$	0.07		$	0.03

As described in Notes 2 and 5, the Company accounted for the Prior Sponsor Working Capital Loan using the fair value option in accordance with ASC 815. The Company utilized a compound option valuation model to estimate the fair value of the Prior Sponsor Working Capital Loan. Significant inputs to the valuation are as follows at each drawdown:

	July 6, 2023			July 7, 2023			July 13, 2023			July 13, 2023
Conversion price	$	1.00		$	1.00		$	1.00		$	1.00
Private warrant price	$	0.03		$	0.03		$	0.03		$	0.03
Volatility		3.20	%		3.20	%		3.20	%		3.20	%
Term		1.29			1.28			1.27			1.27
Risk-free rate		5.31	%		5.28	%		5.09	%		5.43	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Number of steps		50			50			50			50
Drawdown amount – cash value	$	39,585		$	19,602		$	98,089		$	1,692
Fair value	$	1,090		$	540		$	2,717		$	47

As noted in Note 6, the Prior Sponsor forgave the Prior Sponsor Working Capital Loan on September 6, 2023. Significant inputs to the valuation are as follows at September 6, 2023:

	September 6, 2023
Conversion price	$	1.00
Private warrant price	$	0.07
Volatility		3.30	%
Term		1.12
Risk-free rate		5.39	%
Dividend yield		0.00	%
Number of steps		50
Total drawdowns date of forgiveness – cash value	$	158,968
Fair value	$	58,992

The following tables provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the nine months ended September 30, 2023 and 2022:

	Convertible promissory note – Prior Sponsor Working Capital Loan			Private Placement Warrants		Total
Fair value at  January 1, 2023	$	-		$	220,350	$	220,350
Change in fair value of Private Warrants		-			293,800		293,800
Proceeds from drawdown – cash value		158,968			-		158,968
Change in fair value of convertible note		(99,976	)		-		(99,976	)
Forgiveness of convertible note moved to additional paid in capital		(58,992	)		-		(58,992	)
Fair value at September 30, 2023	$	-		$	514,150	$	514,150

	Private Placement Warrants
Fair value at  January 1, 2022	$	3,819,400
Change in fair value of Private Warrants		(3,231,800	)
Fair value at September 30, 2022	$	587,600

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

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Share-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Compensation

Share-Based Compensation

Note 11—Share-Based Compensation

Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned, unless there is a modification in the award.  As described in Note 6, the former Chief Financial Officer and former Chief Operating Officer were transferred 50,000 Founder Shares (25,000 each) from the Prior Sponsor at the original purchase price in March 2021, $0.0035 per share. The Founder shares transferred to the former Chief Financial Officer and former Chief Operating Officer vested on the grant date of the Founder Shares. The Company did not record any share-based compensation related to the 50,000 Founder Shares held by the then-Chief Financial Officer and Chief Operating Officer at the grant date as the amount was deemed de minimis.

The 150,000 Founder Shares transferred from the Prior Sponsor to the former directors had no share-based compensation recorded at the original grant date because the Founder Share Purchase Agreement had a performance condition which required the former directors to continue as directors of the Company through the date a business combination is consummated. The Company determined that the performance condition was not probable of being met in March 2021, when the Founder Shares were granted.

On July 18, 2023, as part of the Sponsor Handover each of the former directors transferred 19,250 of Founder Shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, for a total of 115,500 Founder Shares and the former directors retained 5,750 Founder Shares each for a total of 34,500 Founder Shares. The 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, requires him to be a director at the time of the consummation of a Business Combination or the 115,500 Founder Shares will be transferred back to the former directors. Under ASC 718, the 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, has a performance condition that is not probable of occurring at the date he received the 115,500 Founder Shares, therefore no share based compensation has been recorded for the 115,500 Founder Shares as of September 30, 2023.

The former directors retained 34,500 Founder Shares (5,750 Founder shares each) as part of the Sponsor Handover. Effective July 18, 2023, the Prior Sponsor amended the Founder Share Purchase Agreement with the former directors to eliminate the performance condition. Under ASC 718, the amendment to remove the performance condition is considered a modification of the equity-classified award. In accordance with ASC 718, the modification to change the vesting in an equity-classified award from improbable to probable requires the Company to determine the fair value of the modified equity-classified award at the modification date and recognize share-based compensation over the remaining service period, if any. The 34,500 Founder Shares retained by the former directors, effective July 18, 2023 were considered fully vested and the Company recorded a share-based compensation expense in the amount of $35,535 which is included in general and administrative expenses in the statement of operations for the three and nine month periods ended September 30, 2023.

The Company estimated the Founder Shares fair value on July 18, 2023 by using the Finnerty Model with the following inputs:

	July 18, 2023
Class A Ordinary Share Price	$	10.46
Discount rate using Finnerty Model		1.10	%
Volatility		3.20	%
Term (in years)		2.3
Fair value	$	1.03

The Class A ordinary share price was derived from the public share price of the Class A ordinary share at July 18, 2023. The discount rate was derived using the Finnerty Model. The inputs used for the Finnerty Model included the volatility which was derived from the historical volatility of the Company and the term which was derived from management’s assumption that a business combination would consummate by October 18, 2024 plus one additional year due to the Founder Share Purchase Agreement including a lock-up transfer restriction clause whereby the holders of the Founder Shares cannot transfer any Founder Shares until at least one year after the completion of an initial Business Combination.

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Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events

Subsequent Events

Note 12—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, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.

On November 13, 2023, the Company and Continental entered into an amendment to the Investment Management Trust Agreement, dated October 13, 2021, by and between the Company and Continental (“Trust Agreement”), enabling Continental to hold the funds in the Trust Account in an interest-bearing demand deposit account.

On November 13, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) providing for the business combination (the “Helport Business Combination”) between the Company and Helport Limited (“Helport”), an AI technology company registered in the British Virgin Islands with operations based in Singapore. Pursuant to the Business Combination Agreement, each of the Company and Helport will merge with and into newly formed merger subsidiaries of Helport AI Limited, a British Virgin Islands company (“Pubco”) and become wholly-owned subsidiaries of Pubco. The outstanding securities of Helport and the Company will be converted into the right to receive securities of Pubco.

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Significant Accounting Policies

Basis of presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of September 30, 2023 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s Annual Report on  Form 10-K for the year ended December 31, 2022. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and 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.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.

Investments Held in Trust Account

As of September 30, 2023 and December 31, 2022, the assets held in Trust Account were held in money market funds, which invest in U.S. Treasury securities.

Until November 9, 2023, the Company’s portfolio of investments held in the Trust Account was 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, or a combination thereof. The Company classifies its U.S. Treasury securities as trading securities in accordance with FASB ASC 320 “Investments—Debt and Equity Securities.”

On November 9, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank, with Continental continuing to act as trustee. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and private placement are no longer invested in U.S. government securities or money market funds.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets as of September 30, 2023 and December 31, 2022 is reconciled on the following table:

Gross proceeds from Initial Public Offering, including sale of the over-allotment option	$	230,000,000
Less:
Fair value of Public Warrants at issuance		(10,695,000	)
Offering costs allocated to Class A ordinary shares subject to possible redemption, net of reimbursement from underwriters		(24,329,399	)
Plus:
Initial accretion on Class A ordinary shares subject to possible redemption amount		37,324,399
Remeasurement on Class A ordinary shares subject to possible redemption amount		3,631,005
Class A ordinary shares subject to possible redemption, December 31, 2022		235,931,005
Less:
Redemption of Class A ordinary shares		(130,320,660	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		7,837,360
Class A ordinary shares subject to possible redemption, September 30, 2023	$	113,447,705

As of September 30, 2023 and December 31, 2022, 10,608,802 and 23,000,000, respectively, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

Income Taxes

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

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on March 5, 2021, the evaluation was performed for the 2022 and 2021 tax years which will be the only periods subject to examination.

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 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands and accordingly income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.

Share-based Compensation

The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations.

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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”), in accordance with ASC 815-40, “Derivatives and Hedging -- Contracts in Entity’s Own Equity,” and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change.

Fair Value of Financial Instruments

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. 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). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses, investments held in Trust Account, accounts payable, and accrued expenses approximate fair value due to their short-term nature.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.

Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.

See Note 10 for additional information on assets and liabilities measured at fair value.

Convertible Promissory Note - Prior Sponsor Working Capital Loan

The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under ASC 815-15-25 to account for the notes under the fair value option. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the statements of operations.

The Company accounts for any extinguishment of the fair value of convertible notes in accordance with ASC 470-50-40-2. Under ASC 470-50-40-2 the fair value extinguishment of convertible notes from related parties are recognized as additional paid in capital.

Net Income Per Ordinary Share

The Company applies the two-class method in calculating net income per ordinary share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of ordinary share. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per ordinary share is computed by dividing the pro rata net income between the Class A ordinary share and the Class B ordinary share by the weighted average number of ordinary shares outstanding. The calculation of diluted income per ordinary share does not consider the effect of the warrants and rights issued in connection with the Public Offering since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants and rights are exercisable for 18,845,000 shares of Class A ordinary share in the aggregate.

	For the three months ended September 30, 2023		For the three months ended September 30, 2022
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net income allocable to Class A ordinary shares subject to possible redemption	$	253,588	$	1,527,642
Denominator: Redeemable Class A ordinary shares,
Basic and diluted weighted average shares outstanding		12,811,682		23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$	0.02	$	0.07
Non-redeemable ordinary shares
Numerator: Net income allocable to Class B ordinary shares not subject to redemption
Net income allocable to Class B ordinary shares not subject to redemption	$	113,813	$	381,911
Denominator: Weighted Average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income per share	$	0.02	$	0.07

	For the nine months ended September 30, 2023		For the nine months ended September 30, 2022
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net income allocable to Class A ordinary shares subject to possible redemption	$	4,301,781	$	7,234,266
Denominator: Redeemable Class A ordinary shares,
Basic and diluted weighted average shares outstanding		19,603,894		23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$	0.22	$	0.31
Non-redeemable ordinary shares
Numerator: Net income allocable to Class B ordinary shares not subject to redemption
Net income allocable to Class B ordinary shares not subject to redemption	$	1,261,752	$	1,808,566
Denominator: Weighted Average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income per share	$	0.22	$	0.31

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

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Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2023

Restatement of Previously Issued Financial Statements

Summarize effect of the restatement on each financial statement

Balance sheet as of September 30, 2023
	As previously reported			Adjustments			As restated
Additional paid-in capital	$	10,122,385		$	308,265		$	10,430,650
Accumulated deficit	$	(12,331,009	)	$	(308,265	)		(12,639,274	)

Statement of Operations for the three months ended  September 30, 2023
	As previously reported			Adjustments			As restated
General and administrative expenses and loss from operations	$	(779,622	)	$	(35,535	)	$	(815,157	)
Total other income	$	1,250,772		$	(68,214	)	$	1,182,558
Total net income	$	471,150		$	(103,749	)	$	367,401
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.03		$	(0.01	)	$	0.02
Basic and diluted net income per share, Class B ordinary shares	$	0.03		$	(0.01	)	$	0.02

Statement of Operations for the nine months ended  September 30, 2023
	As previously reported			Adjustments			As restated
General and administrative expenses and loss from operations	$	(1,597,321	)	$	(35,535	)	$	(1,632,856	)
Total other income	$	7,469,119		$	(272,730	)	$	7,196,389
Total net income	$	5,871,798		$	(308,265	)	$	5,563,533
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.23		$	(0.01	)	$	0.22
Basic and diluted net income per share, Class B ordinary shares	$	0.23		$	(0.01	)	$	0.22

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Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Significant Accounting Policies

Schedule of Class A ordinary shares subject to possible redemption

Gross proceeds from Initial Public Offering, including sale of the over-allotment option	$	230,000,000
Less:
Fair value of Public Warrants at issuance		(10,695,000	)
Offering costs allocated to Class A ordinary shares subject to possible redemption, net of reimbursement from underwriters		(24,329,399	)
Plus:
Initial accretion on Class A ordinary shares subject to possible redemption amount		37,324,399
Remeasurement on Class A ordinary shares subject to possible redemption amount		3,631,005
Class A ordinary shares subject to possible redemption, December 31, 2022		235,931,005
Less:
Redemption of Class A ordinary shares		(130,320,660	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		7,837,360
Class A ordinary shares subject to possible redemption, September 30, 2023	$	113,447,705

Schedule of Earnings Per Share, Basic and Diluted

	For the three months ended September 30, 2023		For the three months ended September 30, 2022
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net income allocable to Class A ordinary shares subject to possible redemption	$	253,588	$	1,527,642
Denominator: Redeemable Class A ordinary shares,
Basic and diluted weighted average shares outstanding		12,811,682		23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$	0.02	$	0.07
Non-redeemable ordinary shares
Numerator: Net income allocable to Class B ordinary shares not subject to redemption
Net income allocable to Class B ordinary shares not subject to redemption	$	113,813	$	381,911
Denominator: Weighted Average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income per share	$	0.02	$	0.07

	For the nine months ended September 30, 2023		For the nine months ended September 30, 2022
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Redeemable Class A ordinary shares
Net income allocable to Class A ordinary shares subject to possible redemption	$	4,301,781	$	7,234,266
Denominator: Redeemable Class A ordinary shares,
Basic and diluted weighted average shares outstanding		19,603,894		23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$	0.22	$	0.31
Non-redeemable ordinary shares
Numerator: Net income allocable to Class B ordinary shares not subject to redemption
Net income allocable to Class B ordinary shares not subject to redemption	$	1,261,752	$	1,808,566
Denominator: Weighted Average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding		5,750,000		5,750,000
Basic and diluted net income per share	$	0.22	$	0.31

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Measurements

Fair Value, of Assets and Liabilities Measured on Recurring Basis

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	113,450,197	$	—	$	—	$	113,450,197
Total	$	113,450,197	$	—	$	—	$	113,450,197
	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	235,933,496	$	—	$	—	$	235,933,496
Total	$	235,933,496	$	—	$	—	$	235,933,496

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability – Public Warrants	$	805,000	$	—	$	—	$	805,000
Warrant liability - Private Placement Warrants		—		—		514,150		514,150
Total	$	805,000	$	—	$	514,150	$	1,319,150

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liability – Public Warrants	$	345,000	$	—	$	—	$	345,000
Warrant liability - Private Placement Warrants		—		—		220,350		220,350
Total	$	345,000	$	—	$	220,350	$	565,350

Schedule Of fair value of private warrants Black Scholes method

	September 30, 2023			December 31, 2022
Stock price	$	10.69		$	10.11
Exercise price	$	11.50		$	11.50
Dividend yield		-	%		-	%
Expected term (in years)		5			5
Volatility		3.3	%		2.3	%
Risk-free rate		4.60	%		3.99	%
Fair value	$	0.07		$	0.03

Schedule Of fair value of the Prior Sponsor Working Capital Loan

	July 6, 2023			July 7, 2023			July 13, 2023			July 13, 2023
Conversion price	$	1.00		$	1.00		$	1.00		$	1.00
Private warrant price	$	0.03		$	0.03		$	0.03		$	0.03
Volatility		3.20	%		3.20	%		3.20	%		3.20	%
Term		1.29			1.28			1.27			1.27
Risk-free rate		5.31	%		5.28	%		5.09	%		5.43	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Number of steps		50			50			50			50
Drawdown amount – cash value	$	39,585		$	19,602		$	98,089		$	1,692
Fair value	$	1,090		$	540		$	2,717		$	47

	September 6, 2023
Conversion price	$	1.00
Private warrant price	$	0.07
Volatility		3.30	%
Term		1.12
Risk-free rate		5.39	%
Dividend yield		0.00	%
Number of steps		50
Total drawdowns date of forgiveness – cash value	$	158,968
Fair value	$	58,992

Fair Value of financial instruments

	Convertible promissory note – Prior Sponsor Working Capital Loan			Private Placement Warrants		Total
Fair value at  January 1, 2023	$	-		$	220,350	$	220,350
Change in fair value of Private Warrants		-			293,800		293,800
Proceeds from drawdown – cash value		158,968			-		158,968
Change in fair value of convertible note		(99,976	)		-		(99,976	)
Forgiveness of convertible note moved to additional paid in capital		(58,992	)		-		(58,992	)
Fair value at September 30, 2023	$	-		$	514,150	$	514,150

	Private Placement Warrants
Fair value at  January 1, 2022	$	3,819,400
Change in fair value of Private Warrants		(3,231,800	)
Fair value at September 30, 2022	$	587,600

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Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Compensation

Schedule Of founder shares fair value using pricing model

	July 18, 2023
Class A Ordinary Share Price	$	10.46
Discount rate using Finnerty Model		1.10	%
Volatility		3.20	%
Term (in years)		2.3
Fair value	$	1.03

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Description of Organization and Business Operations and Liquidity (Detail Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Nov. 03, 2021	Oct. 18, 2021	Sep. 30, 2023	Sep. 06, 2023	Jul. 18, 2023	Jul. 13, 2023	Jul. 07, 2023	Jul. 06, 2023	Dec. 31, 2022
Shares issued, price per share				$ 0.07	$ 10.46	$ 0.03	$ 0.03	$ 0.03
Term of restricted investments			185 days
Percentage of public shares subject to restriction			15.00%
Percentage of public shares to be redeemed in case initial business combination is not completed			100.00%
Interest to pay dissolution expenses			$ 100,000
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities			$ 100,000
Per share value of the residual assets remaining available for distribution including Trust Account assets			$ 10.10
Temporary equity, liquidation preference per share			$ 10.10
Redemption of shares limited amount			$ 5,000,001
Cash			1,568,107	$ 158,968		$ 98,089	$ 19,602	$ 39,585	$ 587,546
Proceeds from issuance of warrants	$ 7,345,000
Gross proceeds from initial public offer		$ 200,000,000
Deferred underwriting fee payable non current			0						$ 10,350,000
September 13, 2023 [Member]
Unsecured promissory note			$ 2,125,000
Charter Amendment [Member]
Temporary equity, redemption price per share			$ 10.52
Public shares outstanding			10,608,802
Shares authorized by shareholders			12,391,198
Payment to shareholders			$ 130,320,660
Securities Purchase Agreement [Member]
Warrants to purchased			4,961,250
Number of ordinary shares transferred			1,380,866
Purchaser of shares			3,046,634
Deposited into the Trust Account			$ 375,000
Trust Account an additional amount			125,000
Total monthly deposit amount			125,000
Unsecured promissory note			375,000
Deposit into Trust Account			$ 375,000
Minimum [Member]
Prospective assets of acquire as a percentage of fair value of assets in the trust account			100.00%
Common Class A [Member]
Temporary equity, redemption price per share			$ 10.69						$ 10.26
Common Class A [Member] | Minimum [Member]
Shares issued, price per share			$ 11.50
Common Class B [Member]
Held aggregate of class B ordinary shares shares					1,322,500
Private Placement Warrant [Member]
Stock issued during period, Shares	3,000,000
Held aggregate of warrants shares					2,383,750
Class of warrants or rights issued during period, warrants			6,775,000
Class of warrants or rights issued during period, price per warrant			$ 1.00
Proposed Public Offering [Member] | Common Class A [Member]
Stock issued during period, Shares		20,000,000
Shares issued, price per share		$ 10.00
Over-Allotment Option [Member]
Shares issued, price per share		$ 10.00
Gross proceeds from common stock issuance	$ 30,000,000
Over-Allotment Option [Member] | Private Placement Warrant [Member]
Stock issued during period, Shares			570,000
Class of warrants or rights issued during period, price per warrant			$ 1.00
Private Placement [Member]
Shares issued, price per share			$ 1.00
IPO [Member]
Payment to acquire restricted investments			$ 232,300,000
Transaction costs			25,995,754
Underwriting fees			4,600,000
Deferred underwriting fee payable non current			10,350,000
Fair value of Founder shares			12,546,764
Offering costs			1,003,989
Reimbursement of offering costs from underwriters			$ 2,505,000
Underwriters [Member] | Proposed Public Offering [Member]
Stock issued during period, Shares		20,000,000
Sponsor [Member] | Private Placement And Over Allotment Option [Member] | Private Placement Warrant [Member]
Class of warrants or rights issued during period, warrants	7,345,000
Sponsor [Member] | Private Placement [Member] | Private Placement Warrant [Member]
Class of warrants or rights issued during period, price per warrant		$ 1.00

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Restatement of Previously Issued Financial Statements (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Additional paid-in capital	$ 10,430,650	$ 0
Accumulated deficit	(12,639,274)	$ (10,365,447)
As Restated [Member]
Additional paid-in capital	10,430,650
Accumulated deficit	(12,639,274)
Scenario Previously Reported [Member]
Additional paid-in capital	10,122,385
Accumulated deficit	(12,331,009)
Revision of Prior Period, Error Correction, Adjustment [Member]
Additional paid-in capital	(308,265)
Accumulated deficit	$ 308,265

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Restatement of Previously Issued Financial Statements (Details 1) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Total other income	$ 1,182,558			$ 2,124,445			$ 7,196,389	$ 9,707,095
Total net income	367,401	$ 4,615,527	$ 785,121	$ 1,909,553	$ 5,238,762	$ 1,894,517	5,563,533	$ 9,042,832
As Restated [Member]
General and administrative expenses and loss from operations	(815,157)						(1,632,856)
Total other income	1,182,558						7,196,389
Total net income	$ 367,401						$ 5,563,533
Basic and diluted net income per share, Class A ordinary shares	$ 0.02						$ 0.22
Basic and diluted net income per share, Class B ordinary shares	$ 0.02						$ 0.22
Scenario Previously Reported [Member]
General and administrative expenses and loss from operations	$ (779,622)						$ (1,597,321)
Total other income	1,250,772						7,469,119
Total net income	$ 471,150						$ 5,871,798
Basic and diluted net income per share, Class A ordinary shares	$ 0.03						$ 0.23
Basic and diluted net income per share, Class B ordinary shares	$ 0.03						$ 0.23
Revision of Prior Period, Error Correction, Adjustment [Member]
General and administrative expenses and loss from operations	$ (35,535)						$ (35,535)
Total other income	(68,214)						(272,730)
Total net income	$ (103,749)						$ (308,265)
Basic and diluted net income per share, Class A ordinary shares	$ (0.01)						$ (0.01)
Basic and diluted net income per share, Class B ordinary shares	$ (0.01)						$ (0.01)

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Restatement of Previously Issued Financial Statements (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Shared based compensation expense	$ 35,535
Increase in additional paid in capital	162,906
Revision of Prior Period, Error Correction, Adjustment [Member]
Shared based compensation expense	$ 35,535	$ 35,535
Increase in additional paid in capital		68,214
Forgiveness of the service administrative fee		$ 204,516

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Significant Accounting Policies (Details) - USD ($)		9 Months Ended	12 Months Ended
	Nov. 03, 2021	Sep. 30, 2023	Dec. 31, 2022
Fair value of Public Warrants at issuance	$ (7,345,000)
Class A Ordinary Shares [Member]
Gross proceeds from Initial Public Offering, including sale of the over-allotment option			$ 230,000,000
Fair value of Public Warrants at issuance			(10,695,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption, net of reimbursement from underwriters			(24,329,399)
Initial accretion on Class A ordinary shares subject to possible redemption amount		$ 7,837,360	37,324,399
Remeasurement ordinary shares subject to possible redemption amount			$ 3,631,005
Class A ordinary shares subject to possible redemption		$ 113,447,705	$ 235,931,005
Redemption of Class A ordinary shares		$ (130,320,660)

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Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Total net income	$ 367,401	$ 4,615,527	$ 785,121	$ 1,909,553	$ 5,238,762	$ 1,894,517	$ 5,563,533	$ 9,042,832
Non Redeemable Common Stock [Member] | Common Class A [Member]
Total net income	$ 253,588			$ 1,527,642			$ 4,301,781	$ 7,234,266
Basic and diluted weighted average shares outstanding	12,811,682			23,000,000			19,603,894	23,000,000
Basic and diluted net income per share, Redeemable Class A ordinary share	$ 0.02			$ 0.07			$ 0.22	$ 0.31
Non Redeemable Common Stock [Member] | Common Class B [Member]
Total net income	$ 113,813			$ 381,911			$ 1,261,752	$ 1,808,566
Basic and diluted weighted average shares outstanding	5,750,000			5,750,000			5,750,000	5,750,000
Basic and diluted net income per share	$ 0.02			$ 0.07			$ 0.22	$ 0.31

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Significant Accounting Policies (Detail Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
FDIC Limit	$ 250,000
Common Class A [Member]
Temporary Equity, Shares Outstanding	10,608,802	23,000,000
Warrants To Subscribe For Class A Common Stock [Member]
Class of warrants or rights number of securities covered by the warrants or rights	18,845,000

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Initial Public Offering (Detail Narrative) - $ / shares	1 Months Ended
	Oct. 18, 2021	Sep. 30, 2023	Sep. 06, 2023	Jul. 18, 2023	Jul. 13, 2023	Jul. 07, 2023	Jul. 06, 2023	Dec. 31, 2022	Nov. 03, 2021	Oct. 13, 2021
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50						$ 11.50
Share Price			$ 0.07	$ 10.46	$ 0.03	$ 0.03	$ 0.03
Proposed Public Offering [Member] | Underwriters [Member]
Stock issued during period, Shares	20,000,000
Over-Allotment Option [Member]
Share Price	$ 10.00
Over-Allotment Option [Member] | Underwriters [Member]
Common Stock, Shares Subscribed but Unissued									3,000,000	3,000,000
Common Class A [Member] | Minimum [Member]
Share Price		$ 11.50
Common Class A [Member] | Proposed Public Offering [Member]
Stock issued during period, Shares	20,000,000
Shares issued, price per share	$ 10.00
Common Stock, Conversion Basis	Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”).
Common Class A [Member] | Proposed Public Offering [Member] | Anchor Investors [Member]
Share Price									$ 10.00
Common Class A [Member] | Proposed Public Offering [Member] | Public Warrant [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50

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Private Placement (Detail Narrative) - $ / shares		9 Months Ended
	Nov. 03, 2021	Sep. 30, 2023	Jul. 18, 2023	Dec. 31, 2022
Class of warrants or rights exercise price per unit		$ 11.50		$ 11.50
Common Class B [Member]
Held aggregate of class B ordinary shares shares			1,322,500
Private Placement Warrant [Member]
Class of warrants or rights issued during period, warrants		6,775,000
Held aggregate of warrants shares			2,383,750
Class of warrants or rights issued during period, price per warrant		$ 1.00
Stock issued during period, Shares	3,000,000
Class of warrants or rights exercise price per unit		$ 11.50
Private placement warrants		4,961,250
Private Placement Warrant [Member] | Over-Allotment Option [Member]
Class of warrants or rights issued during period, price per warrant		$ 1.00
Stock issued during period, Shares		570,000

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Related Party Transactions (Detail Narrative) - USD ($)				1 Months Ended			9 Months Ended
	Sep. 13, 2023	Sep. 06, 2023	Jun. 12, 2023	Jul. 31, 2023	Jul. 18, 2023	Aug. 31, 2021	Sep. 30, 2023	Jul. 13, 2023	Jul. 07, 2023	Jul. 06, 2023	Jun. 30, 2023	Dec. 31, 2022	Mar. 15, 2021
Warrant price per		$ 0.07			$ 10.46			$ 0.03	$ 0.03	$ 0.03
Proceeds from Loan from sponsor			$ 250,000
Business Combination[Member]
Description related to business combination sponsor handover	Notes in an aggregate amount of $2,125,000 to the Company’s officers and their affiliates, for the Company’s working capital needs. The September 2023 Notes do not bear interest and mature upon the earlier of (a) the closing of an initial Business Combination by the Company and (a) the date of the liquidation of the Company				Note in an amount of $375,000, to Chunyi (Charlie) Hao, President and Chairman of the board of directors of the Company, for having depositing into the Trust Account $375,000 in order to support the first three months of the Extension from July 18, 2023 to October 18, 2023
Unsecured Promissory Note [Member]
Proceeds from issue of unsecured promissory note	$ 1,625,000
Private Placement [Member]
Net drawdown from sponsor				$ 158,968
Warrant price per							$ 1.00
Prior Sponsor Working Capital Loan balance due				$ 158,968
Fair value of the Prior Sponsor Working Capital Loan amount		$ 58,992
Change in fair value of Working Capital Loan amount		$ 99,976
Working Capital Loan [Member]
Debt instrument, convertible, carrying amount of equity component							$ 1,500,000
Common Class B [Member]
Common stock par or stated value per share							$ 0.0001					$ 0.0001
Common stock shares outstanding							5,750,000					5,750,000
Sponsor [Member] | Service And Administrative Fees [Member]
Related party transaction, amounts of transaction							$ 10,000
Sponsor [Member] | Service And Administrative Fees [Member] | Accrued Liabilities [Member]
Accounts payable due to related party current											$ 204,516	$ 144,516
Sponsor [Member] | Common Class B [Member]
Common stock, shares subscribed but unissued													7,187,500
Stock forfeited during period, Shares						1,437,500
Sponsor [Member] | Common Class B [Member] | Before Forfeiture [Member] | Minimum [Member]
Common stock shares outstanding						5,750,000
Sponsor [Member] | Common Class B [Member] | Before Forfeiture [Member] | Maximum [Member]
Common stock shares outstanding						7,187,500
CFO [Member]
Description related to transfer of founder shares							Prior Sponsor transferred 50,000 Founder Shares (25,000 shares each) to the former Chief Financial Officer and former Chief Operating Officer at their original purchase price. On July 18, 2023, as part of the Sponsor Handover, the former Chief Financial Officer and former Chief Operating Officer transferred 38,500 Founder Shares (19,250 each) to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors and retained 11,500 Founder Shares (5,750 each)
Former Director [Member]
Description related to transfer of founder shares							Prior Sponsor transferred a total of 150,000 Founder Shares or 25,000 shares to each of David Barksdale, Greg Boyd, David Jones, Alex Parker, Steven Rogers, and Robert Willis, each a former director of the Company (“former directors”), in each case for their par value. The Company estimated the fair value of the Founder Shares attributable to the such individuals to be $1,116,000 or $7.44 per share
Description related to sponsor handover to former director							former directors transferred 19,250 of Founder Shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, for a total of 115,500 Founder Shares and the former directors retained 5,750 Founder Shares each for a total of 34,500 Founder Shares. The 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, requires him to be a director at the time of the consummation of a Business Combination or the 115,500 Founder Shares will be transferred back to the former directors. Under ASC 718, the 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, has a performance condition that is not probable of occurring at the date he received the 115,500 Founder Shares, therefore no share based compensation has been recorded for the 115,500 Founder Shares as of September 30, 2023
Investor Anchor One [Member]
Warrant price per							$ 3
Number of founder shares purchase							333,333
Estimated fair value of shares							$ 13,562,614
Share offer cost							$ 1,015,850
Investor Anchor Other Ten [Member]
Warrant price per							$ 0.01
Number of founder shares purchase							1,585,000
Securities Purchase Agreement [Member]
Number of shares transfer as per purchase agreement							3,046,634
Closing price of ordinary shares							$ 12.00

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Commitments and Contingencies (Detail Narrative) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Jun. 23, 2023	Feb. 28, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 06, 2023	Jul. 18, 2023	Jul. 13, 2023	Jul. 07, 2023	Jul. 06, 2023	Nov. 03, 2021
Underwriting discount payable per unit				$ 0.20
Forgiveness of deferred underwriting fee			$ 9,868,725
Warrant price per					$ 0.07	$ 10.46	$ 0.03	$ 0.03	$ 0.03
Business Acquisition, Transaction Costs				$ 525,000
Percentage of cash and fair market value of other property				3.50%
Success fee from investment banking		$ 10,000,000
Underwriting Agreement [Member]
Waived off deferred underwriting commission	$ 10,350,000
Derecognized deferred underwriting fee payable	10,350,000
Forgiveness of deferred underwriting fee	9,868,725
Gain from extinguishment of liability	$ 481,275
Deferred compensation liability classified noncurrent per unit				$ 0.45
Private Placement [Member]
Warrant price per				$ 1.00
Private Placement [Member] | Forward Purchase Agreements [Member] | Common Class A [Member]
Common stock, shares subscribed but unissued				4,500,000
Underwriters [Member] | Proposed Public Offering [Member]
Underwriting discount payable				$ 10,350,000
Anchor Investors [Member] | Proposed Public Offering [Member] | Common Class A [Member]
Warrant price per										$ 10.00
Investor [Member] | Forward Purchase Agreements [Member]
Debt instrument committed to be purchased by investors				$ 25,000,000

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Warrant Liability (Detail Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 06, 2023	Jul. 18, 2023	Jul. 13, 2023	Jul. 07, 2023	Jul. 06, 2023
Class of warrant or right, outstanding	18,845,000
Warrant price per		$ 0.07	$ 10.46	$ 0.03	$ 0.03	$ 0.03
Public Warrants [Member]
Class of warrant or right, outstanding	11,500,000
Number of days after which the warrants are exercisable from the consummation of initial business combination	30 days
Number of days after which the warrants are exercisable from the closing of initial public offering	12 months
Number of days within which the securities shall be registered with the securities exchange commission from the consummation of initial business combination	20 days
Number of days within which the securities registration shall be made effective from the consummation of business combination	60 days
Shares issued, price per share	$ 11.50
Class of warrants or rights redemption price per warrant	$ 0.01
Minimum notice period to be given to the holders of warrant prior to redemption	30 days
Public Warrants [Member] | Prospective Warrant Redemption [Member]
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Warrant price per	$ 18
Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Number of consecutive trading days for determining the share price	20 days
Warrant price per	$ 18
Shares issued, price per share	$ 9.20
Proceeds to be used for effectuating business combination as a percentage of the total proceeds	60.00%
Volume weighted average price per share	$ 9.20
Adjusted exercise price of warrants percentage	115.00%
Adjusted share price percentage	180.00%
Private Placement Warrants [Member]
Class of warrant or right, outstanding	7,345,000
Lock in period of warrants	30 days

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Shareholders Deficit (Detail Narrative) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Common stock shares authorized	90,000,000	90,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	10,608,802	23,000,000
Common stock shares outstanding	0	0
Temporary Equity, Shares Outstanding	10,608,802	23,000,000
Common Class B [Member]
Common stock shares authorized	10,000,000	10,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	5,750,000	5,750,000
Common stock shares outstanding	5,750,000	5,750,000
Preferred Share [Member]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par value	$ 0.0001	$ 0.0001
Prospective Conversion From Class B To Class A Common Stock [Member]
Common stock shares outstanding on conversion from one class to another	20.00%

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Fair Value Measurements (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Investments held in Trust Account	$ 113,450,197	$ 235,933,496
Warrant liability	1,319,150	565,350
Total	113,450,197	235,933,496
Fair Value, Inputs, Level 3 [Member]
Investments held in Trust Account	0	0
Warrant liability	514,150	220,350
Total	0	0
Fair Value, Inputs, Level 1 [Member]
Investments held in Trust Account	113,450,197	235,933,496
Warrant liability	805,000	345,000
Total	113,450,197	235,933,496
Fair Value, Inputs, Level 2 [Member]
Investments held in Trust Account	0	0
Warrant liability	0	0
Total	0	0
Private Placement Warrants [Member]
Warrant liability	514,150	220,350
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Warrant liability	514,150	220,350
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Warrant liability	0	0
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member]
Warrant liability	0	0
Public Warrant [Member]
Warrant liability	805,000	345,000
Public Warrant [Member] | Fair Value, Inputs, Level 3 [Member]
Warrant liability	0	0
Public Warrant [Member] | Fair Value, Inputs, Level 1 [Member]
Warrant liability	805,000	345,000
Public Warrant [Member] | Fair Value, Inputs, Level 2 [Member]
Warrant liability	$ 0	$ 0

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Fair Value Measurements (Details 1) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements
Stock price	$ 10.69	$ 10.11
Exercise price	$ 11.50	$ 11.50
Volatility	3.30%	2.30%
Expected term (in years	5 years	5 years
Risk-free rate	4.60%	3.99%
Dividend yield	0.00%	0.00%
Fair value	$ 0.07	$ 0.03

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Fair Value Measurements (Details 2) - USD ($)	Sep. 06, 2023	Jul. 13, 2023	Jul. 07, 2023	Jul. 06, 2023	Sep. 30, 2023	Jul. 18, 2023	Dec. 31, 2022
Conversion price	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Warrant price per	$ 0.07	$ 0.03	$ 0.03	$ 0.03		$ 10.46
Volatility	3.30%	3.20%	3.20%	3.20%
Term	1 year 1 month 13 days	1 year 3 months 7 days	1 year 3 months 10 days	1 year 3 months 14 days
Risk-free rate	5.39%	5.09%	5.28%	5.31%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Number of steps	50	50	50	50
Drawdown amount - cash value	$ 158,968	$ 98,089	$ 19,602	$ 39,585	$ 1,568,107		$ 587,546
Fair value		$ 2,717	$ 540	$ 1,090
July 13, 2023 [Member]
Conversion price		$ 1.00
Warrant price per		$ 0.03
Volatility		3.20%
Term		1 year 3 months 7 days
Risk-free rate		5.43%
Dividend yield		0.00%
Number of steps		50
Drawdown amount - cash value		$ 1,692
Fair value	$ 58,992	$ 47

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Fair Value Measurements (Details 3)	9 Months Ended
	Sep. 30, 2023 USD ($)
Private Placement Warrants [Member]
Beginning Balance, Fair value	$ 220,350
Change in fair value of Private Warrants	293,800
Change in fair value of convertible note	0
Proceeds from drawdown - cash value	0
Forgiveness of convertible note moved to additional paid in capital	0
Ending Balance, Fair value	514,150
Convertible promissory note - Prior Sponsor Working Capital Loan [Member]
Beginning Balance, Fair value	0
Change in fair value of Private Warrants	0
Change in fair value of convertible note	(99,976)
Proceeds from drawdown - cash value	158,968
Forgiveness of convertible note moved to additional paid in capital	(58,992)
Ending Balance, Fair value	0
Private Placement Warrants and Promissory Note [Member]
Beginning Balance, Fair value	220,350
Change in fair value of Private Warrants	293,800
Change in fair value of convertible note	(99,976)
Proceeds from drawdown - cash value	158,968
Forgiveness of convertible note moved to additional paid in capital	(58,992)
Ending Balance, Fair value	$ 514,150

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Fair Value Measurements (Details 4) - Private Placement Warrants [Member]	9 Months Ended
	Sep. 30, 2023 USD ($)
Beginning Balance, Fair value	$ 3,819,400
Change in fair value of Private Warrants	(3,231,800)
Ending Balance, Fair value	$ 587,600

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Share-Based Compensation (Details) - $ / shares	1 Months Ended
	Jul. 18, 2023	Sep. 06, 2023	Jul. 13, 2023	Jul. 07, 2023	Jul. 06, 2023
Share-Based Compensation
Warrant price per	$ 10.46	$ 0.07	$ 0.03	$ 0.03	$ 0.03
Discount rate using Finnerty Model	1.10%
Volatility	3.20%
Term (in years)	2 years 3 months 18 days
Fair value	$ 1.03

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Share-Based Compensation (Details Narrative) - Former Director [Member]	9 Months Ended
	Sep. 30, 2023 USD ($) shares
Description related to sponsor handover to former director	former directors transferred 19,250 of Founder Shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, for a total of 115,500 Founder Shares and the former directors retained 5,750 Founder Shares each for a total of 34,500 Founder Shares. The 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, requires him to be a director at the time of the consummation of a Business Combination or the 115,500 Founder Shares will be transferred back to the former directors. Under ASC 718, the 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, has a performance condition that is not probable of occurring at the date he received the 115,500 Founder Shares, therefore no share based compensation has been recorded for the 115,500 Founder Shares as of September 30, 2023
Retained number of founder shares | shares	34,500
Share-based compensation expense | $	$ 35,535
July 18, 2023 [Member]
Description related to sponsor handover to former director	former directors transferred 19,250 of Founder Shares to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, for a total of 115,500 Founder Shares and the former directors retained 5,750 Founder Shares each for a total of 34,500 Founder Shares. The 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, requires him to be a director at the time of the consummation of a Business Combination or the 115,500 Founder Shares will be transferred back to the former directors. Under ASC 718, the 115,500 Founder Shares transferred to Chunyi (Charlie) Hao, President and Chairman of the Board of Directors, has a performance condition that is not probable of occurring at the date he received the 115,500 Founder Shares, therefore no share based compensation has been recorded for the 115,500 Founder Shares as of September 30, 2023