Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2024

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

For the transition period from to

Commission file number: 001-41622

DISTOKEN ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

N/A

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

Unit 1006, Block C, Jinshangjun Park

No. 2 Xiaoba Road, Panlong District

Kunming, Yunnan, China

(Address of principal executive offices)

+86 871 63624579

(Issuer’s telephone number)

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

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

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 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 November 19, 2024, there were 3,200,170 ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

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DISTOKEN ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS


		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		31
Item 4. Controls and Procedures		31
Part II. Other Information		33
Item 1. Legal Proceedings		33
Item 1A. Risk Factors		33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 3. Defaults Upon Senior Securities		34
Item 4. Mine Safety Disclosures		34
Item 5. Other Information		34
Item 6. Exhibits		35
Part III. Signatures		36

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

DISTOKEN ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2024		2023
	(Unaudited)
ASSETS
Current assets
Cash	$	10,598	$	96,486
Due from Sponsor		—		60,000
Prepaid expenses		54,513		63,366
Total current assets		65,111		219,852

Investments held in Trust Account		43,355,649		41,440,980
TOTAL ASSETS	$	43,420,760	$	41,660,832

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1,000,799	$	205,074
Accrued offering costs		—		70,000
Chinese taxes payable		774,337		630,367
Advances from Sponsor		923		923
Promissory note - Sponsor		519,888		—
Extension note – Sponsor		330,000		60,000
TOTAL LIABILITIES		2,625,947		966,364

Commitments and contingencies
Ordinary shares subject to possible redemption, 3,881,692 shares at $10.96 and $10.50 per share redemption value as of September 30, 2024 and December 31, 2023, respectively		42,531,312		40,760,613

SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Ordinary shares, $0.0001 par value; 220,000,000 shares authorized; 2,548,000 issued and outstanding (excluding 3,881,692 shares subject to possible redemption) as of September 30, 2024 and December 31, 2023		255		255
Additional paid-in capital		—		—
Accumulated deficit		(1,736,754)		(66,400)
TOTAL SHAREHOLDERS’ DEFICIT		(1,736,499)		(66,145)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	43,420,760	$	41,660,832

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

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DISTOKEN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Operating and formation costs	$	326,185	$	428,379	$	1,510,876	$	724,967
Loss from operations		(326,185)		(428,379)		(1,510,876)		(724,967)

Other income:
Interest earned on investments held in Trust Account		555,371		914,783		1,644,669		2,143,508
Unrealized loss on investments held in Trust Account		—		26,564		—		16,128
Total other income		555,371		941,347		1,644,669		2,159,636

Income before provision for income taxes		229,186		512,968		133,793		1,434,669
Provision for income taxes		(33,448)		(121,601)		(33,448)		(354,635)
Net income	$	195,738	$	391,367	$	100,345	$	1,080,034

Basic and diluted weighted average shares outstanding, redeemable ordinary shares		3,881,692		6,900,000		3,881,692		5,686,813

Basic and diluted net income per share, redeemable ordinary shares	$	0.03	$	0.04	$	0.02	$	0.13

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		2,548,000		2,548,000		2,548,000		2,452,176

Basic and diluted net income per share, Non-redeemable ordinary shares	$	0.03	$	0.04	$	0.02	$	0.13

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

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DISTOKEN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


				Additional				Total
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2024	2,548,000	$	255	$	—	$	(66,400)	$	(66,145)

Accretion for ordinary shares to redemption amount	—		—		—		(570,793)		(570,793)

Net income	—		—		—		32,539		32,539

Balance – March 31, 2024	2,548,000		255		—		(604,654)		(604,399)

Accretion for ordinary shares to redemption amount	—		—		—		(625,303)		(625,303)

Net loss	—		—		—		(127,932)		(127,932)

Balance – June 30, 2024	2,548,000		255		—		(1,357,889)		(1,357,634)

Accretion for ordinary shares to redemption amount	—		—		—		(574,603)		(574,603)

Net income	—		—		—		195,738		195,738

Balance – September 30, 2024	2,548,000	$	255	$	—	$	(1,736,754)	$	(1,736,499)

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FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


				Additional				Total
	Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Equity
Balance – December 31, 2022^(1)(2)(3)	2,003,000	$	200	$	27,028	$	(11,228)	$	16,000

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

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

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

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

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

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

Accretion for ordinary shares to redemption amount	—		—		(10,072,026)		—		(10,072,026)

Net income	—		—		—		251,313		251,313

Balance – March 31, 2023	2,548,000		255		657,318		240,085		897,658

Accretion for ordinary shares to redemption amount	—		—		(581,705)		—		(581,705)

Net income	—		—		—		437,354		437,354

Balance – June 30, 2023	2,548,000	$	255	$	75,613	$	677,439	$	753,307

Accretion for ordinary shares to redemption amount	—		—		(75,613)		(682,659)		(758,272)

Net income	—		—		—		391,367		391,367

Balance – September 30, 2023	2,548,000	$	255	$	—	$	386,147	$	386,402

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

(2)

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

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

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

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DISTOKEN ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended
	September 30,
	2024		2023
Cash Flows from Operating Activities:
Net income	$	100,345	$	1,080,034
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(1,644,669)		(2,143,508)
Unrealized gain on investments held in Trust Account		—		(16,128)
Changes in operating assets and liabilities:
Other receivable		—		28
Prepaid expenses		8,853		(140,393)
Accounts payable and accrued expenses		795,725		582,143
Chinese taxes payable		143,970		—
Net cash used in operating activities		(595,776)		(637,824)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		—		(70,380,000)
Cash deposited into Trust Account for extension payments		(270,000)		—
Net cash used in investing activities		(270,000)		(70,380,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—		66,930,000
Proceeds from sale of Private Units		—		5,450,000
Proceeds from sale of Representative warrants		—		100
Advances from related party		—		35,430
Repayment of advances from related party		—		(251,969)
Repayment of promissory note – Sponsor		—		(150,000)
Payment of offering costs		(70,000)		(647,036)
Proceeds from promissory note – Sponsor		519,888		—
Proceeds from due from Sponsor		60,000		—
Proceeds from extension note – Sponsor		270,000		—
Net cash provided by financing activities		779,888		71,366,525

Net Change in Cash		(85,888)		348,701
Cash – Beginning of period		96,486		—
Cash – End of period	$	10,598	$	348,701

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—	$	70,000
Accretion of Class A ordinary shares to redemption value	$	1,770,699	$	11,412,003

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

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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

As of September 30, 2024, the Company had not commenced any operations. All activity for the period from July 1, 2020 (inception) through September 30, 2024 relates to the Company’s formation, the preparation of the initial public offering (“Initial Public Offering”), which closed on February 17, 2023, as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income and unrealized gains from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

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

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

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

Following the closing of the Initial Public Offering on February 17, 2023, an amount of $70,380,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

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

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

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

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

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

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

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

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

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

On November 10, 2023, the Company issued a promissory note (the “2023 Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor (the “2023 Extension Funds”), pursuant to which the 2023 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2023 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of September 30, 2024, there was $330,000 of outstanding borrowings under the 2023 Extension Note.

As of September 30, 2024, the Sponsor made a total of $330,000 of extension deposits into the Trust Account to extend the time the Company has to complete an initial Business Combination to October 18, 2024.

On July 29, 2024, the Company advanced $12,000 from the Company’s operating account into the Trust Account on the Sponsor’s behalf as a partial extension deposit. On August 6, 2024, the Chief Executive Officer of the Company advanced $18,000 to the Company to fully pay the required monthly extension deposit into the Trust Account and to extend the time the Company has to complete an initial Business Combination to August 18, 2024.

On August 21, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to September 18, 2024.

On September 22, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to October 18, 2024.

On October 30, 2024, the Company deposited $30,000 of the amounts received from the Sponsor into the Trust Account to extend the time the Company has to complete an initial Business Combination to November 18, 2024 (Note 9).

The Company plans on extending the time to complete an initial business combination by one month from November 18, 2024 to December 18, 2024 by depositing the $30,000 monthly extension payment into the Trust Account on or before November 26, 2024.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On November 14, 2024, the Company held an extraordinary general meeting in lieu of annual general meeting of shareholders (the “2024 Extension Meeting”), at which the Company’s shareholders approved, as a special resolution, an amendment to the Company’s Memorandum and Articles of Association to give the Board the right to extend the date by which the Company has to consummate a Business Combination from November 18, 2024 on a monthly basis up to twelve (12) times until November 18, 2025, or such earlier date as determined by the Board (the “2024 Extension Amendment”). In connection with the 2024 Extension Amendment, shareholders holding 3,229,522 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account (the “2024 Extension Redemption”). As a result of the 2024 Extension Redemption, an aggregate amount of approximately $36.3 million (approximately $11.24 per share) was removed from the Trust Account to pay such holders.

If the Company is unable to complete a Business Combination by November 18, 2025 (or such earlier date as determined by the Board), as extended by the 2024 Extension Amendment (such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s Board, dissolve and liquidate, subject (in each case) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On November 14, 2024, the Company issued a promissory note (the “2024 Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor (the “2024 Extension Funds”), pursuant to which the 2024 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.046 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2025, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company.

Going Concern Consideration

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

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company may extend the time to consummate a Business Combination on a monthly basis from November 18, 2024 until November 18, 2025, as determined by the Board. It is uncertain that the Company will be able to consummate a Business Combination during this time period. If a Business Combination is not consummated by November 18, 2025 (if extended by the full amount of time), there will be a mandatory liquidation and subsequent dissolution.

Management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution and the liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 18, 2025. The Company intends to complete a Business Combination before the mandatory liquidation date.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 17, 2024, as amended on September 23, 2024. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 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.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

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

Use of Estimates

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

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $10,598 and $96,486 in cash as of September 30, 2024 and December 31, 2023, respectively, and no cash equivalents as of such dates.

Investments in Trust Account

At September 30, 2024 and December 31, 2023, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. The Company accounts for its investments as trading securities under ASC 320 (Investments—Debt and Equity Securities), where securities are presented at fair value on the condensed balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the condensed statements of operations.

Redeemable Share Classification

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants and Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at September 30, 2024 and December 31, 2023, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

At September 30, 2024 and December 31, 2023, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000)
Proceeds allocated to Public Rights		(3,305,100)
Ordinary share issuance costs		(4,011,946)
Redemption of ordinary shares		(31,907,588)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023		40,760,613
Plus:
Remeasurement of carrying value to redemption value		1,770,699
Ordinary shares subject to possible redemption, September 30, 2024	$	42,531,312

Ordinary shares subject to possible redemption of $42,531,312 excludes $774,337 of the amount in the Trust Account reserved for taxes payable.

Offering Costs

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

Income Taxes

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

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company has determined there is a possibility it will be considered a Chinese Income Tax Resident for which it will owe taxes to the Chinese government. As such, the Company has accrued $774,337 and $630,367 for Chinese Income Tax and VAT and surcharges as of September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, the Company recorded income tax expense of $33,448 and $121,601, respectively, related to the Chinese Income Tax estimate, and $37,321 and $61,474, respectively, for VAT and surcharges. For the nine months ended September 30, 2024 and 2023, the Company recorded income tax expense of $33,448 and $354,635, respectively, related to the Chinese Income Tax estimate, and $110,522 and $144,044, respectively, for VAT and surcharges. The VAT and surcharges were recorded as part of the Company’s general and administrative expenses. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

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

Derivative Financial Instruments

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

Warrant Instruments

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

Net Income Per Share

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

The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants to purchase 7,617,500 ordinary shares is contingent upon the occurrence of future events. As of September 30, 2024 and December 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

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


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
			Non-				Non-				Non-				Non-
	Redeemable		redeemable		Redeemable		redeemable		Redeemable		redeemable		Redeemable		redeemable
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	118,170	$	77,568	$	285,821	$	105,546	$	60,580	$	39,765	$	754,633	$	325,401
Denominator:
Basic and diluted weighted average shares outstanding		3,881,692		2,548,000		6,900,000		2,548,000		3,881,692		2,548,000		5,686,813		2,452,176
Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04	$	0.02	$	0.02	$	0.13	$	0.13

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

Concentration of Credit Risk

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

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recently Issued Accounting Standards

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

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

NOTE 3 — PUBLIC OFFERING

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

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 545,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,450,000 from the Company in a private placement. Each Private Unit consists of one Private Share, one right (“Private Right”) and one redeemable warrant (“Private Warrant”). Each Private Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of a Business Combination (see Note 7). Each whole Private Warrant will be exercisable for one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will expire worthless.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

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

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

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

Administrative Services Agreement

The Company entered into an agreement, commencing on February 15, 2023, to pay the Sponsor or its affiliate up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2024, the Company incurred $30,000 and $90,000 in fees for these services, of which $40,000 is included in accrued expenses in the accompanying condensed balance sheets. For the three and nine months ended September 30, 2023, the Company incurred $30,000 and $75,000 in fees for these services, of which $0 is included in accrued expenses in the accompanying condensed balance sheets.

Due from Sponsor

Through March 31, 2024, the Company advanced an aggregate amount of $136,923 from the Company’s operating account into the Trust Account on the Sponsor’s behalf to extend the time the Company has to complete an initial Business Combination. On April 9, 2024, the Sponsor reimbursed the Company for the outstanding $136,923 of advances it made on Sponsor’s behalf. As of September 30, 2024 and December 31, 2023, amounts due from Sponsor are nil and $60,000, respectively.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

Advances from Sponsor

The advances from Sponsor represents the amounts paid by the Sponsor on behalf of the Company in excess of the limit that can be drawn against the promissory note. As of September 30, 2024 and December 31, 2023, there was $923 of outstanding balances in advances from Sponsor.

Promissory Note — Sponsor

On July 8, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company was able to borrow up to an aggregate principal amount of $150,000. The note was non-interest bearing and was payable on the earlier of (i) September 30, 2022 and (ii) the completion of the Initial Public Offering. In November 2022 the note was amended and the note became payable on the earlier of (i) June 30, 2023 and (ii) the completion of the Initial Public Offering. The outstanding balance of $150,000 was repaid to the Sponsor on March 28, 2023. As of September 30, 2024, there was no outstanding borrowings on the promissory note, and borrowings under the promissory note are no longer available.

On February 26, 2024, the Company issued an unsecured promissory note (the “2024 Note”) in the aggregate principal amount of up to $1,000,000 to the Sponsor, for the Company’s working capital needs. The 2024 Note does not bear interest and matures upon the earlier of the consummation of an initial Business Combination by the Company or the date of the Company’s liquidation. As of September 30, 2024, total borrowings under this note amounted to $519,888.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2024 and December 31, 2023, the Company has no outstanding borrowings under the Working Capital Loans.

Extension Note - Sponsor

As discussed in Note 1, on November 10, 2023, the Company issued the 2023 Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2023 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of September 30, 2024 and December 31, 2023, there were $330,000 and $60,000, respectively, of outstanding borrowings under the 2023 Extension Note.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

NOTE 6 — COMMITMENTS

Registration Rights

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

Underwriting Agreement

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

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

Business Combination Marketing Agreement

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

Business Combination Agreement

On May 17, 2024, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Youlife Group Inc., a Cayman Islands exempted company (“Pubco”), the Sponsor, Youlife I Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), Youlife II Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and Youlife International Holdings Inc., a Cayman Islands exempted company (“Youlife”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Youlife Business Combination”), (a) First Merger Sub will merge with and into Youlife (the “First Merger”), with Youlife surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of Youlife being converted into the right to receive shares of Pubco; and (b) Second Merger Sub will merge with and into the Company, with the Company surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Company being converted into the right to receive substantially equivalent securities of Pubco.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

clarify certain matters related to the dual-class share structure of Pubco following the closing (the “Closing”) of the Youlife Business Combination. Under the new American depository share facility, at the Closing, Pubco will issue its ordinary shares in the form of American depository shares (“Pubco ADSs”) to the Company and Youlife shareholders holding registered shares, which Pubco ADSs will be listed on the Nasdaq Capital Market in lieu of Pubco ordinary shares, and the warrants to be issued by Pubco will be exercisable for Pubco ADSs. Upon becoming registered shares, Pubco ordinary shares will be exchangeable for Pubco ADSs.

Lock-Up Agreements

Simultaneously with the execution of the Business Combination Agreement, Pubco, the Company and Youlife entered into lock-up agreements (the “Lock-Up Agreements”) with the Sponsor and with certain shareholders of Youlife. The Lock-Up Agreements provide for a lock-up period commencing on the closing date and ending on the 12-month anniversary of the closing date and with respect to 50% of such shares, on the date on which the last reported sales price of the Class A ordinary shares of Pubco equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.

Shareholder Support Agreements

Simultaneously with the execution of the Business Combination Agreement, the Company, Youlife and certain shareholders of Youlife entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, the shareholders of Youlife have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the Youlife Business Combination, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Non-Competition and Non-Solicitation Agreements

Simultaneously with the execution of the Business Combination Agreement, certain Youlife shareholders entered into non-competition and non-solicitation agreements (the “Non-Competition and Non-Solicitation Agreements”) in favor of Pubco, Youlife and the Company. Under the Non-Competition and Non-Solicitation Agreements, certain Youlife shareholders agreed not to compete with Pubco during the three-year period following the closing and, during such three-year restricted period, not to solicit employees or customers of Pubco. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions.

Vendor Agreement

On March 5, 2024, the Company entered into an agreement with a vendor for legal and consulting services, rendering the previous agreement with the same vendor entered into in 2023 void. The agreement provides that the Company will pay the vendor $500,000 as follows: (i) $200,000, which had already been paid, (ii) $50,000 by no later than March 15, 2024; (iii) $100,000 upon execution of the business combination agreement, or the merger agreement, as the case may be; and (iv) $150,000 upon submission of the S-4/F-4 proxy to the SEC. Additionally, if the Business Combination closes, the Company will make a final additional payment of $950,000. If the Business Combination does not close, the Company shall not be responsible for any further payments. On May 4, 2023, the Company paid the $200,000 retainer based on the previous agreement entered into 2023, which was carried forward to the current agreement. As of December 31, 2023, $169,935 has been charged against the retainer amount, and the remainder of $30,065 was recorded as prepaid expenses. The $30,065 prepaid amount was fully utilized during the nine months ended September 30, 2024 and this amount was charged to expense. On April 10, 2024, the Company paid the second installment payment of $50,000. In addition, the Company incurred additional business combination fees of $489,030 in relation to this agreement, $207,373 of which has been billed as of September 30, 2024 while the remaining unbilled amount of $281,657 has been included in the accrued expenses balance in the accompanying condensed balance sheets.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At September 30, 2024 and December 31, 2023, there were no preference shares issued and outstanding.

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

The Company is authorized to issue 220,000,000 ordinary shares, with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. In August 2021, the Company effected a share dividend of 0.25 shares for each founder share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. At September 30, 2024 and December 31, 2023, there were 2,548,000 ordinary shares issued and outstanding, which includes 1,725,000 Founders Shares, 545,000 shares in the Private Units, 278,000 Representative Shares, and excluding 3,881,692 ordinary shares subject to possible redemption. As a result of the underwriters’ election to fully exercise their over-allotment option on February 17, 2023, a total of 225,000 Founder Shares and 33,000 representative shares are no longer subject to forfeiture.

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

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

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

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

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

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

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

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

●

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

●

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

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

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value or the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value or the Newly Issued Price.

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

Representative Shares

On July 28, 2020 the Company issued to EarlyBirdCapital and its designees an aggregate of 100,000 ordinary shares for aggregate consideration of $10.00, of which 2,250 were subsequently forfeited in August 2021. In August 2021, the Company also issued to I-Bankers Securities, Inc. and its designees an aggregate of 155,250 ordinary shares at a purchase price of $0.0001 per share, for aggregate consideration of $15.50. On October 28, 2021, the Company issued to EarlyBirdCapital and I-Bankers Securities, Inc. and its designees, 12,132 and 12,868, respectively, ordinary shares at a purchase price of $0.0001 per share, for minimal consideration of $2.50. Of the representative shares, 33,000 are no longer subject to forfeiture due to the underwriters’ exercise of their over-allotment option in full at the Initial Public Offering. Upon issuance, the representative shares were accounted for as deferred offering cost and were charged to shareholders equity upon the Initial Public Offering. The Company estimated the fair value of the 97,750 (net of 2,250 forfeited) representative shares issued on July 28, 2020 to be $2,151 based upon the price of the Founder Shares issued to the Sponsor of $0.022 per share and recorded as deferred offering costs accordingly. The 155,250 representative shares issued on August 23, 2021 and 25,000 representative shares issued on October 28, 2021 had an aggregate fair value using the scenario analysis, of which the stock price input

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

into the founder shares scenario analysis was valued using a binomial lattice, of $1,019,993 ($6.57 per share) and $165,500 ($6.62 per share), respectively, or a total aggregate value of $1,185,493. Accordingly, $1,185,493 were accounted for as offering costs at the closing of the Initial Public Offering. The representative shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

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

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

Representative Warrants

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

NOTE 8 — FAIR VALUE MEASUREMENTS

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

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

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

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

Level 1:

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

Level 2:

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

Level 3:

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

At September 30, 2024, assets held in the Trust Account were comprised of $43,355,649 in money market funds which are invested primarily in U.S. government securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		September 30,		December 31,
	Level	2024		2023
Assets:
Investments held in Trust Account	1	$	43,355,649	$	41,440,980

NOTE 9 — SUBSEQUENT EVENTS

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

On November 13, 2024, the Company, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the BCA Amendment, to, among other things, (i) adopt an American depository share facility, (ii) revise the scope and terms of certain lock-up provisions applicable to the Sponsor and Youlife shareholders, and (iii) clarify certain matters related to the dual-class share structure of Pubco following the Closing of the Youlife Business Combination. Under the new American depository share facility, at the Closing, Pubco will issue its ordinary shares in the form of Pubco ADSs to the Company and Youlife shareholders holding registered shares, which Pubco ADSs will be listed on the Nasdaq Capital Market in lieu of Pubco ordinary shares, and the warrants to be issued by Pubco will be exercisable for Pubco ADSs. Upon becoming registered shares, Pubco ordinary shares will be exchangeable for Pubco ADSs.

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DISTOKEN ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

On November 14, 2024, the Company held the 2024 Extension Meeting, at which the Company’s shareholders approved, as a special resolution, an amendment to the Company’s Memorandum and Articles of Association to give the Board the right to extend the date by which the Company has to consummate a Business Combination from November 18, 2024 on a monthly basis up to twelve (12) times until November 18, 2025, or such earlier date as determined by the Board (the “2024 Extension Amendment”). In connection with the 2024 Extension Amendment, shareholders holding 3,229,522 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result of the 2024 Extension Redemption, an aggregate amount of $36.3 million (approximately $11.24 per share) was removed from the Trust Account to pay such holders.

On November 14, 2024, the Company issued the 2024 Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the 2024 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the 2024 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.046 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2025, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The 2024 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company.

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

References in this report (the “ Report”) to “we,” “us” or the “Company” refer to Distoken Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Xiaosen Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item 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”.

Overview

We are a blank check company incorporated in the Cayman Islands on July 1, 2020 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Company’s initial Public Offering (the “Initial Public Offering”) and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

The SEC has adopted new rules and regulations relating to special purpose acquisition companies (“SPACs”), which became effective on July 1, 2024 (the “2024 SPAC Rules”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

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Extension of Our Combination Period

We initially had until November 17, 2023, 9 months from the closing of our Initial Public Offering, to consummate our initial Business Combination. However, if the Company anticipated that it would not be able to consummate a Business Combination within 9 months, it was originally permitted, by resolution of the Company’s board of directors (the “Board”) if requested by the sponsor (the “Sponsor”), to extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of up to 18 months), subject to the Sponsor depositing additional funds into the Company’s trust account (the “Trust Account”) (the “Paid Extension”). Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental, in order for the time available to consummate our initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, would have been required to deposit into the trust account $690,000 ($0.10 per unit) for each three month extension, up to an aggregate of $2,070,000 for nine months, on or prior to the date of the applicable deadline.

On November 10, 2023, we held an extraordinary general meeting (the “2023 Extension Meeting”), at which our shareholders approved the 2023 Extension Amendment to amend the terms of the Paid Extension and to give the Board the right to extend the date by which we have to consummate a Business Combination from November 17, 2023 on a monthly basis up to twelve (12) times until November 18, 2024, or such earlier date as determined by the Board. In connection with the 2023 Extension Amendment, shareholders holding 3,018,308 ordinary shares exercised their right to redeem such shares for a pro rata portion of the trust account. As a result, an aggregate amount of $31.9 million (approximately $10.57 per share) was removed from the trust account to pay such holders.

On November 10, 2023, in connection with the 2023 Extension Amendment, we issued the 2023 Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the 2023 Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each public share that was not redeemed in connection with the 2023 Extension Amendment. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per public share not redeemed) that we decide to take to complete our initial Business Combination for each calendar month until November 18, 2024, or portion thereof, that is needed to complete our initial Business Combination, for up to an aggregate of $360,000. The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of our initial Business Combination, and (b) the date of our liquidation. As of September 30, 2024 and December 31, 2023, there were $330,000 and $60,000, respectively, outstanding borrowings under the 2023 Extension Note.

On July 29, 2024, the Company advanced $12,000 from the Company’s operating account into the Trust Account on the Sponsor’s behalf as a partial extension deposit. On August 6, 2024, the Chief Executive Officer advanced $18,000 to the Company to fully pay the required monthly extension deposit into the Trust Account and to extend the time the Company has to complete an initial Business Combination to August 18, 2024.

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On November 14, 2024, the Company held an extraordinary general meeting in lieu of annual general meeting of shareholders (the “2024 Extension Meeting”), at which the Company’s shareholders approved, as a special resolution, an amendment to the Company’s Memorandum and Articles of Association to give the Board the right to extend the date by which the Company has to consummate a Business Combination from November 18, 2024 on a monthly basis up to twelve (12) times until November 18, 2025, or such earlier date as determined by the Board (the “2024 Extension Amendment”). In connection with the 2024 Extension Amendment, shareholders holding 3,229,522 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account (the “2024 Extension Redemption”). As a result of the 2024 Extension Redemption, an aggregate amount of $36.3 million (approximately $11.24 per share) was removed from the Trust Account to pay such holders.

Youlife Business Combination

On November 13, 2024, the Company, Pubco, the Sponsor, First Merger Sub, Second Merger Sub and Youlife entered into the first amendment to the Business Combination Agreement (the “BCA Amendment”), to, among other things, (i) adopt an American depository share facility, (ii) revise the scope and terms of certain lock-up provisions applicable to the Sponsor and Youlife shareholders, and (iii) clarify certain matters related to the dual-class share structure of Pubco following the closing (the “Closing”) of the Youlife Business Combination. Under the new American depository share facility, at the Closing, Pubco will issue its ordinary shares in the form of American depository shares (“Pubco ADSs”) to the Company and Youlife shareholders holding registered shares, which Pubco ADSs will be listed on the Nasdaq Capital Market in lieu of Pubco ordinary shares, and the warrants to be issued by Pubco will be exercisable for Pubco ADSs. Upon becoming registered shares, Pubco ordinary shares will be exchangeable for Pubco ADSs.

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Lock-Up Agreements

Shareholder Support Agreements

Non-Competition and Non-Solicitation Agreements

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 1, 2020 (inception) through September 30, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2024, we had net income of $195,738, which consists of interest income on marketable securities held in the Trust Account of $555,371, offset by operating costs of $326,185 and Chinese income tax of $33,448.

For the nine months ended September 30, 2024, we had net income of $100,345, which consists of interest income on marketable securities held in the Trust Account of $1,644,669, offset by operating costs of $1,510,876 and Chinese income tax of $33,448.

For the three months ended September 30, 2023, we had net income of $391,367, which consists of interest income on marketable securities held in the Trust Account of $914,783 and an unrealized gain on marketable securities held in our Trust Account of $26,564, offset by operating costs of $428,379 and Chinese income tax of $121,601.

For the nine months ended September 30, 2023, we had net income of $1,080,034, which consists of interest income on marketable securities held in the Trust Account of $2,143,508 and an unrealized gain on marketable securities held in our Trust Account of $16,128, offset by operating costs of $724,967 and Chinese income tax of $354,635.

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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, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time 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

On February 17, 2023, we completed our initial public offering of 6,900,000 units, at $10.00 per unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of our initial public offering, we completed the sale of 545,000 private units at a price of $10.00 per private unit in the private placement to the sponsor, generating gross proceeds of $5,450,000.

Following the initial public offering, the full exercise of the over-allotment option and the sale of the private units, a total of $70,380,000 was placed in the trust account. Transaction costs amounted to $4,366,343 consisting of $2,070,000 of cash underwriting discount, $1,185,493 fair value of representative shares, $12,075 fair value of representative warrants, and $1,098,775 of other offering costs.

For the nine months ended September 30, 2024, net loss of $100,345 is reduced by the effect of interest earned on investments held in the Trust Account of $1,644,669 and increased by the changes in operating assets and liabilities of $948,548, arriving at the net cash used in operating activities was $595,776.

For the nine months ended September 30, 2023, cash used in operating activities was $637,824. Net income of $1,080,034 was affected by interest earned on marketable securities held in the Trust Account of $2,143,508 and unrealized gain on marketable securities held in our Trust Account of $16,128. Changes in operating assets and liabilities provided $441,778 of cash from operating activities.

On November 10, 2023, we held the 2023 Extension Meeting, at which our shareholders approved the 2023 Extension Amendment to amend the terms of the Paid Extension and to give the Board the right to extend the date by which we have to consummate a Business combination from November 17, 2023 on a monthly basis up to twelve (12) times until November 18, 2024, or such earlier date as determined by the Board. In connection with the 2023 Extension Amendment, shareholders holding 3,018,308 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, an aggregate amount of $31.9 million (approximately $10.57 per share) was removed from the trust account to pay such holders.

On November 10, 2023, in connection with the 2023 Extension Amendment, we issued the 2023 Extension Note in the aggregate principal amount of up to $360,000 to the sponsor, pursuant to which the Extension Funds will be deposited into the trust account in monthly installments for the benefit of each public share that was not redeemed in connection with the 2023 Extension Amendment. The sponsor has agreed to pay $30,000 per month (or approximately $0.01 per public share not redeemed) that we decide to take to complete our initial business combination for each calendar month until November 18, 2024, or portion thereof, that is needed to complete our initial business combination, for up to an aggregate of $360,000. The 2023 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of our initial business combination, and (b) the date of our liquidation. As of September 30, 2024, there was $330,000 outstanding borrowings under the 2023 Extension Note.

On February 26, 2024, we issued an unsecured promissory note in the aggregate principal amount of up to $1,000,000 to the sponsor, for our working capital needs. The 2024 Note does not bear interest and matures upon the earlier of the consummation of an initial Business Combination or the date of liquidation. As of September 30, 2024, total borrowings under this note amounted to $519,888.

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portion of the Trust Account. As a result of the 2024 Extension Redemption, an aggregate amount of $36.3 million (approximately $11.24 per share) was removed from the Trust Account to pay such holders.

As of September 30, 2024, we had investments held in the Trust Account of $43,355,649 (including $3,432,390 of interest income) consisting of money market funds which are invested primarily in U.S. government securities. We may withdraw interest from the Trust Account to pay taxes, if any. 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 income taxes payable), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our 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.

As of September 30, 2024, we had cash of $10,598. We intend to use the funds held outside the Trust Account primarily to 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, structure, negotiate and complete a business combination.

In order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to (except as described below), loan us Working Capital Loans as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private units. The terms of such Working Capital Loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. The Working Capital Loans would be repaid upon consummation of a business combination, without interest.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares (the “Public Shares”) upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

We may need to raise additional capital through loans or additional investments from our sponsor, shareholders, officers, directors, or third parties. Our officers, directors and our sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are 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. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In addition, we may extend the amount of time to consummate a business combination from November 18, 2024 until November 18, 2025, as extended by the 2024 Extension Amendment. It is uncertain that we will be able to consummate a business combination by this time. We plan on extending the time to complete an initial business combination by one month from November 18, 2024 to December 18, 2024 by depositing the $30,000 monthly extension payment into the Trust Account on or before November 26, 2024. If a business combination is not consummated by a liquidation deadline there will be a mandatory liquidation and subsequent dissolution.

We have determined that mandatory liquidation, should a business combination not occur, and an extension not be approved by our shareholders, and potential subsequent dissolution and the liquidity issue raise substantial doubt about our ability to continue as a going

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concern for a reasonable period of time which is considered to be one year from the date of the issuance of the financial statements. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our sponsor or its affiliate up to a monthly fee of $10,000 for office space, administrative and support services. We began incurring these fees on February 15, 2023 and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.

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

On March 5, 2024, we entered into an agreement with a vendor for legal and consulting services, rendering the previous agreement with the same vendor entered into in 2023 void. The agreement provides that we will pay the vendor $500,000 as follows: (i) $200,000 already paid on May 4, 2023 based on the previous agreement, which was carried forward to the current agreement, (ii) $50,000 by no later than March 15, 2024; (iii) $100,000 upon execution of the business combination agreement, or the merger agreement, as the case may be; and (iv) $150,000 upon submission of the S-4/F-4 proxy to the SEC. Additionally, if the Business Combination closes, we will make a final additional payment of $950,000. If the Business Combination does not close, we shall not be responsible for any further payments.

Critical Accounting Estimates

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our financial information. Our financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting estimates require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates. We have identified the following critical accounting estimates:

Investments in Trust Account

Assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. We accounted for the investments as trading securities under FASB ASC Topic 320, “Investments—Debt and Equity Securities”, where securities are presented at fair value on the condensed balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the condensed statements of operations. As of September 30, 2024 and December 31, 2023, the fair value of investments held in the Trust Account amounts to $43,355,649 and $41,440,980, respectively.

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Derivative Financial Instruments

We evaluate financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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 condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date.

We accounted for Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815. The assessment considered whether the Rights were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the Rights met all the requirements for equity classification under ASC 815, including whether the Rights were indexed to the Company’s own shares, among other conditions for the equity classification. The fair value of public rights at issuance amounted to $3,305,100.

Warrant Instruments

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of the warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreement, management concluded that the warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. The fair value of public warrants at issuance amounted to $1,104,000, while the fair value of representative warrants at issuance amounted to $12,075.

Recent Accounting Standards

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

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

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

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.

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Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation 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, 2024 due to:

(i)

material weaknesses previously identified related to ineffective review of controls over the financial statement preparation process including the valuation of complex financial instruments and recording of accrued expenses, including income taxes and including proper cut off procedures.

(ii)

material weakness in internal controls related to ineffective review of controls over the financial statement preparation process including the error in recording of excise tax payable and failure to record amounts due from the Sponsor and the 2023 Extension Note payable to Sponsor.

(iii)

material weakness in internal controls related to the compliance with the terms of the extension payment to extend the time we have to complete an initial business combination.

In light of these material weaknesses, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making greater use of third-party professionals with whom we consult regarding complex accounting applications. 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. We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

Other than as discussed above, there have been no changes to our internal control over financial reporting during the quarterly period ended September 30, 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2024, September 30, 2023 and March 31, 2023, respectively, as filed with the SEC on August 16, 2024, November 14, 2023 and May 18, 2023, respectively, (ii) registration statement for our Initial Public Offering, (iii) Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 17, 2024; and (iv) definitive proxy statement, as filed with the SEC on October 31, 2024. 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.

Our public shareholders’ exercise of redemption rights with respect to a large number of Public Shares in the Extension Meeting may affect our ability to complete an initial Business Combination in the most desirable manner that will optimize the capital structure of the combined company, or at all.

Over the past two years, the redemption rate of shares held by public shareholders of SPACs at the time of a shareholders meeting that approves an amendment to the charter of the SPAC or the initial Business Combination of the SPAC has been very high, thereby increasing the likelihood that we, too, may be subject to significant redemptions that may affect our ability to complete an initial Business Combination.

In connection with the 2024 Extension Meeting, 3,229,522 Public Shares were redeemed at a price per Public Share of approximately $11.24, thereby reducing the number of outstanding Public Shares from 3,881,692 to 652,170, and reducing the total amount held in the Trust Account to approximately $7.3 million (as of November 19, 2024).

Due to the high rates of redemptions of Public Shares in connection with shareholder votes to approve extensions or Business Combinations of SPACs, we may need to rely upon significant PIPE or other outside financing to provide cash to our post- Business Combination company. Obtaining financing in connection with initial Business Combinations of SPACs has in recent times been very difficult, with many financings available only on terms that are onerous to the surviving company of the Business Combination. The failure to secure additional financing on reasonable terms could have a material adverse effect on the continued development or growth of the target business. None of the Sponsor or our other shareholders is required to provide any financing to us in connection with or after our initial Business Combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels or on onerous terms. The above considerations may limit our ability to complete a Business Combination in the most desirable manner that will optimize the capital structure of the combined company, or at all. If we are unable to complete an initial Business Combination, our Public Shareholders may only receive approximately $11.24 per Public Share on the liquidation of our Trust Account, as of November 14, 2024, and our Warrants and Rights will expire worthless. In certain circumstances, our Public Shareholders may receive less than $11.24 per share upon the redemption of their Public Shares.

For risks related to Youlife and the Business Combination with Youlife, please see the registration statement on Form F-4 to be filed by Pubco once available.

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

Unregistered Sales of Equity Securities

None

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Use of Proceeds

For a description of the use of the proceeds generated in our Initial Public Offering and the related private placement, see Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on April 18, 2023. There has been no material change in the planned use of proceeds from our Initial Public Offering and private placement as described in the registration statement for the Initial Public Offering. The specific investments in our Trust Account may change from time to time.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On November 14, 2024, we held the 2024 Extension Meeting, at which our shareholders approved, as a special resolution, the 2024 Extension Amendment, which extended the date by which we have to consummate a Business Combination from November 18, 2024 on a monthly basis up to twelve (12) times until November 18, 2025, or such earlier date as determined by the Board. In connection with the 2024 Extension Amendment, shareholders holding 3,229,522 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result of the 2024 Extension Redemption, we paid cash in the aggregate amount of approximately $36.3 million (approximately $11.24 per share) to such redeeming shareholders.

There were no such repurchases of our equity securities by us or an affiliate during the quarterly period covered by the Report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Arrangements

During the quarterly period ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Other Information

None.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Date File (Embedded as Inline XBRL document and contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DISTOKEN ACQUISITION CORPORATION

Date: November 19, 2024	By:	/s/ Jian Zhang
	Name:	Jian Zhang
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: November 19, 2024	By:	/s/ Jirong Lyu
	Name:	Jirong Lyu
	Title:	Chief Financial Officer (Principal Financial Officer)

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jian Zhang, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Distoken Acquisition Corporation;

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:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my 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; and

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

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

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

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):

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

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 November 19, 2024

		/s/ Jian Zhang
		Jian Zhang
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jirong Lyu, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Distoken Acquisition Corporation;

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: November 19, 2024

		/s/ Jirong Lyu
		Jirong Lyu
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF 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 Quarterly Report on Form 10-Q of Distoken Acquisition Corporation (the “Company”) for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jian Zhang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of 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.

Dated: November 19, 2024

		/s/ Jian Zhang
		Jian Zhang
		Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF 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 Quarterly Report on Form 10-Q of Distoken Acquisition Corporation (the “Company”) for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jirong Lyu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of 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.

Dated: November 19, 2024

		/s/ Jirong Lyu
		Jirong Lyu
		Chief Financial Officer
		(Principal Financial Officer)

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 19, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Entity File Number	001-41622
Entity Registrant Name	Distoken Acquisition Corp
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Unit 1006, Block C, Jinshangjun Park
Entity Address, Address Line Two	No. 2 Xiaoba Road, Panlong District
Entity Address, City or Town	Kunming
Entity Address, Country	CN
City Area Code	+86 871
Local Phone Number	63624579
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		3,200,170
Entity Central Index Key	0001818605
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Ordinary shares, par value $0.0001 per share
Document and Entity Information
Title of 12(b) Security	Ordinary shares, par value $0.0001 per share
Trading Symbol	DIST
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share
Trading Symbol	DISTW
Security Exchange Name	NASDAQ
Rights, each right entitling the holder to receive one-tenth of one ordinary share
Document and Entity Information
Title of 12(b) Security	Rights, each right entitling the holder to receive one-tenth of one ordinary share
Trading Symbol	DISTR
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 10,598	$ 96,486
Due from Sponsor		60,000
Prepaid expenses	54,513	63,366
Total current assets	65,111	219,852
Investments held in Trust Account	43,355,649	41,440,980
TOTAL ASSETS	43,420,760	41,660,832
Current liabilities
Accounts payable and accrued expenses	1,000,799	205,074
Accrued offering costs		70,000
Chinese taxes payable	774,337	630,367
Advances from Sponsor	923	923
TOTAL LIABILITIES	2,625,947	966,364
Commitments and contingencies
Ordinary shares subject to possible redemption, 3,881,692 shares at $10.96 and $10.50 per share redemption value as of September 30, 2024 and December 31, 2023, respectively	42,531,312	40,760,613
SHAREHOLDERS' DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Ordinary shares, $0.0001 par value; 220,000,000 shares authorized; 2,548,000 issued and outstanding (excluding 3,881,692 shares subject to possible redemption) as of September 30, 2024 and December 31, 2023	255	255
Accumulated deficit	(1,736,754)	(66,400)
TOTAL SHAREHOLDERS' DEFICIT	(1,736,499)	(66,145)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	43,420,760	41,660,832
Extension Note
Current liabilities
Promissory/Extension note - Sponsor	330,000	$ 60,000
Unsecured Promissory Note 2024
Current liabilities
Promissory/Extension note - Sponsor	$ 519,888
Notes Payable, Current, Related Party [Extensible Enumeration]	Sponsor [Member]	Sponsor [Member]

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preference shares, par value, (in dollar per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	220,000,000	220,000,000
Ordinary shares, shares issued	2,548,000	2,548,000
Ordinary shares, shares outstanding	2,548,000	2,548,000
Ordinary Shares Subject To Possible Redemption
Temporary Equity Shares Outstanding	3,881,692	3,881,692
Temporary equity redemption price per share	$ 10.96	$ 10.50

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating and formation costs	$ 326,185	$ 428,379	$ 1,510,876	$ 724,967
Loss from operations	(326,185)	(428,379)	(1,510,876)	(724,967)
Other income:
Interest earned on investments held in Trust Account	555,371	914,783	1,644,669	2,143,508
Unrealized loss on investments held in Trust Account		26,564		16,128
Total other income	555,371	941,347	1,644,669	2,159,636
Income before provision for income taxes	229,186	512,968	133,793	1,434,669
Provision for income taxes	(33,448)	(121,601)	(33,448)	(354,635)
Net income	$ 195,738	$ 391,367	$ 100,345	$ 1,080,034
Ordinary Shares Subject To Possible Redemption
Other income:
Weighted average shares outstanding, basic	3,881,692	6,900,000	3,881,692	5,686,813
Weighted average shares outstanding, diluted	3,881,692	6,900,000	3,881,692	5,686,813
Basic net income per share	$ 0.03	$ 0.04	$ 0.02	$ 0.13
Diluted net income per share	$ 0.03	$ 0.04	$ 0.02	$ 0.13
Ordinary Shares Not Subject To Possible Redemption
Other income:
Weighted average shares outstanding, basic	2,548,000	2,548,000	2,548,000	2,452,176
Weighted average shares outstanding, diluted	2,548,000	2,548,000	2,548,000	2,452,176
Basic net income per share	$ 0.03	$ 0.04	$ 0.02	$ 0.13
Diluted net income per share	$ 0.03	$ 0.04	$ 0.02	$ 0.13

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

Ordinary shares

Additional Paid-in Capital

Accumulated Deficit

Total

Balance at the beginning at Dec. 31, 2022

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

$ 200

$ 27,028

$ (11,228)

$ 16,000

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

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

2,003,000

Increase (decrease) in Stockholders' (deficit) equity

Sale of 545,000 private units

$ 55

5,449,945

$ 5,450,000

Sale of 545,000 private units (in shares)

545,000

Fair value of public warrants at issuance

1,104,000

$ 1,104,000

Fair value of representative shares

1,185,493

Fair value of rights included in public units

3,305,100

Fair value of representative warrants

12,075

Allocated value of transaction costs

(354,297)

Accretion for ordinary shares to redemption amount

(10,072,026)

Net (loss) income

251,313

Balance at the end at Mar. 31, 2023

$ 255

657,318

240,085

897,658

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

2,548,000

Balance at the beginning at Dec. 31, 2022

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

$ 200

27,028

(11,228)

16,000

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

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

2,003,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

(11,412,003)

Net (loss) income

1,080,034

Balance at the end at Sep. 30, 2023

$ 255

386,147

386,402

Balance at the end (in shares) at Sep. 30, 2023

2,548,000

Balance at the beginning at Dec. 31, 2022

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

$ 200

27,028

(11,228)

16,000

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

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

2,003,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

(12,089,247)

Balance at the end at Dec. 31, 2023

$ 255

(66,400)

(66,145)

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

2,548,000

Balance at the beginning at Mar. 31, 2023

$ 255

657,318

240,085

897,658

Balance at the beginning (in shares) at Mar. 31, 2023

2,548,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

(581,705)

Net (loss) income

437,354

Balance at the end at Jun. 30, 2023

$ 255

75,613

677,439

753,307

Balance at the end (in shares) at Jun. 30, 2023

2,548,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

$ (75,613)

(682,659)

(758,272)

Net (loss) income

391,367

Balance at the end at Sep. 30, 2023

$ 255

386,147

386,402

Balance at the end (in shares) at Sep. 30, 2023

2,548,000

Balance at the beginning at Dec. 31, 2023

$ 255

(66,400)

(66,145)

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

2,548,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

(570,793)

Net (loss) income

32,539

Balance at the end at Mar. 31, 2024

$ 255

(604,654)

(604,399)

Balance at the end (in shares) at Mar. 31, 2024

2,548,000

Balance at the beginning at Dec. 31, 2023

$ 255

(66,400)

(66,145)

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

2,548,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

(1,770,699)

Net (loss) income

100,345

Balance at the end at Sep. 30, 2024

$ 255

(1,736,754)

(1,736,499)

Balance at the end (in shares) at Sep. 30, 2024

2,548,000

Balance at the beginning at Mar. 31, 2024

$ 255

(604,654)

(604,399)

Balance at the beginning (in shares) at Mar. 31, 2024

2,548,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

(625,303)

Net (loss) income

(127,932)

Balance at the end at Jun. 30, 2024

$ 255

(1,357,889)

(1,357,634)

Balance at the end (in shares) at Jun. 30, 2024

2,548,000

Increase (decrease) in Stockholders' (deficit) equity

Accretion for ordinary shares to redemption amount

(574,603)

Net (loss) income

195,738

Balance at the end at Sep. 30, 2024

$ 255

$ (1,736,754)

$ (1,736,499)

Balance at the end (in shares) at Sep. 30, 2024

2,548,000

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

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical)	Jan. 30, 2023 shares	Dec. 31, 2022 shares
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY
Maximum shares subject to forfeiture	1,725,000	258,000
Share dividend	0.2

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash Flows from Operating Activities:
Net income				$ 100,345	$ 1,080,034
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account	$ (555,371)		$ (914,783)	(1,644,669)	(2,143,508)
Unrealized gain on investments held in Trust Account			(26,564)		(16,128)
Changes in operating assets and liabilities:
Other receivable					28
Prepaid expenses				8,853	(140,393)
Accounts payable and accrued expenses				795,725	582,143
Chinese taxes payable				143,970
Net cash used in operating activities				(595,776)	(637,824)
Cash Flows from Investing Activities:
Investment of cash in Trust Account					(70,380,000)
Cash deposited into Trust Account for extension payments				(270,000)
Net cash used in investing activities				(270,000)	(70,380,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid					66,930,000
Proceeds from sale of Private Units					5,450,000
Proceeds from sale of Representative warrants					100
Advances from related party					35,430
Repayment of advances from related party					(251,969)
Payment of offering costs				(70,000)	(647,036)
Proceeds from due from Sponsor				60,000
Net cash provided by financing activities				779,888	71,366,525
Net Change in Cash				(85,888)	348,701
Cash - Beginning of period		$ 96,486		96,486
Cash - End of period	10,598		348,701	10,598	348,701	$ 96,486
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs					70,000
Accretion of Class A ordinary shares to redemption value	$ 574,603	$ 570,793	$ 758,272	1,770,699	11,412,003	$ 12,089,247
Extension Note
Cash Flows from Financing Activities:
Proceeds from promissory/extension note - Sponsor				270,000
Unsecured Promissory Note 2024
Cash Flows from Financing Activities:
Proceeds from promissory/extension note - Sponsor				$ 519,888
Promissory Note with Related Party
Cash Flows from Financing Activities:
Repayment of promissory note - Sponsor					$ (150,000)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2024

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Going Concern Consideration

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments in Trust Account

Redeemable Share Classification

At September 30, 2024 and December 31, 2023, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000)
Proceeds allocated to Public Rights		(3,305,100)
Ordinary share issuance costs		(4,011,946)
Redemption of ordinary shares		(31,907,588)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023		40,760,613
Plus:
Remeasurement of carrying value to redemption value		1,770,699
Ordinary shares subject to possible redemption, September 30, 2024	$	42,531,312

Ordinary shares subject to possible redemption of $42,531,312 excludes $774,337 of the amount in the Trust Account reserved for taxes payable.

Offering Costs

Income Taxes

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

Derivative Financial Instruments

Warrant Instruments

Net Income Per Share

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


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
			Non-				Non-				Non-				Non-
	Redeemable		redeemable		Redeemable		redeemable		Redeemable		redeemable		Redeemable		redeemable
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	118,170	$	77,568	$	285,821	$	105,546	$	60,580	$	39,765	$	754,633	$	325,401
Denominator:
Basic and diluted weighted average shares outstanding		3,881,692		2,548,000		6,900,000		2,548,000		3,881,692		2,548,000		5,686,813		2,452,176
Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04	$	0.02	$	0.02	$	0.13	$	0.13

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

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

PUBLIC OFFERING

9 Months Ended

Sep. 30, 2024

PUBLIC OFFERING

PUBLIC OFFERING

NOTE 3 — PUBLIC OFFERING

PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2024

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

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

Administrative Services Agreement

Due from Sponsor

Advances from Sponsor

Promissory Note — Sponsor

Related Party Loans

Extension Note - Sponsor

COMMITMENTS

9 Months Ended

Sep. 30, 2024

COMMITMENTS

COMMITMENTS

NOTE 6 — COMMITMENTS

Registration Rights

Underwriting Agreement

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

Business Combination Marketing Agreement

Business Combination Agreement

Lock-Up Agreements

Shareholder Support Agreements

Non-Competition and Non-Solicitation Agreements

Vendor Agreement

SHAREHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2024

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT

NOTE 7 — SHAREHOLDERS’ DEFICIT

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

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

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

●

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

Representative Shares

Representative Warrants

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

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

Level 1:

Level 2:

Level 3:

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

At September 30, 2024, assets held in the Trust Account were comprised of $43,355,649 in money market funds which are invested primarily in U.S. government securities.


		September 30,		December 31,
	Level	2024		2023
Assets:
Investments held in Trust Account	1	$	43,355,649	$	41,440,980

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9 — SUBSEQUENT EVENTS

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 195,738	$ (127,932)	$ 32,539	$ 391,367	$ 437,354	$ 251,313	$ 100,345	$ 1,080,034

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments in Trust Account

Redeemable Share Classification

At September 30, 2024 and December 31, 2023, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000)
Proceeds allocated to Public Rights		(3,305,100)
Ordinary share issuance costs		(4,011,946)
Redemption of ordinary shares		(31,907,588)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023		40,760,613
Plus:
Remeasurement of carrying value to redemption value		1,770,699
Ordinary shares subject to possible redemption, September 30, 2024	$	42,531,312

Ordinary shares subject to possible redemption of $42,531,312 excludes $774,337 of the amount in the Trust Account reserved for taxes payable.

Offering Costs

Income Taxes

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

Derivative Financial Instruments

Warrant Instruments

Net Income Per Share

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


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
			Non-				Non-				Non-				Non-
	Redeemable		redeemable		Redeemable		redeemable		Redeemable		redeemable		Redeemable		redeemable
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	118,170	$	77,568	$	285,821	$	105,546	$	60,580	$	39,765	$	754,633	$	325,401
Denominator:
Basic and diluted weighted average shares outstanding		3,881,692		2,548,000		6,900,000		2,548,000		3,881,692		2,548,000		5,686,813		2,452,176
Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04	$	0.02	$	0.02	$	0.13	$	0.13

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of ordinary shares reflected in balance sheet


Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Warrants		(1,104,000)
Proceeds allocated to Public Rights		(3,305,100)
Ordinary share issuance costs		(4,011,946)
Redemption of ordinary shares		(31,907,588)
Plus:
Remeasurement of carrying value to redemption value		12,089,247
Ordinary shares subject to possible redemption, December 31, 2023		40,760,613
Plus:
Remeasurement of carrying value to redemption value		1,770,699
Ordinary shares subject to possible redemption, September 30, 2024	$	42,531,312

Schedule of basic and diluted net income per ordinary share

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


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2024				2023				2024				2023
			Non-				Non-				Non-				Non-
	Redeemable		redeemable		Redeemable		redeemable		Redeemable		redeemable		Redeemable		redeemable
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	118,170	$	77,568	$	285,821	$	105,546	$	60,580	$	39,765	$	754,633	$	325,401
Denominator:
Basic and diluted weighted average shares outstanding		3,881,692		2,548,000		6,900,000		2,548,000		3,881,692		2,548,000		5,686,813		2,452,176
Basic and diluted net income per ordinary share	$	0.03	$	0.03	$	0.04	$	0.04	$	0.02	$	0.02	$	0.13	$	0.13

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

FAIR VALUE MEASUREMENTS

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


		September 30,		December 31,
	Level	2024		2023
Assets:
Investments held in Trust Account	1	$	43,355,649	$	41,440,980

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)					3 Months Ended	9 Months Ended
	Nov. 14, 2024 USD ($) $ / shares shares	Nov. 10, 2023 USD ($) $ / shares shares	Feb. 17, 2023 USD ($) $ / shares shares	Feb. 16, 2023 USD ($)	Mar. 31, 2023 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Nov. 26, 2024 USD ($)	Oct. 30, 2024 USD ($)	Sep. 22, 2024 USD ($)	Aug. 21, 2024 USD ($)	Aug. 06, 2024 USD ($)	Jul. 29, 2024 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold \| shares						900,000
Number of shares issuable per warrant \| shares			1
Price of warrant \| $ / shares						$ 10.00
Gross proceeds			$ 70,380,000
Price per share \| $ / shares			$ 10.00
Gross proceeds from private placement							$ 5,450,000
Transaction Costs						$ 4,366,343
Underwriting fees						2,070,000
Fair value of class A shares issued to underwriters						$ 1,185,493
Share Price \| $ / shares			$ 10.20
Investments, maximum maturity term						180 days
Condition for future Business Combination use of proceeds percentage						50
Shares Issued, price per share \| $ / shares						$ 10.20
Condition for future business combination threshold Net Tangible Assets						$ 5,000,001
Redemption limit percentage without prior consent						15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)						100.00%
Period to complete Business Combination						9 months
Maximum period to complete Business Combination						18 months
Number of days advance notice to be provided for extension of the period to complete Business Combination.						5 days
Deposit in trust account						$ 690,000
Extension period to complete Business Combination						3 months
Maximum amount to be deposited in Trust Account						$ 2,070,000
Maximum extension period to complete Business Combination						9 months
Shares issued during period (in shares) \| shares					545,000
Number of shares redeemed \| shares		3,018,308
Temporary equity aggregate amount of redemption requirement		$ 31,900,000
Temporary equity redemption price per share \| $ / shares		$ 10.57
Aggregate consideration				$ 25,000	$ 5,450,000
Outstanding borrowings on extension note						$ 330,000									$ 60,000
Aggregate amount		$ 31,900,000
Condition for future business combination threshold Percentage Ownership						100
Interest to pay dissolution expenses						$ 50,000
Due to the Sponsor for certain reimbursable expenses				$ 150,000
Working capital deficit						1,500,000
Subsequent Events
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account								$ 30,000
Number of shares redeemed \| shares	3,229,522
Temporary equity redemption price per share \| $ / shares	$ 11.24
Aggregate amount	$ 36,300,000
Chief Executive Officer
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account												$ 18,000
Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant \| shares			1
Fair value of class A shares issued to underwriters						$ 12,075
Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant \| shares			1
Price of warrant \| $ / shares						$ 10.20
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold \| shares			6,900,000
Price of warrant \| $ / shares			$ 10.00
Gross proceeds			$ 69,000,000
Price per share \| $ / shares			$ 10.00
Condition for future Business Combination use of proceeds percentage						80
Per unit amount to be deposited in Trust Account \| shares						0.10
Private Placement
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold \| shares			545,000
Price per share \| $ / shares			$ 10.00
Gross proceeds from private placement			$ 5,450,000
Private Placement \| Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares issuable per warrant \| shares			1
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units sold \| shares			900,000
Number of shares issuable per warrant \| shares			900,000
Related Party Loans
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant \| $ / shares						$ 10.00
Other offering costs						$ 1,098,775
Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account						330,000				$ 30,000	$ 30,000			$ 136,923
Maximum amount to be deposited in Trust Account													$ 12,000
Advances to fund the extension payments						$ 0
Sponsor \| Subsequent Events
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account									$ 30,000
Amount received, per share \| $ / shares	$ 0.046
Principal amount	$ 360,000
Amount received	30,000
Aggregate initial consummation of business combination value	$ 360,000
Extension Note \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Amount received, per share \| $ / shares		$ 0.01
Principal amount		$ 360,000
Amount received		30,000
Aggregate initial consummation of business combination value		$ 360,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash	$ 10,598						$ 10,598		$ 96,486
Cash equivalents	0						0		0
Gross proceeds									69,000,000
Proceeds allocated to Public Warrants									(1,104,000)
Proceeds allocated to Public Rights									(3,305,100)
Ordinary share issuance costs									(4,011,946)
Redemption of ordinary shares									(31,907,588)
Remeasurement of carrying value to redemption value	574,603	$ 625,303	$ 570,793	$ 758,272	$ 581,705	$ 10,072,026	1,770,699	$ 11,412,003	12,089,247
Ordinary shares subject to possible redemption	42,531,312						42,531,312		40,760,613
Chinese taxes payable	774,337						774,337		$ 630,367
Provision for income taxes	$ 33,448			121,601			$ 33,448	354,635
Purchase of warrants exercises	7,617,500						7,617,500
Dilutive securities							0		0
Amount reserved for taxes payable	$ 774,337						$ 774,337
Chinese Income Tax Resident
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Provision for income taxes	$ 37,321			$ 61,474			$ 110,522	$ 144,044

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of basic and diluted net income (loss) per ordinary share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Ordinary Shares Subject To Possible Redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net loss) income - basic	$ 118,170	$ 285,821	$ 60,580	$ 754,633
Weighted average shares outstanding, basic	3,881,692	6,900,000	3,881,692	5,686,813
Weighted average shares outstanding, diluted	3,881,692	6,900,000	3,881,692	5,686,813
Basic net income per share	$ 0.03	$ 0.04	$ 0.02	$ 0.13
Diluted net income per share	$ 0.03	$ 0.04	$ 0.02	$ 0.13
Ordinary Shares Not Subject To Possible Redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net loss) income - basic	$ 77,568	$ 105,546	$ 39,765	$ 325,401
Weighted average shares outstanding, basic	2,548,000	2,548,000	2,548,000	2,452,176
Weighted average shares outstanding, diluted	2,548,000	2,548,000	2,548,000	2,452,176
Basic net income per share	$ 0.03	$ 0.04	$ 0.02	$ 0.13
Diluted net income per share	$ 0.03	$ 0.04	$ 0.02	$ 0.13

PUBLIC OFFERING (Details) - $ / shares		9 Months Ended
PUBLIC OFFERING (Details) - $ / shares	Feb. 17, 2023	Sep. 30, 2024
PUBLIC OFFERING
Number of units sold		900,000
Price per share	$ 10.00
Number of shares per warrant	1
Public Warrants
PUBLIC OFFERING
Number of shares per warrant	1
Exercise price of warrants	$ 11.50
Public Rights
PUBLIC OFFERING
Number of units sold	0.10
Number of shares per warrant	1
Initial Public Offering
PUBLIC OFFERING
Number of units sold	6,900,000
Price per share	$ 10.00
Over-allotment option
PUBLIC OFFERING
Number of units sold	900,000
Number of shares per warrant	900,000

PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Feb. 17, 2023	Sep. 30, 2024	Sep. 30, 2023
PRIVATE PLACEMENT
Number of units sold		900,000
Price per share	$ 10.00
Proceeds from sale of Private Units			$ 5,450,000
Number of shares per warrant	1
Private Placement Units
PRIVATE PLACEMENT
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Public Warrants
PRIVATE PLACEMENT
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Public Rights
PRIVATE PLACEMENT
Number of units sold	0.10
Number of shares per warrant	1
Private Placement
PRIVATE PLACEMENT
Number of units sold	545,000
Price per share	$ 10.00
Proceeds from sale of Private Units	$ 5,450,000
Private Placement \| Private Placement Units
PRIVATE PLACEMENT
Number of shares per warrant	1
Private Placement \| Public Warrants
PRIVATE PLACEMENT
Number of redeemable warrants that each unit consists	1
Private Placement \| Public Rights
PRIVATE PLACEMENT
Number of shares per warrant	0.10

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

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended
	Nov. 10, 2023	Mar. 28, 2023	Feb. 15, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 22, 2024	Aug. 21, 2024	Apr. 09, 2024	Mar. 31, 2024	Feb. 26, 2024	Dec. 31, 2023	Jul. 08, 2020
RELATED PARTY TRANSACTIONS
Deposit in trust account				$ 690,000		$ 690,000
Advances from Sponsor				$ 923		$ 923							$ 923
Price of warrant				$ 10.00		$ 10.00
Aggregate amount	$ 31,900,000
Temporary equity redemption price per share	$ 10.57
Due from Sponsor													60,000
Outstanding borrowings on extension note				$ 330,000		$ 330,000							60,000
Proceeds from related party debt						60,000
Extension Note
RELATED PARTY TRANSACTIONS
Total borrowings amount				330,000		330,000							60,000
Unsecured Promissory Note 2024
RELATED PARTY TRANSACTIONS
Total borrowings amount				519,888		519,888
Sponsor
RELATED PARTY TRANSACTIONS
Deposit in trust account				330,000		330,000		$ 30,000	$ 30,000		$ 136,923
Advances to fund the extension payments						0
Accounts payable into trust account													60,000
Advances from Sponsor				923		923							923
Sponsor \| Extension Note
RELATED PARTY TRANSACTIONS
Principal amount	$ 360,000
Amount received	$ 30,000
Amount received, per share	$ 0.01
Aggregate initial consummation of business combination value	$ 360,000
Sponsor \| Unsecured Promissory Note 2024
RELATED PARTY TRANSACTIONS
Principal amount												$ 1,000,000
Total borrowings amount				519,888		519,888
Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Borrowing capacity										$ 136,923
Promissory Note with Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Borrowing capacity														$ 150,000
Outstanding balance repaid to Sponsor		$ 150,000
Outstanding balance of related party note				0		0
Related Party Loans
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant				$ 1,500,000		$ 1,500,000
Price of warrant				$ 10.00		$ 10.00
Related Party Loans \| Working capital loans warrant \| Related Party
RELATED PARTY TRANSACTIONS
Outstanding balance of related party note				$ 0		$ 0							$ 0
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Expenses per month			$ 10,000
Expenses paid				30,000	$ 30,000	90,000	$ 75,000
Accrued expenses				$ 40,000	$ 0	$ 40,000	$ 0

COMMITMENTS (Details)					9 Months Ended	12 Months Ended
COMMITMENTS (Details)	Apr. 10, 2024 USD ($)	Mar. 05, 2024 USD ($)	May 04, 2023 USD ($)	Feb. 17, 2023 $ / shares shares	Sep. 30, 2024 USD ($) item $ / shares shares	Dec. 31, 2023 USD ($)
COMMITMENTS
Maximum number of demands for registration of securities \| item					3
Number of units sold \| shares					900,000
Maximum units issuable \| shares				900,000
Price per share \| $ / shares				$ 10.00
Advisory fees payable as a percentage of gross proceeds of IPO					4.00%
Advisory fees payable					$ 2,760,000
Additional Advisory fees payable as a percentage of gross proceeds of IPO, if I-Bankers introduces the Company to the target business					1.00%
Additional Advisory fees payable, if I-Bankers introduces the Company to the target business					$ 690,000
Condition for future business combination use of proceeds percentage					50
Prepaid expenses					$ 54,513	$ 63,366
Accrued expenses					1,000,799	205,074
Vendor agreement
COMMITMENTS
Expenses per month		$ 500,000
Related Party per month already paid		200,000
Related Party Transaction Expenses From Transactions With Related Party Per Month not later than Month		50,000
Expenses per month upon execution of agreement		100,000
Merger agreement on submission		150,000
Additional payment on related party transaction		$ 950,000
Payment to retainer			$ 200,000
Amount of expenses charged						169,935
Prepaid expenses					30,065	$ 30,065
Expenses per month upon definitive agreement	$ 50,000
Additional business combination fees					489,030
Billed agreement					207,373
Accrued expenses					$ 281,657
Lock-Up Agreements
COMMITMENTS
Condition for future business combination use of proceeds percentage					50
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares					$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
Initial Public Offering
COMMITMENTS
Number of units sold \| shares				6,900,000
Price per share \| $ / shares				$ 10.00
Underwriting cash discount per unit \| $ / shares					$ 0.30
Underwriter cash discount					$ 2,070,000
Condition for future business combination use of proceeds percentage					80

SHAREHOLDERS' DEFICIT - Preference Shares (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
SHAREHOLDERS' DEFICIT
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0

SHAREHOLDERS' DEFICIT - Ordinary Shares (Details)	Sep. 30, 2024 Vote $ / shares shares	Dec. 31, 2023 $ / shares shares	Feb. 17, 2023 shares	Jan. 30, 2023 shares	Jan. 26, 2023 item	Aug. 31, 2021 shares
SHAREHOLDERS' DEFICIT
Number of classes of ordinary shares, redesignation of authorized share capital \| item					2
Number classes of ordinary shares redesignated \| item					1
Ordinary shares, shares authorized	220,000,000	220,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, votes per share \| Vote	1
Share dividend				0.2
Ordinary shares, shares issued	2,548,000	2,548,000
Ordinary shares, shares outstanding	2,548,000	2,548,000
Private Placement
SHAREHOLDERS' DEFICIT
Ordinary shares, shares outstanding	545,000
Representative Shares
SHAREHOLDERS' DEFICIT
Ordinary shares, shares outstanding	278,000
Representative Shares \| Over-allotment option
SHAREHOLDERS' DEFICIT
Number of shares no longer subject to forfeiture			33,000
Class A Subject To Possible Redemption
SHAREHOLDERS' DEFICIT
Ordinary shares subject to possible redemption (in shares)	3,881,692
Founder Shares
SHAREHOLDERS' DEFICIT
Share dividend						0.25
Ordinary shares, shares outstanding	1,725,000
Founder Shares \| Over-allotment option
SHAREHOLDERS' DEFICIT
Number of shares no longer subject to forfeiture			225,000
Founder Shares \| Sponsor
SHAREHOLDERS' DEFICIT
Ordinary shares, shares outstanding				1,725,000		1,437,500

SHAREHOLDERS' DEFICIT - Rights (Details)	9 Months Ended
SHAREHOLDERS' DEFICIT - Rights (Details)	Sep. 30, 2024 USD ($) shares
SHAREHOLDERS' DEFICIT
Number of ordinary shares for each right \| shares	0.1
Additional consideration required to be paid by a holder of rights in order to receive its additional shares	$ 0
Contractual penalties for failure to deliver securities to the holders of the rights	$ 0

SHAREHOLDERS' DEFICIT - Warrants (Details)	9 Months Ended
SHAREHOLDERS' DEFICIT - Warrants (Details)	Sep. 30, 2024 D $ / shares
Public Warrants
SHAREHOLDERS' DEFICIT
Public Warrants exercisable term after the completion of a Business Combination	30 days
Public Warrants expiration term	5 years
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Redemption price per Public Warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of Public Warrants	30 days
Share redemption trigger price for redemption of Public Warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of Public Warrants	20 days
Threshold consecutive trading days for redemption of Public Warrants \| D	30
Threshold number of business days before sending notice of redemption to warrant holders	3 days
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.20
Percentage of aggregate gross proceeds on total equity proceeds	60.00%
Threshold trading days for calculating volume weighted average trading price	20 days
Adjustment of exercise price of Public Warrants based on Market Value or the Newly Issued Price (as a percent)	115.00%
Adjustment of redemption trigger price based on Market Value or the Newly Issued Price (as a percent)	180.00%
Private Warrants
SHAREHOLDERS' DEFICIT
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of a Business Combination	30 days

SHAREHOLDERS' DEFICIT- Representative Shares and Representative Warrants (Details) - USD ($)					1 Months Ended	3 Months Ended	9 Months Ended
	Feb. 16, 2023	Oct. 28, 2021	Aug. 23, 2021	Jul. 28, 2020	Aug. 31, 2021	Mar. 31, 2023	Sep. 30, 2024	Feb. 17, 2023
SHAREHOLDERS' DEFICIT
Shares issued during period (in shares)						545,000
Offering price per Unit							$ 10.20
Aggregate consideration	$ 25,000					$ 5,450,000
Fair value per share								$ 10.20
Representative Shares
SHAREHOLDERS' DEFICIT
Fair value of shares accounted for as offering costs		$ 1,185,493
Aggregate fair value of shares issued		$ 1,185,493
Aggregate consideration							$ 100
Estimated fair value							$ 12,075
Fair value per share							$ 0.07
Representative Shares \| Over-allotment option
SHAREHOLDERS' DEFICIT
Number of shares no longer subject to forfeiture								33,000
Representative Shares \| EarlyBirdCapital and its designees
SHAREHOLDERS' DEFICIT
Number of shares forfeited					2,250
Number of shares issued, net of forfeited shares				97,750
Shares issued during period (in shares)		12,132		100,000
Offering price per Unit				$ 0.022
Aggregate consideration				$ 10.00
Estimated fair value				$ 2,151
Representative Shares \| I-Bankers Securities, Inc. and its designees
SHAREHOLDERS' DEFICIT
Aggregate fair value of shares issued			$ 1,019,993
Shares issued during period (in shares)		12,868	155,250		155,250		172,500
Offering price per Unit					$ 0.0001		$ 12.00
Aggregate consideration					$ 15.50
Fair value per share			$ 6.57
Representative Shares \| EarlyBirdCapital and I-Bankers Securities, Inc. and its designees
SHAREHOLDERS' DEFICIT
Aggregate fair value of shares issued		$ 165,500
Shares issued during period (in shares)		25,000
Offering price per Unit		$ 0.0001
Aggregate consideration		$ 2.50
Fair value per share		$ 6.62

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 43,355,649	$ 41,440,980
US Treasury Securities
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 43,355,649

FAIR VALUE MEASUREMENTS - Schedule of assets that are measured at fair value on a recurring basis (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Assets:
Investments held in Trust Account	$ 43,355,649	$ 41,440,980
Level 1
Assets:
Investments held in Trust Account	$ 43,355,649	$ 41,440,980

SUBSEQUENT EVENTS (Details) - USD ($)	Nov. 14, 2024	Nov. 10, 2023	Nov. 26, 2024	Oct. 30, 2024	Sep. 30, 2024	Sep. 22, 2024	Aug. 21, 2024	Mar. 31, 2024
SUBSEQUENT EVENTS
Deposit in trust account					$ 690,000
Number of shares redeemed		3,018,308
Aggregate amount		$ 31,900,000
Temporary equity redemption price per share		$ 10.57
Sponsor
SUBSEQUENT EVENTS
Deposit in trust account					$ 330,000	$ 30,000	$ 30,000	$ 136,923
Subsequent Events
SUBSEQUENT EVENTS
Deposit in trust account			$ 30,000
Number of shares redeemed	3,229,522
Aggregate amount	$ 36,300,000
Temporary equity redemption price per share	$ 11.24
Subsequent Events \| Sponsor
SUBSEQUENT EVENTS
Deposit in trust account				$ 30,000
Principal amount	$ 360,000
Amount received	$ 30,000
Amount received, per share	$ 0.046
Aggregate initial consummation of business combination value	$ 360,000

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