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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 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 001-41667

 TMT
Acquisition Corp
 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (IRS
 Employer

 Identification
 No.)

Lexington Avenue, Suite 2446

 New
York, NY 10170

 (Address
of principal executive offices and zip code)

 (347) 627-0058

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Units,
 each consisting of one ordinary share, $0.0001 par value, and one right entitling the holder to receive two-tenths of one ordinary
 share

 TMTCU

 The
 Nasdaq Stock Market LLC

 shares, par value $0.0001 per share

 TMTC

 The
 Nasdaq Stock Market LLC

 Rights,
 each right entitling the holder to receive two-tenths of one ordinary share

 TMTCR

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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 (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files). Yes No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the fi ling reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 As
of June 30, 2023, the aggregate market value of the Registrant's ordinary shares held by non-affiliates of the Registrant was $ 65,643,060,
computed by reference to the closing sales price for the ordinary shares on June 30, 2023, as reported on The Nasdaq Stock Market LLC.

 As
of April 11, 2024, there were 8,140,000
ordinary shares, par value $0.0001 per share, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TMT
Acquisition Corp

 TABLE
OF CONTENTS

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Statements and Supplementary Data

 Item
 9.

 Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive
 Compensation

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 CERTAIN
TERMS

 References
to the "Company," "our Company," "TMT," "our," "us," or "we"
refer to TMT Acquisition Corp, a blank check company incorporated on July 6, 2021, as a Cayman Islands exempted corporation and formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, which we refer to throughout this Annual Report on Form 10-K as our "initial business combination."
References to our "Sponsor" refer to 2TM Holding LP, a Delaware limited partnership. References to the "SEC"
are to the U.S. Securities and Exchange Commission. References to our "initial public offering" or "IPO" refer
to our initial public offering, which closed on March 30, 2023 (the "Closing Date"). References to "Public Shares"
are to shares of our ordinary shares sold as part of the units in our initial public offering. References to "public shareholders"
are to the holders of our Public Shares.

 SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS

 Certain
statements in this Annual Report on Form 10-K (this "Report" or "Annual Report") may constitute "forward
looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to,
statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future and
the statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations"
regarding our financial position, business strategy and the plans and objectives of management for future operations. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward looking statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar expressions
may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward
looking statements in this Annual Report on Form 10-K may include, for example, statements about:

 our
 ability to select an appropriate target business or businesses;

 our
 ability to complete our initial business combination;

 our
 expectations around the performance of the prospective target business or businesses;

 our
 success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
 combination;

 our
 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
 in approving our initial business combination;

 our
 potential ability to obtain additional financing to complete our initial business combination;

 our
 pool of prospective target businesses;

 the
 ability of our officers and directors to generate a number of potential acquisition opportunities;

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

 the
 use of proceeds not held in the trust account described below or available to us from interest income on the trust account balance;

 the
 trust account not being subject to claims of third parties;

 our
 financial performance; or

 the
 other risk and uncertainties discussed in "Item 1A. Risk Factors," elsewhere in this Annual Report on Form 10-K and in
 our other filings with the SEC.

 The
forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those
that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under "Part
I, Item 1A. Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may
be required under applicable securities laws.

 Certain disclosures and statements contained in this Annual Report on Form
10-K are based on the possibility that the eLong Power Business Combination (as defined below) is not consummated. As previously disclosed
in the Company's Current Reports on Forms 8-K filed on December 4, 2023 and February 29, 2024, on December 1, 2023, we entered into
an Agreement and Plan of Merger and Reorganization (the "Original Merger Agreement"), by and among TMT, TMT Merger Sub, Inc.,
a Cayman Islands exempted company and a wholly-owned subsidiary of the SPAC ("TMT Merger Sub"), and ELong Power Holding Limited,
a Cayman Islands exempted company ("eLong Power"). On February 29, 2024, we entered into an Amended and Restated Agreement
and Plan of Merger (the "A&R Merger Agreement"), dated February 29, 2024, by and among TMT, eLong Power, and ELong Power
Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of eLong Power ("Merger Sub"), which replaced TMT Merger
Sub as a party. The A&R Merger Agreement was entered into to modify the structure of the Merger (as defined below) as described below,
while the overall economic terms of the eLong Power Business Combination contained in the Original Merger Agreement remain unchanged.
The A&R Merger Agreement provides that, among other things and upon the terms and subject to the satisfaction of certain customary
conditions, the Merger shall be consummated (together with the other agreements and transactions contemplated by the A&R Merger Agreement
(the "eLong Power Business Combination"), and in accordance with the Cayman Companies Act, as amended) in accordance with
the terms and conditions as further specified under the section entitled " Initial Business Combination " below.

 PART
I

 Item
1. Business Overview.

 We
are a Cayman Islands company incorporated on July 6, 2021, as an exempted company with limited liability. We chose to incorporate in
the Cayman Islands due to (i) its tax-neutrality, which allows international transactions to be structured efficiently without an additional
layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction,
the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements.

 We
were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more businesses or entities, which we refer to as a "target business."

 In the event the eLong Power Business Combination is not consummated, we
will continue to identify a prospective target business. Our efforts
to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus
in Asia. We may consummate a business combination with an entity located in China (including Hong Kong and Macau). However, we will not
consummate our initial business combination with an entity or business with China operations consolidated through a VIE structure. As
a result, this may limit the pool of acquisition candidates we may acquire in China, in particular, due to the relevant PRC laws and
regulations against foreign ownership of and investment in certain assets and industries, known as restricted industries, which include
but are not limited to, for example, value added telecommunications services (except for e-commerce, domestic multiparty communications,
store-and-forward services, and call centers). Further, due to the fact that a majority of our executive officers and directors are located
in or have significant ties to China, it may make us a less attractive partner to certain potential target businesses, including non-China-
or non-Hong Kong-based target companies, and such perception may potentially limit or negatively impact our search for an initial business
combination or may therefore make it more likely for us to consummate a business combination with a company based in or having the majority
of its operations in the PRC and/or Hong Kong.

 We
may retain all of our available funds and any future earnings following a business combination to fund the development and growth of
our business. As a result, we may not expect to pay any cash dividends in the foreseeable future.

 We
believe our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that our professional
contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial
and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach
of our affiliates, will enable us to pursue a broad range of opportunities. Our management believes that its collective ability to identify
and implement value creation initiatives has been an essential driver of past performance and will remain central to its differentiated
acquisition strategy.

 Initial
Public Offering and Private Placement

 In
August 2021, the Company issued an aggregate of 1,437,500 ordinary shares, as Founder Shares, to the Sponsor for an aggregate purchase
price of $25,000, or approximately $0.017 per share. In January 2022, the Sponsor acquired an additional 287,500 Founder Shares for no
additional consideration, resulting in the Sponsor holding an aggregate of 1,725,000 ordinary shares, or approximately $0.014 per share.
In addition, 225,000 of such Founder Shares were forfeited as the underwriters' over-allotment option in the Company's initial
public offering was not exercised.

 On
March 30, 2023, the Company consummated its initial public offering (the "IPO") of 6,000,000 units (the "Units").
Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the "Ordinary Shares") and one right
to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company's initial business combination. The Units
were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $60,000,000. The Company also granted the underwriters
a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, if any.

 Simultaneously
with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the "Private Placement")
of 370,000 Units (the "Placement Units"), each Placement Unit consisting of one Ordinary Share and one right, to the Sponsor
at a price of $10.00 per Placement Unit, generating total proceeds of $3,700,000. The issuance of the Placement Units was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 A
total of $61,200,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established
for the benefit of the Company's public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as
trustee.

 Our
management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are
held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating
a business combination and working capital.

 Since
our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have
no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities
and loans from the Sponsor and other parties to fund our operations.

 On
April 27, 2023, the Company announced that holders of the Company's units may elect to separately trade the ordinary shares and
rights included in its units, commencing on or about May 1, 2023. The ordinary shares and rights are expected to trade on the Nasdaq
Global Market ("Nasdaq") under the symbols "TMTC" and "TMTCR," respectively. Units not separated
will continue to trade on Nasdaq under the symbol "TMTCU." Holders of units will need to have their brokers contact the Company's
transfer agent, Continental Stock Transfer & Trust Co., in order to separate the holders' Units into ordinary shares and rights.

 On December 1, 2023, we entered into the Original
Merger Agreement, by and among TMT, TMT Merger Sub, and eLong Power. On February 29, 2024, we entered into the A&R Merger Agreement,
by and among TMT, eLong Power, and Merger Sub, which replaced TMT Merger Sub as a party. The A&R Merger Agreement was entered into
to modify the structure of the Merger as described below, while the overall economic terms of the eLong Power Business Combination contained
in the Original Merger Agreement remain unchanged.

 The A&R Merger Agreement provides that, among other things and upon the terms and subject to the satisfaction
of certain customary conditions, the eLong Power Business Combination shall be consummated in accordance with the terms and conditions
 as further specified under the section entitled " Initial
Business Combination " below.

 COMPETITIVE
ADVANTAGES

 Leadership
of an Experienced Management Team and Board of Directors

 Our
management team is led by our Chief Executive Officer and Chairman of our Board of Directors, Dr. Dajiang Guo, our Chief Financial Officer,
Dr. Jichuan Yang, and our Independent Directors, Messrs. James Burns, Christopher Constable, and Kenan Gong. A majority of our management team
are United States citizens.

 Dr.
Dajiang Guo, Ph. D., our Chief Executive Officer and Chairman, serves as a Managing Director at Revere Securities LLC. Dr. Guo served
as a Partner at Tiger Securities, leading the development of the institutional securities business of investment banking, sales and trading
from 2019 to 2021. From 2017 to 2019, Dr. Guo served as a Partner at China Bridge Capital, an independent China focused investment bank
with expertise in M&A, fund management, real estate and distressed opportunities. From 2016 to 2017, he served as the Chief Strategy
Officer at China Renaissance, where he was responsible for strategic planning, international expansion, and strategic investments. Dr.
Guo served as the CEO of CITIC Securities International USA, COO at CITICS Investment Banking Division, and Head of CITICS Strategy and
Planning, from 2011 to 2016. He has also held several executive positions at CICC HK/US from 2009 to 2011. Before venturing into cross
border financial services, Dr. Guo worked more than ten years for Citigroup Global Markets from 2004 to 2009, RBS Greenwich Capital Markets
from 2001 to 2004, and the Centre Re of Zurich Financial Services from 1996 to 2001, where he specialized in securitization and derivatives.
Dr. Guo also taught at the College of Insurance and the University of Guelph as an assistant professor and has published numerous academic
articles in peer-reviewed financial journals. Dr. Guo received his Ph. D. in Financial Economics from the University of Toronto. He is
a CFA Charter holder. Dr. Guo is a United States citizen and resident.

 Dr.
Jichuan Yang, Ph. D., our Chief Financial Officer, serves as the Chairman Special Advisor at Sanya International Asset Exchange since
2021, as an Advisory Board Member at Qinghua PBCSF China Finance Policy Study since 2020, as an independent director at Shanghai GuoSheng
Industrial Transformation Investment Fund since 2019, and as a board member at Cyan Bank Investments since 2017. From 2015 to 2020, Dr.
Yang served as the CEO of HFAX, a division of Sunshine Insurance Group and, from 2013 to 2015, the Deputy General Manager and Chief Product
Officer of LUFAX Holding Ltd (NYSE: LU) in the fintech and inclusive finance industry. From 2010 to 2013, Dr. Yang was the Head of Strategic
Planning at Citic Securities. From 2005 to 2008, Dr. Yang was Co-Founder and Co-Managing Member of the Hong Kong office of Wachovia Securities.
Dr. Yang received his Ph. D. in Applied Mathematics from Brown University and his B.S. in Applied Mathematics from Tsinghua University.
Dr. Yang is a United States citizen and currently resides in China for business purposes.

 Mr.
James Burns, our director, has had a distinguished career in the energy sector, and brings a wealth of management, business
development and financial knowledge to the Company. Since May 2023, he serves as a consultant of the Government of Brunei. He has
served as the Chairman of Hearthstone Capital since 2021. From 2021 to 2023, Mr. Burns served as the independent director of Bon
Natural Life, Ltd. (Nasdaq: BON). From 2017 through 2018, Mr. Burns was President of Petrolia Energy Corporation (OTCQB: BBLS), an
international oil and gas company, where he structured the organization for growth and compliance to acquire and integrate new
acquisitions. Since 2018, Mr. Burns has served as the director of Petrolia Energy Corporation (OTCQB: BBLS). From 2014 to 2016, he
served as President of Transfuels (dba BLU LNG), ENN's N.A. investment arm, where he oversaw the improvement of the
company's net income. In 2014, Mr. Burns served as President of Fortress Energy Partners, a division of Fortress Investment
Group (NYSE: FIG), where he was responsible for creating and overseeing FIG's first entrance into the energy sector, an LNG
plant in Clearwater, Florida, and laying the groundwork for both domestic and international projects. From 2009 to 2014, he was
General Manager of Clean Energy & Innovation/LNG for Transport for Shell Americas, the Americas division of Royal Dutch Shell
(NYSE: RDS) At Shell, he created and oversaw the company's small-scale LNG business. From 2006 to 2009, Mr. Burns served as
Business Development Manager for Shell Gas & Power, a global division of Royal Dutch Shell focused on natural gas and liquified
natural gas. In that position, he led Shell's Coal/Biomass to Liquids efforts in the Americas. From 2002 to 2006, he served as
Global LNG Finance Advisor for Shell Gas & Power, where he provided financial and commercial advice on global LNG commercial
agreements, including shipping deals. From 1999 to 2002, Mr. Burns served as Business Development Manager and Portfolio Manager at
Shell Pipeline, where he led numerous acquisition and divestment projects including joint venture buyouts, company acquisitions, and
asset sales and purchases. From 1998 to 1999, he served as Business Development Advisor and Finance Manager at Equilon (a Texaco
& Shell Joint Venture combining the two entities U.S. downstream assets). In that position, he performed business development
duties such as contract negotiations and project management, and coordinated and supervised all accounting, finance and
administrative personnel in the region. From 1996 to 1998, Mr. Burns served as Revenue Manager for Texaco Exploration and
Production, N.A., a division of Texaco. From 1990 to 1996, he served as a Crude Oil Trading Accountant at ARCO Long Beach, Inc., a
division of Atlantic Richfield.

 Mr.
Burns is currently Chairman of the board of Petrolia Energy Corporation (OTCQB: BBLS). He has previously served as an independent
member of the board of directors of Playmaker IQ, a technology company focused on e-learning and workforce productivity, a member of
the Energy Council of the Houston Angel Investors and a director of Transfuels, the North American investment arm of ENN Energy
Holdings Limited (SEHK:2688). Mr. Burns holds an Executive MBA from the University of Houston and a B.S. in Business Administration
from California State University. Mr. Burns is a United States citizen and resident. Mr. Burns was nominated to serve as a director
due to his management, business development, and financial management expertise.

 Mr.
Christopher Constable, our director, is an experienced financial executive, with extensive experience in accounting and financial
management. Since 2023, Mr. Constable has served as the Chief Financial Officer of Whole Fish TopCo, LLC. From 2020 to 2023, Mr.
Constable served as the Chief Executive Officer and a board member of Brownie's Marine Group, Inc. (OTC: BWMG), a manufacturer
of surface supplied air diving equipment. At Brownie's, he was responsible for all areas of the company, including operations,
sales, and finance. From 2021 to 2023, he served as the directors and chairman of the audit committee
of Bon Natural Life, Ltd. (Nasdaq: BON), a manufacturer of natural additives for foods and fragrances. From 2003 to
2020, Mr. Constable served as the CFO of Blue Star Foods Corp. (OTC: BSFC), an international seafood company that imports, packages
and sells refrigerated pasteurized crab meat and other premium seafood products. From 1999 to 2003, Mr. Constable was a Consultant
to Gateway Capital Corporation, where he provided new business and workout services to large lending institutions in the U.S. At
Gateway Capital, he analyzed the financial and reporting capabilities of prospective lending customers for lines of credit,
consulted with small to medium sized businesses to prepare them for sourcing working capital from major banks, and restructured and
implemented the accounting and finance functions for businesses with revenues from $15 million to $200 million in industries from
manufacturing to telecommunications. Mr. Constable holds a B.S. in Finance with a Minor in Accounting from the Merrick School of
Business at the University of Baltimore. Mr. Constable was nominated to serve as a director due to his operations, accounting, and
financial management expertise. Mr. Constable is a United States citizen and resident.

 Dr.
Kenan Gong, Ph. D., our director, is a seasoned professional with over 10 years of working experience in R&D, management and investment
in the material science industry. In addition, Dr. Gong has a significant academic background in the material sciences. Since March 2019,
Dr. Gong has served as the Vice President and Managing Director of Strategic Investment at Levima Advanced Materials Co., Ltd (SZSE:003022),
a member company of Legend Holdings (SEHK:3396) and a public company listed on the Shenzhen Stock Exchange in China. Dr. Gong is also
a member of the Board of Directors of Jiangxi Keyuan Bio-Material Co., Ltd and Suzhou Thinkre New Material Co., Ltd. From 2009 to 2011,
Dr. Gong served as manager in charge of research and development and Director of the R&D Center at China XD Plastics Company Co.,
Ltd., a public company engaged in the research, development, manufacture and sale of modified plastics for automotive applications. In
addition, he acted as a general manager of the national level enterprise technology center owned by China XD Plastics Company Co., Ltd.
and Secretary from 2012 to 2013. Before joining China XD Plastics Company Co., Ltd., Dr. Gong was the manager of the postdoctoral laboratory
at University College London from July 2007 to July 2009. He was a teaching assistant from May 2005 to December 2005 and a postdoctoral
researcher from April 2006 to June 2007 at Queen Mary University of London. Dr. Gong received his Ph. D. and Master's degree in
Material Science from Queen Mary University of London. He holds a B.S. degree in Material Science from Harbin Institute of Technology.
Dr. Gong was nominated to serve as a director due to his management and R&D expertise. Dr. Gong is a PRC citizen and resident.

 Established
Deal Sourcing Network

 We
believe our management team's strong track record will provide us with access to high quality companies. In addition, we believe
we, through our management team, have contacts and sources from which to generate acquisition opportunities and possibly seek complementary
follow-on business arrangements. These contacts and sources include those in government, private and public companies, private equity
and venture capital funds, investment bankers, attorneys and accountants.

 Status
as a Publicly Listed Acquisition Company

 We
believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed
company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target
businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional
initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which
would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders
(if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriter's ability to complete the offering, as well as general market conditions that could
prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional
means of creating management incentives that are better aligned with shareholders' interests than it would as a private company.
It can offer further benefits by augmenting a company's profile among potential new customers and vendors and aid in attracting
talented management staffs.

 With
respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) of success
with respect to any business combination we may consummate or (ii) in the event the eLong Power Business Combination is not
consummated, that we will be able to identify another suitable candidate for our initial business combination. Potential investors should
not rely upon the historical record of our management as indicative of future performance.

 Some
of our executive officers and directors are located in or have significant ties to China. As a result, it may be difficult for investors
to effect service of process within the United States on our company, executive officers and directors, or enforce judgments obtained
in the United States courts against our company, executive officers and directors.

 BUSINESS
STRATEGIES

 We
will seek to capitalize on the strength of our management team. Our team consists of experienced financial services, accounting and legal
professionals and senior operating executives of companies operating in multiple jurisdictions. Collectively, our officers and directors
have decades of experience in mergers and acquisitions and operating companies. We believe we will benefit from their accomplishments,
and specifically, their current activities, in identifying attractive acquisition opportunities. However, there is no assurance that
we will complete a business combination. Our officers and directors have no prior experience consummating a business combination for
a "blank check" company. We believe that we will add value to these businesses primarily by providing them with access to
the U.S. capital markets.

 In
the event the eLong Power Business Combination is not consummated, we will continue to seek a target business. There is no
restriction in the geographic location of targets we can pursue, although we intend to continue to prioritize Asia. We may
consummate a business combination with an entity located in China (including Hong Kong and Macau). However, we will not consummate
our initial business combination with an entity or business with China operations consolidated through a VIE structure. In
particular, in the event the eLong Power Business Combination is not consummated, we intend to continue to focus our search for an initial
business combination on private companies in Asia that have compelling economics and clear paths to positive operating cash flow,
significant assets, and successful management teams that are seeking access to the U.S. public capital markets.

 As
an emerging market, Asia has experienced remarkable growth. The Asian economy experienced sustained expansion in recent years. We believe
that Asia is entering a new era of economic growth, which we expect will result in attractive initial business combination opportunities
for us. We believe the growth will primarily be driven by private sector expansion, technological innovation, increasing consumption
by the middle class, structural economic and policy reforms and demographic changes.

 ACQUISITION
CRITERIA

 Our
management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing
of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions.
We have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses.
While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines
should we see justification to do so.

 Strong
 management team that can create significant value for target business. We will seek to
 identify companies with strong and experienced management teams that will complement the
 operating and investment abilities of our management team. We believe we can provide a platform
 for the existing management team to leverage the experience of our management team. We also
 believe that the operating expertise of our management team is well suited to complement
 the target's management team.

 Revenue
 and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue
 and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction
 and synergistic follow-on acquisitions resulting in increased operating leverage.

 Potential
 for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong,
 stable and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital
 and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

 Benefit
 from Being a Public Company. We intend to only acquire a business or businesses that will benefit from being publicly traded
 and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly
 traded company.

 This
criteria does not intend to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our Sponsor and
management team may deem relevant. In the event that we decide to enter into an initial business combination with a target business that
does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of proxy
solicitation or tender offer materials, as applicable, that we would file with the U.S. Securities and Exchange Commission, or the SEC.

 Permission
Required from the Chinese Authorities for a Business Combination

 The
Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the "M&A Rules"), adopted by six
PRC regulatory agencies in 2006 and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas
listing of securities in a PRC company to obtain the approval of the China Securities Regulatory Commission (the "CSRC")
prior to the listing and trading of such special purpose vehicle's securities on an overseas stock exchange. However, substantial
uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

 Recently,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the Opinions on Strictly Cracking Down on Illegal Securities Activities According to Law (the "Opinions"), which call for
strengthened regulation over illegal securities activities and supervision on overseas listings by China-based companies and propose
to take effective measures, such as promoting the development of relevant regulatory systems to deal with the risks and incidents faced
by China-based overseas-listed companies.

 On
February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies
(the "Trial Administrative Measures"), which became effective on March 31, 2023. The Trial Administrative Measures further
stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. If we consummate our initial
business combination with a target business based in and primarily operating in China, the target company and/or combined company may
be required to go through the filing procedure to satisfy the filing requirements. We cannot assure you that we will be able to complete
such process on time, which could adversely affect our potential business combination with a PRC operating business and the business,
financial condition and results of operations of the combined company.

 We
currently do not hold any equity interest in any PRC company or operate any business in China. Therefore, we do not believe we are required
to obtain any permission from any PRC governmental authorities to operate our business as currently conducted or to conduct our IPO and
offer securities to foreign investors. As of the date of this Annual Report, we and our directors and officers have not applied for or
received any permission or approvals for our search for an initial business combination target company. We have been closely monitoring
regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas
listings, including a potential business combination with a target business based in and primarily operating in China. As of the date
of this Annual Report, we have not received any inquiry, notice, warning, sanctions or regulatory objection from the CSRC or any other
governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory
requirements related to overseas securities offerings and other capital markets activities. If it is determined in the future that the
approval of the CSRC, The Cyberspace Administration of China (the "CAC") or any other regulatory authority is required, we
or our post-business combination company may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies
may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations
in China, delay or restrict the repatriation of the proceeds from our IPO into China or take other actions that could have a material
adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities.

 In
addition, although our offices are located in United States, a majority of our directors and officers are based in or have significant
ties to China. As a result, we and/or our directors and officers who are based in or have significant ties to China may be subject to
certain risks relating to regulatory oversight by the PRC government. In particular, changes in the policies, regulations, rules, and
the enforcement of laws of the PRC government may be adopted quickly with little advance notice. The Chinese government may also intervene
or influence our search for a target business or the completion of an initial business combination at any time through our directors
and officers who are based in or have significant ties to China. This could significantly and negatively impact our search for a target
business and/or the value of the securities we are offering for sale.

 Funds
Flow to and from our Potential PRC Subsidiaries (Post Business Combination)

 If
we decide to consummate our initial business combination with a target business based in and primarily operating in China, such as
eLong Power, or, in the event the eLong Power Business Combination is not consummated, another target business primarily operating
in China, the combined company whose securities will be listed on a U.S. stock exchange may make capital contributions or extend
loans to its PRC subsidiaries through intermediate holding companies subject to compliance with relevant PRC foreign exchange
control regulations. The combined company may rely on dividends and other distributions from the PRC subsidiaries of the combined
company to provide it with cash flow and to meet its other obligations. After the business combination, the combined company's
ability to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends or other
distributions paid by its PRC subsidiaries which are entitled to substantially all of the economic benefits. Under PRC laws and
regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise transferring any of
their net assets to offshore entities. In particular, under the current PRC laws and regulations in effect at the time of this
Annual Report, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under
Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other
reserves required to be made. A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain
statutory reserve funds (up to an aggregate amount equal to half of its registered capital). Entities in China may also be required
to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if
any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to
increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve
funds are not distributable as cash dividends except in the event of liquidation. As a result, the combined company's PRC
subsidiaries may not have sufficient distributable profits to pay dividends to the combined company.

 Furthermore,
if certain procedural requirements are satisfied, the payment in foreign currencies on current account items, including profit distributions
and trade and service related foreign exchange transactions, can be made without prior approval from State Administration of Foreign
Exchange (the "SAFE") or its local branches. However, where RMB is to be converted into foreign currency and remitted out
of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with
competent government authorities or its authorized banks is required. The PRC government may take measures at its discretion from time
to time to restrict access to foreign currencies for current account or capital account transactions. If the foreign exchange control
regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies to satisfy their foreign
currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans in foreign currencies
to their offshore intermediary holding companies and ultimately to the combined company. In addition, exchange controls that exist in
the PRC may restrict or prevent us from acquiring a target company in the PRC and limit our ability to utilize our cash flow effectively
following a business combination, which may limit our ability to complete the most desirable business combination available to us or
optimize our capital structure. If we are unable to complete our initial business combination, our public shareholders may receive only
approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our rights will expire
worthless. Thus, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption
until we liquidate or you are able to sell your share in the open market. We cannot assure you that new regulations or policies will
not be promulgated in the future, which may further restrict the remittance of RMB into or out of the PRC. We cannot assure you, in light
of the restrictions in place, or any amendment to be made from time to time, that the PRC subsidiaries of the combined company will be
able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends
outside of the PRC.

 As
an offshore holding company, if we acquire a target company that operates its business in China, we may use the proceeds of our offshore
fund-raising activities to provide loans or make capital contributions to the PRC subsidiaries of the combined company, in each case
subject to applicable regulatory requirements. The PRC subsidiaries may pay dividends to us out of their retained earnings. As of the
date of this Annual Report, we have not made any dividends or distributions to our shareholders. We do not intend to distribute earnings
or settle amounts owed until after the closing of the business combination.

 The
following illustrative table shows the post-business combination funds flow of the Company to the extent that the Company will acquire
a company based in the PRC through direct equity investment:

 Note:

 (1)

 We
 may transfer funds to the target (PRC-based operations company) through an increase in the registered capital of or a shareholder
 loan to the target (PRC-based operations company). The target (PRC-based operations company) may in turn make distributions or pay
 dividends to us.

 Initial
Business Combination

 As previously disclosed in the Company's Current Reports on Forms 8-K filed on December 4, 2023 and February
29, 2024, on December 1, 2023, we entered into the Original Merger Agreement, by and among TMT, TMT Merger Sub, and eLong Power. On February
29, 2024, we entered into the A&R Merger Agreement, by and among TMT, eLong Power, and Merger Sub, which replaced TMT Merger Sub as
a party. The A&R Merger Agreement was entered into to modify the structure of the Merger as described below, while the overall economic
terms of the eLong Power Business Combination contained in the Original Merger Agreement remain unchanged.

 The A&R Merger Agreement provides that, among other things and upon the terms and subject to the satisfaction
of certain customary conditions, the following transactions will occur as contemplated by the A&R Merger Agreement and in accordance
with the Cayman Companies Act, as amended:

 (i)

 Merger
 Sub will merge with and into the TMT, the separate corporate existence of Merger Sub will cease, and TMT will be the surviving corporation
 and a wholly-owned subsidiary of eLong Power (the "Merger");

 (ii)

 Immediately
 prior to the effective time of the Merger (the "Effective Time"), eLong Power will effect a reverse share split of eLong
 Power's Class A ordinary shares, par value $0.00001 per share (the "eLong Power Class A Ordinary Shares"), and
 eLong Power's Class B ordinary shares, par value $0.00001 per share (the "eLong Power Class B Ordinary Shares",
 together with the eLong Power Class A Ordinary Shares, the "eLong Power Ordinary Shares"), such that, immediately thereafter,
 eLong Power will have forty-five million (45,000,000) eLong Power Ordinary Shares, issued and outstanding, comprising thirty-nine
 million four hundred seventeen thousand seventy-eight (39,417,078) eLong Power Class A Ordinary Shares and five million five hundred
 eighty-two thousand nine hundred twenty-two (5,582,922) eLong Power Class B Ordinary Shares issued and outstanding, less the number
 of shares reserved for issuance upon exercise of the eLong Power Warrants (as defined below). The ratio of the reverse share split
 is based on a valuation of eLong Power of four hundred fifty million U.S. Dollars ($450,000,000). Immediately prior to the Effective
 Time, each of TMT's units will automatically separate and each of the TMT rights will automatically convert into two-tenths
 (2/10) of one (1) TMT ordinary share (a "TMT Ordinary Share").

 (iii)

 Upon
 consummation of the Merger ("Closing"), among other things, eLong Power will acquire each outstanding TMT Ordinary Share
 (other than shares owned by TMT and dissenting shares) in exchange for eLong Power Class A Ordinary Shares on a one-for-one basis
 (the "Merger Consideration"). Accordingly, our shareholders will become shareholders of eLong Power upon consummation
 of the Merger.

 (iv)

 The
 eLong Power Class B Ordinary Shares are held by one shareholder of eLong Power (the "Majority Shareholder"). The Majority
 Shareholder has the right to receive additional contingent consideration of up to nine million (9,000,000) eLong Power Class A Ordinary
 Shares (the "Earnout"). At the Effective Time, the shares underlying the Earnout (the "Earnout Shares"),
 shall be issued and held in escrow and will be released to the Majority Shareholder if and to the extent certain revenue-based milestones
 are achieved by the combined company and its subsidiaries during calendar years 2024 and 2025. In addition, the Majority Shareholder
 will be entitled to receive the Earnout Shares in the event there occurs any transaction resulting in a change of control during
 the period of time that the Earnout Shares are held in escrow.

 (v)

 Three
 hundred thousand (300,000) of the Majority Shareholder's eLong Power Class B Ordinary Shares will be held in escrow for two
 (2) years after the closing of the Business Combination (the "Closing Date") as security for certain indemnification
 obligations of eLong Power.

 (vi)

 eLong
 Power currently has outstanding warrants (the "eLong Power Warrants"), some of which may not be able to be exercised
 prior to the Closing Date as certain commercial and regulatory approvals needed in the People's Republic of China for such
 holders of eLong Power Warrants may not have been received. For that reason, if there are eLong Power Warrants outstanding one (1)
 business day prior to the Closing, eLong Power will reserve the number of eLong Power Class A Ordinary Shares that will be issuable
 pursuant to the eLong Power Warrants once exercised.

 We
intend to consummation the eLong Power Business Combination as soon as reasonably practicable.

 Nasdaq
rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market
value equal to at least 80% of the balance in the trust account (less any taxes payable on interest earned) at the time of our signing
a definitive agreement in connection with our initial business combination. If our Board of Directors is not able to independently determine
the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or
another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

 On
February 27, 2024, we issued a promissory note in the principal amount of up to $200,000 to elong Power (the "Extension Note"),
evidencing our indebtedness with respect to the Contributions. The amount of each Contribution will not bear interest to the Sponsor
as a loan and will be repayable by the Company to the Sponsor or its designees upon consummation of the business combination.

 If
we are unable to consummate an initial business combination within such time period, we will, as promptly as reasonably possible but
not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including any interest earned on the funds held in the trust account (net
of interest that may be used by us to pay our taxes payable and for dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any), subject to applicable law and as further described herein, and then seek to dissolve
and liquidate.

 We
anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares
will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete
such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than
one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

 Competition

 In
the event the eLong Power Business Combination is not consummated, we will continue to seek a target business. In identifying,
evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other
entities having a business objective similar to ours, including other blank check companies, private equity groups, venture capital,
funds leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established
and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of
these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the
acquisition of a target business. Furthermore, the requirement that, so long as our securities are listed on Nasdaq, we acquire a
target business or businesses having a fair market value equal to at least 80% of the value of the trust account (less any deferred
underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released to us for taxes)
at the time of the agreement to enter into the business combination, our obligation to pay cash in connection with our public
shareholders who exercise their redemption rights, and our outstanding rights and the potential future dilution they represent, may
not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in
successfully negotiating our initial business combination.

 If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target
business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

 Our
Investment Process

 In
evaluating a prospective target business, we expect to conduct a thorough due diligence review, which will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other
information that will be made available to us. We will also utilize our operational and capital planning experience. Due to the relationships
among our Sponsor, management team and their respective affiliates, we believe that we will have the capacity to appropriately source
opportunities, and to conduct critical business, financial and other analyses of prospective target businesses ourselves, and accordingly,
relative to other blank check companies, we believe we have less reliance on unaffiliated third parties to provide such key elements
of the investment process.

 Each
of our directors and officers presently has, and in the future any of our directors and officers may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes
aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,
he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,
and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will
provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity
offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers
would materially undermine our ability to complete our business combination. See "Directors, Executive Officers and Corporate Governance
— Conflicts of Interest".

 Sourcing
of Potential Business Combination Targets

 We
believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships
they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets.
These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network
has grown through sourcing, acquiring and financing businesses, relationships with sellers, financing sources and target management teams
and experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts
and relationships will provide us important sources of investment opportunities. In addition, we anticipate that target business candidates
may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and
large business enterprises seeking to divest noncore assets or divisions.

 Our
acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to
the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as
other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial
business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business
does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in
this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors,
or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event
we seek to complete an initial business combination with a target that is affiliated with our Sponsor, officers or directors, we, or
a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent firm
that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such
an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion
in any other context.

 Unless
we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the
fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking
firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an
independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion
is obtained, our shareholders will be relying on the judgment of our Board of Directors, who will determine fair market value based on
standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy
solicitation materials, as applicable, related to our initial business combination.

 As
more fully discussed in "Directors, Executive Officers and Corporate Governance — Conflicts of Interest," if any of
our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to
which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under
Cayman Islands law. All of our officers currently have certain relevant fiduciary duties or contractual obligations that may take priority
over their duties to us.

 Other
Acquisition Considerations

 Members
of our management team may directly or indirectly own our ordinary shares and/or private placement units following our IPO, and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating
a particular business combination if the retention or resignation of any such officers and directors was included by a target business
as a condition to any agreement with respect to our initial business combination.

 Our
Sponsor, officers and directors have agreed not to become an officer or director of any other special purpose acquisition company with
a class of securities registered under the Exchange Act, until we have entered into a definitive agreement regarding our initial business
combination or we have failed to complete our initial business combination within 12 months after the closing of our IPO (or up to 21
months from the closing of our IPO if we extend the period of time to consummate a business combination by the full amount of time).

 Status
as a Public Company

 We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we
offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In
this situation, the owners of the target business would exchange their shares of stock in the target business for our shares or for a
combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are
various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain
and cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering,
there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent
in connection with a business combination with us.

 Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriters' ability to complete the offering, as well as general market conditions, which could
delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and
an additional means of providing management incentives consistent with shareholders' interests. It can offer further benefits by
augmenting a company's profile among potential new customers and vendors and aid in attracting talented employees.

 While
we believe that our structure and our management team's backgrounds will make us an attractive business partner, some potential
target businesses may have a negative view of us since we are a blank check company, without an operating history, and there is uncertainty
relating to our ability to obtain shareholder approval of our proposed initial business combination and retain sufficient funds in our
trust account in connection therewith.

 We
are an "emerging growth company," as defined in the JOBS Act. We will remain an emerging growth company until the earlier
of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual
gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior December 31, and (2) the date on which we
have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 Additionally,
we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates equals or exceeds $250 million as of the end of the second fiscal quarter of such fiscal year, or (2) our annual
revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates
equals or exceeds $700 million as of the end of the second fiscal quarter of such fiscal year.

Position

 With
funds available for a business combination initially in the amount of approximately $63,460,478, before fees and expenses associated with
our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners,
providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt
ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be
paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and
there can be no assurance it will be available to us.

 Effecting
Our Initial Business Combination

 We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our IPO. We intend
to effectuate our initial business combination using cash from the proceeds of our IPO and the private placement of the private placement
units, our shares, debt or a combination of these as the consideration to be paid in our initial business combination. In the event the eLong Power Busienss Combination is not consummated, we may seek to
complete our initial business combination with a company or business that may be financially unstable or in its early stages of development
or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject us to the numerous
risks inherent in such companies and businesses.

 If
our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account
are used for payment of the consideration in connection with our initial business combination or used for redemptions of our ordinary
shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance
or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing
our initial business combination, to fund the purchase of other companies or for working capital.

 We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the
amounts held in the trust account.

 In
the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy
materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder
approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our
initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect
to raising any additional funds through the sale of securities or otherwise.

 Selection
of a target business and structuring of our initial business combination

 Nasdaq
rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market
value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest
earned) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value
of the target or targets will be determined by our Board of Directors based upon one or more standards generally accepted by the financial
community, such as discounted cash flow valuation or value of comparable businesses. Our shareholders will be relying on the business
judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market
value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used
will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

 If
our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion
from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company
we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase
multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management
will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will
not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

 In
any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities
of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business
or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be
valued for purposes of the 80% of net assets test. There is no basis for investors in our IPO to evaluate the possible merits or risks
of any target business with which we may ultimately complete our initial business combination.

 To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.

 In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,
legal and other information which will be made available to us.

 The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs
associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in
our incurring losses and will reduce the funds we can use to complete another business combination.

 Lack
of business diversification

 For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of
diversification may:

 subject
 us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the
 particular industry in which we operate after our initial business combination; and

 cause
 us to depend on the marketing and sale of a single product or limited number of products or services.

 Limited
ability to evaluate the target's management team

 Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, our assessment of the target business's management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible
that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely
that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure
you that members of our management team will have significant experience or knowledge relating to the operations of the particular target
business.

 We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
combination.

 Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that such additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.

 Shareholders
may not have the ability to approve our initial business combination

 In
connection with the eLong Power Business Combination, we intend to seek shareholder approval to approve the Merger. However, in the
event the eLong Power Business Combination is not consummated and we locate another suitable target business, we may conduct
redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our second amended
and restated memorandum and articles of association to approve an alternative business combination. However, we will seek shareholder approval if it is required by law or
applicable stock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.

 Under
the Nasdaq's listing rules, shareholder approval would be required for our initial business combination if, for example:

 we
 issue ordinary shares that will be equal to or in excess of 20% of the number of ordinary shares then outstanding (other than in
 a public offering);

 any
 of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons
 collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise
 and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or
 voting power of 5% or more; or

 the
 issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

 Permitted
purchases of our securities

 In
the event we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase
shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business
combination. There is no limit on the number of shares such persons may purchase. However, they have no current commitments, plans or
intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our
Sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote relating
to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction.
None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when
they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation
M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record
holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent
to the consummation of our IPO, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares
during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with
our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule
10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending
on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not
necessary.

 In
the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from
public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke
their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer
subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the
Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the
purchasers will comply with such rules.

 The
purpose of such purchases would be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise
not be met. This may result in the completion of our initial business combination that may not otherwise have been possible. Any such
purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such
reporting requirements.

 In
addition, if such purchases are made, the public "float" of our ordinary shares may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our
securities on a national securities exchange. However, in the event our Sponsor, directors, officers, advisors or their affiliates were
to purchase shares from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under
the Exchange Act including, in pertinent part, through adherence to the following:

 the
 Company's registration statement/proxy statement filed for its business combination transaction would disclose the possibility
 that the Company's Sponsor, directors, officers, advisors or their affiliates may purchase shares from public shareholders
 outside the redemption process, along with the purpose of such purchases;

 if
 the Company's Sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders,
 they would do so at a price no higher than the price offered through the Company's redemption process;

 the
 Company's registration statement/proxy statement filed for its business combination transaction would include a representation
 that any of the Company's securities purchased by the Company's Sponsor, directors, officers, advisors or their affiliates
 would not be voted in favor of approving the business combination transaction;

 the
 Company's Sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to
 the Company's securities or, if they do acquire and possess redemption rights, they would waive such rights; and

 the
 Company would disclose in its Form 8-K, before to the Company's security holder meeting to approve the business combination
 transaction, the following material items:

 the
 amount of the Company's securities purchased outside of the redemption offer by the Company's Sponsor, directors, officers,
 advisors or their affiliates, along with the purchase price;

 the
 purpose of the purchases by the Company's Sponsor, directors, officers, advisors or their affiliates;

 the
 impact, if any, of the purchases by the Company's Sponsor, directors, officers, advisors or their affiliates on the likelihood
 that the business combination transaction will be approved;

 the
 identities of Company security holders who sold to the Company's Sponsor, directors, officers, advisors or their affiliates
 (if not purchased on the open market) or the nature of Company security holders ( e.g., 5% security holders) who sold to the
 Company's Sponsor, directors, officers, advisors or their affiliates; and

 the
 number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

 Our
Sponsor, officers, directors, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor,
officers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us
directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with
our initial business combination. To the extent that our Sponsor, officers, directors or their affiliates enter into a private purchase,
they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro
rata share of the trust account or vote against the business combination. Such persons would select the shareholders from whom to acquire
shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant
at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public shareholder
would receive if it elected to redeem its shares in connection with our initial business combination. Our Sponsor, officers, directors,
advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other
federal securities laws.

 Any
purchases by our Sponsor, officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under
the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor
from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements
that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors, advisors
and/or their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the
Exchange Act.

 Redemption
rights for public shareholders upon completion of our initial business combination

 We
will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net
of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. Our Sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.

 Manner
of Conducting Redemptions

 In connection with the eLong Power Business Combination, we
will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of
our initial business combination in connection with a shareholder meeting called to approve the business combination.

 However,
in the event the eLong Power Business Combination is not consummated, we will provide our public shareholders with the opportunity
to redeem all or a portion of their ordinary shares upon the completion of our initial 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
we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
would require us to seek shareholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset
acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company where we do
not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our
amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock
exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and
maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules.

 If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our amended and restated memorandum and articles of association:

 conduct
 the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

 file
 tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial
 and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the
 Exchange Act, which regulates the solicitation of proxies.

 Upon
the public announcement of our initial business combination, we or our Sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase our ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply
with Rule 14e-5 under the Exchange Act.

 In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more
than a specified number of public shares which are not purchased by our Sponsor, which number will be based on the requirement that we
may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior
to and upon consummation of our initial business combination (so that we are not subject to the SEC's "penny stock"
rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business
combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
the initial business combination.

 If,
however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder
approval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:

 conduct
 the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
 of proxies, and not pursuant to the tender offer rules; and

 file
 proxy materials with the SEC.

 We
expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we
expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice
of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently
intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we
are not able to maintain our Nasdaq listing or Exchange Act registration.

 In
the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

 If
we seek shareholder approval, we will complete our initial business combination only if a majority of the issued and outstanding ordinary
shares voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with
us, our Sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them
and any public shares purchased during or after our IPO in favor of our initial business combination. Each public shareholder may elect
to redeem their public shares irrespective of whether they vote for or against the proposed transaction. In addition, our Sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to their founder shares and public shares in connection with the completion of a business combination.

 Our
second amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an
amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial
business combination (so that we are not subject to the SEC's "penny stock" rules). Redemptions of our public shares
may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business
combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners,
(ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy
other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we
would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions
pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete
the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof.

 Limitation
on redemption upon completion of our initial business combination if we seek shareholder approval

 Notwithstanding
the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association
will provide 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 Exchange Act), will be restricted from seeking redemption
rights with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the "Excess Shares."
We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our Sponsor
or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent
this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its
redemption rights if such holder's shares are not purchased by us or our Sponsor or its affiliates at a premium to the then-current
market price or on other undesirable terms. By limiting our shareholders' ability to redeem no more than 15% of the shares sold
in our IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete
our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders' ability to
vote all of their shares (including Excess Shares) for or against our initial business combination. Our Sponsor, officers and directors
have, pursuant to a letter agreement entered into with us and waived their right to have any founder shares or public shares held by
them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through
a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to
this waiver. However, to the extent any such affiliate acquires public shares in our IPO or thereafter through open market purchases,
it would be a public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.

 Tendering
share certificates in connection with a tender offer or redemption rights

 We
may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in "street name," to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender
offer documents, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute
proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company's DWAC (Deposit/Withdrawal
At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable,
that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are
requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send
out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination
if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant
to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final
proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft
proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption
if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders
to use electronic delivery of their public shares.

 There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not
to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking
to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.

 The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with
their business combinations, many blank check companies would distribute proxy materials for the shareholders' vote on an initial
business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating
such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact
such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had
an "option window" after the completion of the business combination during which he or she could monitor the price of the
company's shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open
market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders
were aware they needed to commit before the shareholder meeting, would become "option" rights surviving past the completion
of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery
prior to the meeting ensures that a redeeming holder's election to redeem is irrevocable once the business combination is approved.

 Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the
date of the shareholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.

 If
our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.

 If
our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
target until 12 months from the closing of our IPO (or up to 21 months from the closing of our IPO if we extend the period of time to
consummate a business combination by the full amount of time).

 Redemption
of public shares and liquidation if no initial business combination

 Our
Sponsor, officers and directors have agreed that we will have only 12 months from the closing of our IPO (or up to 21 months from the
closing of our IPO if we extend the period of time to consummate a business combination by the full amount of time) to complete our initial
business combination. If we are unable to complete our initial business combination within such 12-month period (or up to 21 months from
the closing of our IPO if we extend the period of time to consummate a business combination by the full amount of time), we will: (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest (less up to $61,200 of interest to pay dissolution expenses, 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), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our public rights or private
placement rights, which will expire worthless if we fail to complete our initial business combination within the 12-month time period
(or up to 21 months from the closing of our IPO if we extend the period of time to consummate a business combination by the full amount
of time).

 Our
Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within
12 months from the closing of our IPO (or up to 21 months from the closing of our IPO if we extend the period of time to consummate a
business combination by the full amount of time). However, if our Sponsor acquires public shares after our IPO, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination
within the allotted 12-month time period (or up to 21 months from the closing of our IPO if we extend the period of time to consummate
a business combination by the full amount of time).

 Our
Sponsor, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment
to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to
allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 12 months from the closing of our IPO (or up to 21 months from the closing of our IPO if we extend
the period of time to consummate a business combination by the full amount of time) or (ii) with respect to the other provisions relating
to shareholders' rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to
redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then
outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001 both immediately prior to and upon consummation of our initial business combination (so that we are not subject to the
SEC's "penny stock" rules). If this optional redemption right is exercised with respect to an excessive number of public
shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the
related redemption of our public shares.

 We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the $660,000 of proceeds held outside the trust account, although we cannot assure you that there
will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with
implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes,
we may request the trustee to release to us an additional amount of such accrued interest to pay those costs and expenses.

 The
proceeds deposited in the trust account could become subject to the claims of our creditors which would have higher priority than the
claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not
be substantially less than $10.20. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient
to pay or provide for all creditors' claims.

 Although
we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities
with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even
if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited
to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the
trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management
will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed
a waiver if management believes that such third party's engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In
addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise
of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10 years following redemption. Our Sponsor has agreed that it will be
liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business
with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20
per public share or (ii) 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 value of the trust assets, in each case net of the amount of 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 our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities
Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible
to the extent of any liability for such third-party claims. We have not independently verified whether our Sponsor has sufficient funds
to satisfy their indemnity obligations and believe that our Sponsor's only assets are securities of our company. None of our other
officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 In
the event that the proceeds in the trust account are reduced below (i) $10.20 per public share or (ii) 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 value of the trust assets,
in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy
its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
Accordingly, we cannot assure you that due to claims of creditors the actual value of the redemption price will not be substantially
less than $10.20 per public share.

 We
will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which
we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities,
including liabilities under the Securities Act. We have access to up to $660,000 from the proceeds of our IPO and the sale of the
private placement units, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,
currently estimated to be no more than approximately $50,000). In the event that we liquidate and it is subsequently determined that
the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims
made by creditors.

 If
we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the
trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot
assure you we will be able to return $10.20 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an
involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance."
As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. Furthermore, our board may be viewed
as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company
to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these reasons.

 Our
public shareholders will be entitled to receive funds from the trust account only upon the earlier of (i) the completion of our initial
business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
12 months from the closing of our IPO (or up to 21 months from the closing of our IPO if we extend the period of time to consummate a
business combination by the full amount of time) or (B) with respect to any other provision relating to shareholders' rights or
pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business
combination within 12 months from the closing of our IPO (or up to 21 months from the closing of our IPO if we extend the period of time
to consummate a business combination by the full amount of time), subject to applicable law. In no other circumstances will a shareholder
have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial
business combination, a shareholder's voting in connection with the business combination alone will not result in a shareholder's
redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption
rights described above.

and Restated Memorandum and Articles of Association

 Our
amended and restated memorandum and articles of association contains certain requirements and restrictions relating to our IPO that will
apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated
memorandum and articles of association relating to shareholders' rights or pre-business combination activity, we will provide dissenting
public shareholders with the opportunity to redeem their public shares in connection with any such vote. Our Sponsor, officers and directors
have agreed to waive any redemption rights with respect to their founder shares and public shares in connection with the completion of
our initial business combination. Specifically, our amended and restated memorandum and articles of association will provide, among other
things, that:

 prior
 to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination
 at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or
 against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account,
 including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to
 tender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their
 pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes
 payable) in each case subject to the limitations described herein;

 we
 will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior
 to or upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares
 voted are voted in favor of the business combination;

 if
 our initial business combination is not consummated within 12 months from the closing of our IPO (or up to 21 months from the closing
 of our IPO if we extend the period of time to consummate a business combination by the full amount of time), then our existence will
 terminate and we will distribute all amounts in the trust account; and

 prior
 to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive
 funds from the trust account or (ii) vote on any initial business combination.

 These
provisions cannot be amended without the approval of holders of at least two-thirds of our ordinary shares who, being entitled to do
so, attend and vote at a general meeting. In the event we seek shareholder approval in connection with our initial business combination,
our amended and restated memorandum and articles of association will provide that we may consummate our initial business combination
only if approved by a majority of the ordinary shares voted by our shareholders at a duly held shareholders meeting.

 Conflicts
of Interest

 Each
of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or
contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes
aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,
he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,
and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will
provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity
offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers
would materially undermine our ability to complete our business combination.

 Indemnity

 Our
Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to
us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in
the trust account to below (i) $10.20 per public share or (ii) 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 the 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 our indemnity of the underwriters of our IPO against certain liabilities, including
liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether
our Sponsor has sufficient funds to satisfy their indemnity obligations and believe that our Sponsor's only assets are securities
of our company. We have not asked our Sponsor to reserve for such obligations.

 Employees

 We
currently have 2 officers. Members of our management team are not obligated to devote any specific number of hours to our matters but
they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time that our officers or any other members of our management team will devote in any time period will vary based on whether
a target business has been selected for our initial business combination and the current stage of the business combination process.

 Item
1A. Risk Factors.

 As
a smaller reporting company, we are not required to include risk factors in this Annual Report.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity

 We
are a special purpose acquisition company with no business operations. Since our Initial Public Offering, our sole business activity
has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant
cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk.
Our management is generally responsible for the oversight of risks from cybersecurity threats, if any. In fiscal year 2023, we did not
identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy,
results of operations, or financial condition.

 Item
2. Properties.

 We
do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices
are located at 420 Lexington Ave Suite 2446, New York, NY 10170, and our telephone number is 347-627-0058.

 Item
3. Legal Proceedings.

 We
are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal
proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect
on our business, financial condition or results of operations.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
Units, Ordinary Shares, and Rights are each traded on The Nasdaq Global Market ("Nasdaq") under the symbols "TMTCU,"
"TMTC," and "TMTCR," respectively.

 Holders

 As
of the date hereof, we had 2 holders of record of our Units, 4 holders of record of our separately traded Ordinary Shares, and 1 holder
of our separately traded Rights. The number of record holders was determined from the records of our transfer agent.

 Dividends

 We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our Board of Directors at such time and we will only
pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands Law. In addition,
our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.
Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

 In
August 2021, the Company issued an aggregate of 1,437,500 ordinary shares, as Founder Shares, to the Sponsor for an aggregate purchase
price of $25,000, or approximately $0.017 per share. In January 2022, the Sponsor acquired an additional 287,500 Founder Shares for no
additional consideration, resulting in the Sponsor holding an aggregate of 1,725,000 ordinary shares, or approximately $0.014 per share.
In addition, 225,000 of such Founder Shares were forfeited as the underwriters' over-allotment option in the Issuer's initial
public offering was not exercised.

 On
March 30, 2023, the Company consummated its initial public offering (the "IPO") of 6,000,000 units (the "Units").
Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the "Ordinary Shares") and one right
to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company's initial business combination. The Units
were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $60,000,000. The Company also granted the underwriters
a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, if any.

 Simultaneously
with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the "Private Placement")
of 370,000 Units (the "Placement Units"), each Placement Unit consisting of one Ordinary Share and one right, to the Sponsor
at a price of $10.00 per Placement Unit, generating total proceeds of $3,700,000. The issuance of the Placement Units was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 A
total of $61,200,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established
for the benefit of the Company's public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as
trustee.

 Our
management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are
held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating
a business combination and working capital.

 Since
our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have
no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities
and loans from the Sponsor and other parties to fund our operations.

 On
April 27, 2023, the Company announced that holders of the Company's units may elect to separately trade the ordinary shares and
rights included in its units, commencing on or about May 1, 2023. The ordinary shares and rights are traded on the Nasdaq
Global Market ("Nasdaq") under the symbols "TMTC" and "TMTCR," respectively. Units not separated
will continue to trade on Nasdaq under the symbol "TMTCU." Holders of units will need to have their brokers contact the Company's
transfer agent, Continental Stock Transfer & Trust Co., in order to separate the holders' Units into ordinary shares and rights.

 On
December 1, 2023, we entered into the Original Merger Agreement, by and among TMT, TMT Merger Sub, and eLong Power. On February 29, 2024,
we entered into the A&R Merger Agreement, by and among TMT, eLong Power, and Merger Sub, which replaced TMT Merger Sub as a party.
The A&R Merger Agreement was entered into to modify the structure of the Merger as described below, while the overall economic terms
of the eLong Power Business Combination contained in the Original Merger Agreement remain unchanged.

 The
A&R Merger Agreement provides that, among other things and upon the terms and subject to the satisfaction of certain customary conditions,
the following transactions will occur as contemplated by the A&R Merger Agreement and in accordance with the Cayman Companies Act,
as amended:

 (i)

 Merger
 Sub will merge with and into the TMT, the separate corporate existence of Merger Sub will cease, and TMT will be the surviving corporation
 and a wholly-owned subsidiary of eLong Power;

 (ii)

 Immediately
 prior to the Effective Time, eLong Power will effect a reverse share split of eLong Power Class A Ordinary Shares, and eLong Power's
 Class B Ordinary Shares, such that, immediately thereafter, eLong Power will have forty-five million (45,000,000) eLong Power Ordinary
 Shares, issued and outstanding, comprising thirty-nine million four hundred seventeen thousand seventy-eight (39,417,078) eLong Power
 Class A Ordinary Shares and five million five hundred eighty-two thousand nine hundred twenty-two (5,582,922) eLong Power Class B
 Ordinary Shares issued and outstanding, less the number of shares reserved for issuance upon exercise of the eLong Power Warrants.
 The ratio of the reverse share split is based on a valuation of eLong Power of four hundred fifty million U.S. Dollars ($450,000,000).
 Immediately prior to the Effective Time, each of TMT's units will automatically separate and each of the TMT rights will automatically
 convert into two-tenths (2/10) of one (1) TMT Ordinary Share.

 (iii)

 Upon
 Closing, among other things, eLong Power will acquire each outstanding TMT Ordinary Share (other than shares owned by TMT and dissenting
 shares) in exchange for eLong Power Class A Ordinary Shares on a one-for-one basis. Accordingly, our shareholders will become shareholders
 of eLong Power upon consummation of the Merger.

 (iv)

 The
 eLong Power Class B Ordinary Shares are held by the Majority Shareholder. Pursuant to the Earnout, the Majority Shareholder has the
 right to receive additional contingent consideration of up to nine million (9,000,000) eLong Power Class A Ordinary Shares. At the
 Effective Time, the Earnout Shares, shall be issued and held in escrow and will be released to the Majority Shareholder if and to
 the extent certain revenue-based milestones are achieved by the combined company and its subsidiaries during calendar years 2024
 and 2025. In addition, the Majority Shareholder will be entitled to receive the Earnout Shares in the event there occurs any transaction
 resulting in a change of control during the period of time that the Earnout Shares are held in escrow.

 (v)

 Three
 hundred thousand (300,000) of the Majority Shareholder's eLong Power Class B Ordinary Shares will be held in escrow for two
 (2) years after the Closing Date as security for certain indemnification obligations of eLong Power.

 (vi)

 eLong
 Power currently has eLong Power Warrants, some of which may not be able to be exercised prior to the Closing Date as certain commercial
 and regulatory approvals needed in the People's Republic of China for such holders of eLong Power Warrants may not have been
 received. For that reason, if there are eLong Power Warrants outstanding one (1) business day prior to the Closing, eLong Power will
 reserve the number of eLong Power Class A Ordinary Shares that will be issuable pursuant to the eLong Power Warrants once exercised.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item
6. Reserved.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 References
to the "Company," "us," "our" or "we" refer to TMT Acquisition Corp. The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related
notes included herein. Certain information contained in the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.

 Overview

 We
are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 We
intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the private
placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or
a combination of cash, stock and debt.

 Results
of Operations and Known Trends or Future Events

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception to December 31, 2023,
have been organizational activities, activities necessary to consummate the Initial Public Offering ("IPO"), described
below, and activities in connection with searching for a target business and entering into the A&R Merger Agreement and associated definitive and ancillary agreements in connection with the eLong Power
Business Combination. Following our IPO, we will not generate
any operating revenues until the completion of our initial business combination. We will generate non-operating income in the form
of interest income after the IPO. We expect to incur increased 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 year ended December 31, 2023, we had a net income of $1,569,865, which consists of $590,613 incurred on formation and operating
costs, $100,000 incurred on administrative fee – related party and $2,260,478 from interest income from investments held in trust
account.

 For
the year ended December 31, 2022, we had a net loss of $526, which consists of a loss of $526 incurred on general and administrative
expenses.

 Liquidity
and Capital Resources

 On
March 30, 2023, we consummated our IPO of 6,000,000 units (the "Units"), at $10.00 per Unit, generating gross proceeds of
$60,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 370,000 Private Placement Units at a price of $10.00
per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $3,700,000.

 Transaction
costs amounted to $3,868,701 consisting of $1,200,000 of underwriting discount and $2,668,701 of other offering costs.

 Following
the closing of our IPO, an aggregate of $61,200,000 ($10.20 per Unit) from the net proceeds and the sale of the Private Placement Units
was held in a Trust Account ("Trust Account"). As on December 31, 2023, we had marketable securities held in the Trust Account
of $63,460,478 consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds
or notes with a maturity of 180 days or less. We intend to use substantially the funds held in the Trust Account, including any amounts
representing interest earned on the Trust Account (less amounts released to us for taxes payable) to complete our initial business combination.
We may withdraw interest to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income
earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will
be sufficient to pay our taxes. Through December 31, 2023, we did not withdraw any income earned on the Trust Account to pay our taxes.
To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the
remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.

 As
of December 31, 2023, we had a cash balance of $46,778 and a working capital deficit of $302,711. Subsequent to the consummation of the
IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation
of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective
business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although
certain of the Company's initial shareholders, officers and directors or their affiliates have committed to loan the Company funds
from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company
will receive such funds.

 The
Company will use 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, and structure, negotiate
and complete a business combination. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees
for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop"
provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or
investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we
do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a
target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based
on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether
as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due
diligence with respect to, prospective target businesses.

 In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our founders or an affiliate of our founders may, but are not obligated to, loan us funds as may be required. If we complete our
initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close,
we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our
trust account would be used for such repayment. Up to $1,800,000 of such loans may be convertible into working capital units, at a
price of $10.00 per unit at the option of the lender. The working capital units would be identical to the private units, each
consisting of one ordinary share and one right with the same exercise price, exercisability and exercise period, subject to similar
limited restrictions as compared to the units sold in our IPO. The terms of such loans by our founders or their affiliates, if any,
have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties
other than our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and
provide a waiver against any and all rights to seek access to funds in our trust account, but in the event that we seek loans from
any third parties, we will obtain a waiver against any and all rights to seek access to funds in our trust account.

to our amended and restated memorandum and articles of association, we may 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 21 months to complete a business combination) without submitting
such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith.
In order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees,
upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $600,000 ($0.10 per share) on or prior
to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,800,000, or $0.30 per share if we
extend for the full nine months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing
and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay
such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not
repay such loans. There has been no loan agreement entered through December 31, 2023.

 On
December 1, 2023, we entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, TMT
Merger Sub, Inc., a Cayman Islands exempted company and our wholly owned subsidiary, and ELong Power Holding Limited, a Cayman Islands
exempted company (the "Target"). The Target develops disruptive battery technologies for commercial and specialty vehicles
as well as energy storage systems, with research and development and production capabilities that span multiple battery cell chemistries,
modules, and packs.

 Upon
consummation of the Merger, among other things, we will acquire all outstanding equity interests in the Target in exchange for our
ordinary shares with a value of $450,000,000 (based on an assumed value of $10.00 per ordinary share of the Company). Upon the
effective time of the Merger, all of the Class A Ordinary Shares, par value $0.00001 per share, of the Target and Class B Ordinary
Shares, par value $0.00001 per share, of the Target will be exchanged for 45,000,000 Class A Ordinary Shares (as defined below) and
Class B Ordinary Shares (as defined below) of the Company respectively, less the number of the Company's Class A Ordinary
Shares reserved for issuance upon exercise of the Assumed Warrants (as defined below), allocated among the Target's shareholders on a pro rata
basis.

 On
the closing date of the Merger, among other things and subject to receipt of the required shareholder approvals, we shall cause our memorandum
and article of association to be amended and restated in such form to include the designation of the current Ordinary Shares as Class
A Ordinary Shares and shall create the Class B Ordinary Shares to match the existing Target capitalization.

 The
Target currently has outstanding warrants, some of which may not be able to be exercised for Target Class A Ordinary Shares prior to
the closing date of the Merger, as certain commercial and regulatory approvals needed in the People's Republic of China for such
holders of the warrants may not have been received. For that reason, if there are warrants outstanding on the Closing Date, we will assume
such warrants (the "Assumed Warrants") and reserve the number of Class A Ordinary Shares from the Initial Consideration that
will be issuable pursuant to the warrants once exercised.

 Accordingly,
the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of
the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we
have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to
address this uncertainty during period leading up to the Initial Business Combination. The Company cannot provide any assurance that
its plans to raise capital or to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes
that the Company lacks the financial resources it needs to sustain operations for a reasonable period of time. Moreover, management's
plans to consummate the initial business combination may not be successful. These factors, among others, raise substantial doubt about
the Company's ability to continue as a going concern.

 Related
Party Transactions

 Please
refer to Note-5 Related Parties section of the notes to the consolidated financial statements.

 Critical
Accounting Estimates

 The
preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ
from those estimates. We have not identified any critical accounting estimates.

 Recent
Accounting Standards

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

 Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

 As
on December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not
have any commitments or contractual obligations.

 JOBS
Act

 On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to
comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are
electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our consolidated
financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company
effective dates.

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

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 As
of December 31, 2023, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds
of our IPO and the sale of the private placement units held in the trust account will be invested in U.S. government treasury bills with
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which
invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will
be no associated material exposure to interest rate risk.

 Item
8. Financial Statements and Supplementary Data.

 This
information appears following Item 15 of this Form 10-K and is incorporated herein by reference.

 Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under Securities Exchange Act of 1934, as amended (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 our management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.

 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due solely to the material weakness
in our internal control over financial reporting related to the Company's lack of qualified SEC reporting professional. As a result,
we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally
accepted accounting principles. Accordingly, management believes that the consolidated financial statements included in this Form
10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management
intends to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial
reporting. Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We
have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult
regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement
existing accounting professionals.

 Management's
Report on Internal Controls Over Financial Reporting

 We
are not currently required to certify and report on our internal controls as defined by Section 404 of the Sarbanes-Oxley Act. Only in
the event that we are deemed to be a large accelerated filer and accelerated filer will we be required to comply with the independent
registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in
the JOBS Act, we intend to 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 independent registered
public accounting firm attestation requirement.

 As
on December 31, 2023, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect
to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and,
if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective
system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy
of internal controls.

 This
Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting
or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the
SEC for newly public companies.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item
9B. Other Information.

 During
the fourth quarter of 2023, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted
or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Our
current officers and directors are as follows:

 Name

 Age

 Title

 Dajiang Guo

 Chief Executive Officer and Chairman
 of the Board of Directors

 Jichuan Yang

 Chief Financial Officer

 James Burns

 Christopher Constable

 Kenan Gong

 Dajiang
Guo, our Chief Executive Officer and Chairman, serves as a Managing Director at Revere Securities LLC. Dr. Guo served as a Partner
at Tiger Securities, leading the development of the institutional securities business of investment banking, sales and trading from 2019
to 2021. From 2017 to 2019, Dr. Guo served as a Partner at China Bridge Capital, an independent China focused investment bank with expertise
in M&A, fund management, real estate and distressed opportunities. From 2016 to 2017, he served as the Chief Strategy Officer at
China Renaissance, where he was responsible for strategic planning, international expansion, and strategic investments. Dr. Guo served
as the CEO of CITIC Securities International USA, COO at CITICS Investment Banking Division, and Head of CITICS Strategy and Planning,
from 2011 to 2016. He has also held several executive positions at CICC HK/US from 2009 to 2011. Before venturing into cross border financial
services, Dr. Guo worked more than ten years for Citigroup Global Markets from 2004 to 2009, RBS Greenwich Capital Markets from 2001
to 2004, and the Centre Re of Zurich Financial Services from 1996 to 2001, where he specialized in securitization and derivatives. Dr.
Guo also taught at the College of Insurance and the University of Guelph as an assistant professor and has published numerous academic
articles in peer-reviewed financial journals. Dr. Guo received his Ph. D. in Financial Economics from the University of Toronto. He is
a CFA Charter holder. Dr. Guo is a United States citizen and resident.

 Jichuan
Yang, our Chief Financial Officer, serves as the Chairman Special Advisor at Sanya International Asset Exchange since 2021, as
an Advisory Board Member at Qinghua PBCSF China Finance Policy Study since 2020, as an independent director at Shanghai GuoSheng Industrial
Transformation Investment Fund since 2019, and as a board member at Cyan Bank Investments since 2017. From 2015 to 2020, Dr. Yang served
as the CEO of HFAX, a division of Sunshine Insurance Group and, from 2013 to 2015, the Deputy General Manager and Chief Product Officer
of LUFAX Holding Ltd (NYSE: LU) in the fintech and inclusive finance industry. From 2010 to 2013, Dr. Yang was the Head of Strategic
Planning at Citic Securities. From 2005 to 2008, Dr. Yang was Co-Founder and Co-Managing Member of the Hong Kong office of Wachovia Securities.
Dr. Yang received his Ph. D. in Applied Mathematics from Brown University and his B.S. in Applied Mathematics from Tsinghua University.
Dr. Yang is a United States citizen and currently resides in China for business purposes.

 James
Burns, our director, has had a distinguished career in the energy sector, and brings a wealth of management, business development
and financial knowledge to the Company. Since May 2023, he serves as a consultant of the Government of Brunei. He has served as the Chairman
of Hearthstone Capital since 2021. From 2021 to 2023, Mr. Burns served as the independent director of Bon Natural Life, Ltd. (Nasdaq:
BON). From 2017 through 2018, Mr. Burns was President of Petrolia Energy Corporation (OTCQB: BBLS), an international oil and gas company,
where he structured the organization for growth and compliance to acquire and integrate new acquisitions. Since 2018, Mr. Burns has served as the director of Petrolia Energy Corporation
(OTCQB: BBLS). From 2014 to 2016, he served
as President of Transfuels (dba BLU LNG), ENN's N.A. investment arm, where he oversaw the improvement of the company's net
income. In 2014, Mr. Burns served as President of Fortress Energy Partners, a division of Fortress Investment Group (NYSE: FIG), where
he was responsible for creating and overseeing FIG's first entrance into the energy sector, an LNG plant in Clearwater, Florida,
and laying the groundwork for both domestic and international projects. From 2009 to 2014, he was General Manager of Clean Energy &
Innovation/LNG for Transport for Shell Americas, the Americas division of Royal Dutch Shell (NYSE: RDS) At Shell, he created and oversaw
the company's small-scale LNG business. From 2006 to 2009, Mr. Burns served as Business Development Manager for Shell Gas &
Power, a global division of Royal Dutch Shell focused on natural gas and liquified natural gas. In that position, he led Shell's
Coal/Biomass to Liquids efforts in the Americas. From 2002 to 2006, he served as Global LNG Finance Advisor for Shell Gas & Power,
where he provided financial and commercial advice on global LNG commercial agreements, including shipping deals. From 1999 to 2002, Mr.
Burns served as Business Development Manager and Portfolio Manager at Shell Pipeline, where he led numerous acquisition and divestment
projects including joint venture buyouts, company acquisitions, and asset sales and purchases. From 1998 to 1999, he served as Business
Development Advisor and Finance Manager at Equilon (a Texaco & Shell Joint Venture combining the two entities U.S. downstream assets).
In that position, he performed business development duties such as contract negotiations and project management, and coordinated and
supervised all accounting, finance and administrative personnel in the region. From 1996 to 1998, Mr. Burns served as Revenue Manager
for Texaco Exploration and Production, N.A., a division of Texaco. From 1990 to 1996, he served as a Crude Oil Trading Accountant at
ARCO Long Beach, Inc., a division of Atlantic Richfield.

 Mr.
Burns is currently Chairman of the board of Petrolia Energy Corporation (OTCQB: BBLS). He has previously served as an independent
member of the board of directors of Playmaker IQ, a technology company focused on e-learning and workforce productivity, a member of
the Energy Council of the Houston Angel Investors and a director of Transfuels, the North American investment arm of ENN Energy
Holdings Limited (SEHK:2688). Mr. Burns holds an Executive MBA from the University of Houston and a B.S. in Business Administration
from California State University. Mr. Burns is a United States citizen and resident. Mr. Burns was nominated to serve as a director
due to his management, business development, and financial management expertise.

 Christopher
Constable, our director, is an experienced financial executive, with extensive experience in accounting and financial
management. Since 2023, Mr. Constable has served as the Chief Financial Officer of Whole Fish TopCo, LLC. From 2020 to 2023, Mr.
Constable served as the Chief Executive Officer and a board member of Brownie's Marine Group, Inc. (OTC: BWMG), a
manufacturer of surface supplied air diving equipment. At Brownie's, he was responsible for all areas of the company,
including operations, sales, and finance. From 2021 to 2023, he served as the board of directors and chairman of
the audit committee of Bon Natural Life, Ltd. (Nasdaq: BON), a manufacturer of natural additives for foods and fragrances. From 2003 to 2020, Mr. Constable served as the CFO of Blue Star Foods Corp. (OTC: BSFC), an international seafood company that
imports, packages and sells refrigerated pasteurized crab meat and other premium seafood products. From 1999 to 2003, Mr. Constable
was a Consultant to Gateway Capital Corporation, where he provided new business and workout services to large lending institutions
in the U.S. At Gateway Capital, he analyzed the financial and reporting capabilities of prospective lending customers for lines of
credit, consulted with small to medium sized businesses to prepare them for sourcing working capital from major banks, and
restructured and implemented the accounting and finance functions for businesses with revenues from $15 million to $200 million in
industries from manufacturing to telecommunications. Mr. Constable holds a B.S. in Finance with a Minor in Accounting from the
Merrick School of Business at the University of Baltimore. Mr. Constable is a United States citizen and resident. Mr. Constable was
nominated to serve as a director due to his operations, accounting, and financial management expertise.

 Kenan
Gong, our director, is a seasoned professional with over 10 years of working experience in R&D, management and investment
in the material science industry. In addition, Dr. Gong has a significant academic background in the material sciences. Since March 2019,
Dr. Gong has served as the Vice President and Managing Director of Strategic Investment at Levima Advanced Materials Co., Ltd (SZSE:003022),
a member company of Legend Holdings (SEHK:3396) and a public company listed on the Shenzhen Stock Exchange in China. Dr. Gong is also
a member of the Board of Directors of Jiangxi Keyuan Bio-Material Co., Ltd and Suzhou
Thinkre New Material Co., Ltd. From 2009 to 2011, Dr. Gong served as manager in charge of research and development and Director of the
R&D Center at China XD Plastics Company Co., Ltd., a public company engaged in the research,
development, manufacture and sale of modified plastics for automotive applications. In addition, he acted as a general manager of the
national level enterprise technology center owned by China XD Plastics Company Co., Ltd. and Secretary from 2012 to 2013. Before joining
China XD Plastics Company Co., Ltd., Dr. Gong was the manager of the postdoctoral laboratory at University College London from July 2007
to July 2009. He was a teaching assistant from May 2005 to December 2005 and a postdoctoral researcher from April 2006 to June 2007 at
Queen Mary University of London. Dr. Gong received his Ph. D. and Master's degree in Material Science from Queen Mary University
of London. He holds a B.S. degree in Material Science from Harbin Institute of Technology. Dr. Gong is a PRC citizen and resident. Dr.
Gong was nominated to serve as a director due to his management and R&D expertise.

 Significant
Management and Employee

 In
addition to the officers and directors disclosed above, we also have the following significant management and employee:

 Linan
Gong, age 49, has served as our Vice President of Acquisitions since November 2022. Mr. Gong is a seasoned management
and finance professional with over 10 years of experience in the financial industry. Since 2017, Mr. Gong has served as the Executive
Director at Hong Kong Quasar Securities Co., Ltd. and Quasar Asset Management Co., Ltd. and as the Executive Director at Hong Kong Dragon
Financial Holdings Co., Ltd. From 2008 to 2012, Mr. Gong served as the CEO of China Daqing M&H Petroleum Holdings Co., Ltd., which
is primarily in the business of crude petroleum and natural gas. From 1997 to 2016, he served as the Board Secretary, Deputy Director
of Custody Department, Deputy Director and Director of Share Reform Department, and the Deputy General Manager of Heilongjiang Securities
Registration Co., Ltd. Mr. Gong received his Bachelor's degree from Pacific National University in Khabarovsk, Russia. Mr. Gong
is a PRC citizen and resident.

 None
of our management team has any experience with blank check companies. As such, there is no guarantee that we will be successful with
respect to any business combination we may consummate or that we will be able to identify a suitable candidate for our initial business
combination. As such, there is no guarantee that we will be successful with respect to any business combination we may consummate or
that we will be able to identify a suitable candidate for our initial business combination.

 Number,
Terms of Office and Election of Officers and Directors

 Our
Board of Directors consists of four members. Each of our directors will hold office for a two-year term. Subject to any other special
rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of
the directors present and voting at the meeting of our board or after the consummation of our business combination, by a majority of
the holders of our ordinary shares.

 Our
officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms
of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and
articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our
officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant
Secretaries, Treasurer and such other offices as may be determined by the Board of Directors.

Independence

 The
Nasdaq listing standards require that a majority of our Board of Directors be independent. An "independent director" is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). Our board has determined that each of James Burns, Christopher Constable, and
Kenan Gong are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings
at which only independent directors are present.

 Officer
and Director Compensation

 None
of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities
are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an
affiliate of our Sponsor a total of $10,000 per month for office space, administrative and support services. Our Sponsor, officers and
directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit
committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,
management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known,
in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the
post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers
will be determined by a compensation committee constituted solely by independent directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.

 Committees
of the Board of Directors

 Our
Board of Directors has two standing committees: an audit committee and a compensation committee. Each committee will operate under a
charter that has been approved by our board and will have the composition and responsibilities described below. Subject to phase-in rules
and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised
solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of
independent directors.

 Audit
Committee

 We
have established an audit committee of the Board of Directors. The members of our audit committee are James Burns, Christopher Constable and
Kenan Gong. Christopher Constable serves as chairman of the audit committee.

 Each
member of the audit committee is financially literate and our Board of Directors has determined that Christopher Constable qualifies as an
"audit committee financial expert" as defined in applicable SEC rules.

 We
have adopted an audit committee charter, which details the principal functions of the audit committee, including:

 the
 appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent
 registered public accounting firm engaged by us;

 pre-approving
 all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged
 by us, and establishing pre-approval policies and procedures;

 and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

 setting
 clear hiring policies for employees or former employees of the independent auditors;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;

 obtaining
 and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor's internal
 quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,
 of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years
 respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

 and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
 prior to us entering into such transaction; and

 with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including
 any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues
 regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
 by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation
Committee

 We
have established a compensation committee of the Board of Directors. The members of our Compensation Committee are James Burns, Christopher
Constable and Kenan Gong. James Burns serves as chairman of the compensation committee. We have adopted a compensation committee charter,
which details the principal functions of the compensation committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation,
 evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the
 remuneration (if any) of our Chief Executive Officer's based on such evaluation;

 and approving the compensation of all of our other officers;

 our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 producing
 a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors.

 The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominations

 We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may
recommend a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors
can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing
nominating committee. In accordance with the Nasdaq rules, all such directors are independent. As there is no standing nominating committee,
we do not have a nominating committee charter in place.

 Subject
to compliance with the articles of association, the board of directors will also consider director candidates recommended for nomination
by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders
(or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of
directors should follow the procedures set forth in our articles of association.

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for directorship, the board of directors considers educational background, diversity
of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our stockholders.

 Compensation
Committee Interlocks and Insider Participation

 None
of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors
of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee
of another entity, one of whose executive officers served on our Board of Directors.

 Code
of Ethics

 We
have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review these documents by accessing
our public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without
charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current
Report on Form 8-K.

 Conflicts
of Interest

 Under
Cayman Islands law, directors and officers owe the following fiduciary duties:

 duty
 to act bona fide in the best interests of the company;

 duty
 not to make a profit based on their positions as director (unless the company permits them to do so); and

 duty
 not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests.

 In
addition to the above, directors also owe to the company a duty to act with skill and care which is not fiduciary in nature. This duty
has been considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be
expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard
with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

 As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval
at general meetings.

 Each
of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or
contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities
to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes
aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,
he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,
and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will
provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity
offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be
reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers
would materially undermine our ability to complete our business combination.

 Members
of our management team may become an officer or director of another special purpose acquisition company with a class of securities registered
under the Exchange Act even before we have entered into a definitive agreement regarding our initial business combination. Potential
investors should also be aware of the following other potential conflicts of interest:

 None
 of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest
 in allocating his or her time among various business activities.

 In
 the course of their other business activities, our officers and directors may become aware of investment and business opportunities
 which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may
 have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 Our
 Sponsor, officers and directors have agreed to waive their redemption rights with respect to our Founder Shares and Public Shares
 in connection with the consummation of our initial business combination. Additionally, our Sponsor, officers and directors have agreed
 to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial business combination within
 12 months after the closing of our IPO (or up to 21 months from the closing of our IPO if we extend the period of time to consummate
 a business combination by the full amount of time). If we do not complete our initial business combination within such applicable
 time period, the proceeds of the sale of the Placement Units held in the trust account will be used to fund the redemption of our
 Public Shares, and the Rights will expire worthless. With certain limited exceptions, the Founder Shares will not be transferable,
 assignable or salable by our Sponsor until the earlier of (1) one year after the completion of our initial business combination and
 (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our
 initial business combination that results in all of our shareholders having the right to exchange their Ordinary Shares for cash,
 securities or other property. Notwithstanding the foregoing, if the last sale price of our Ordinary Shares equals or exceeds $12.00
 per share (as adjusted for share splits, share capitalizations, 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 our initial business combination,
 the Founder Shares will be released from the lock-up. With certain limited exceptions, the Placement Units, Private Placement Shares,
 Private Placement Rights and the Ordinary Shares underlying such Rights will not be transferable, assignable or salable by our Sponsor
 until 30 days after the completion of our initial business combination. Since our Sponsor and officers and directors may directly
 or indirectly own Ordinary Shares and Rights following our IPO, our officers and directors may have a conflict of interest in determining
 whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 Our
 officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
 or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect
 to our initial business combination.

 The
conflicts described above may not be resolved in our favor.

 In the event the eLong Power Business Combination is not consummated, we
will continue to seek a target business. Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our officers
and directors currently have fiduciary duties or contractual obligations:

 Individual

 Entity

 Entity's
 Business

 Affiliation

 Dajiang
 Guo

 Revere
 Securities LLC

 banking, trading

 Managing

 Jichuan
 Yang

 Sanya
 International Asset Exchange

 Chairman
 Special Advisor

 Qinghua
 PBCSF China Finance Policy Study

 Macroeconomic
 and financial policy think tank

 Advisory
 board member

 Shanghai
 GuoSheng Industrial Transformation Investment Fund

 Independent

 Cyan
 Bank Investments

 Board
 member

 James
 Burns

 Petrolia
Energy Corporation

 Oil
and gas

 Chairman
 of the board

 Christopher
 Constable

 Whole Fish TopCo, LLC

 E-Commerce

 Chief
Financial Officer

 Accordingly,
if any of the above officers or directors becomes aware of a business combination opportunity which is suitable for any of the above
entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity,
subject to his or her fiduciary duties under Cayman Islands law.

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors.
In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would
obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for
the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to
our Company from a financial point of view.

 In
the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors
have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares held by them (and their permitted
transferees will agree) and any Public Shares purchased during or after the IPO in favor of our initial business combination.

 Limitation
on Liability and Indemnification of Officers and Directors

 Cayman
Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and
restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent
permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful
default. We may purchase a policy of directors' and officers' liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.

 Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.

 Item
11. Executive Compensation.

 None
of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities
are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an
affiliate of our Sponsor a total of $10,000 per month for office space, administrative and support services. Our Sponsor, officers and
directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit
committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,
management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known,
in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the
post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers
will be determined by a compensation committee constituted solely by independent directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

 The
following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date hereof by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

 each
 of our officers and directors; and

 all
 of our officers and directors as a group.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them.

 The
 beneficial ownership of our Ordinary Shares is based on an aggregate of 8,140,000 Ordinary
 Shares issued and outstanding as of the date hereof.

 Name
 and Address of Beneficial Owner (1)

 Number
 of Ordinary Shares
 Beneficially
 Owned

 Approximate
 Percentage
 of Outstanding Beneficial
 Ownership

 2TM Holding LP

 1,717,000
 (2)

 21.1
 %

 Dajiang Guo

 —

 —

 Jichuan Yang

 —

 —

 James Burns

 —

 —

 Christopher Constable

 —

 —

 Kenan Gong

 —

 —

 All current directors and executive officers
 as a group (5 persons)

 —

 —

 Karpus Management, Inc., d/b/a
 Karpus Investment Management (4)

 789,722

 9.7
 %

 (1)

 Unless
 otherwise noted, the business address of each of the following entities or individuals is 420 Lexington Ave Suite 2446, New York,
 NY 10170.

 (2)

 Interests
 shown consist of Founder Shares and Private Placement Shares.

 (3)

 Each
 of Xiaozhen Li and Dahe Zhang may be deemed to beneficially own shares held by our Sponsor by virtue of his control over 2TM Management
 LLC, the general partner of our Sponsor, as its managing members. Each of Ms. Li and Mr. Zhang disclaims beneficial ownership of
 our ordinary shares held by our Sponsor other than to the extent of his pecuniary interest in such shares.

 (4)

 Based
 on a Schedule 13G filed by the reporting person. The address for the reporting person is 183 Sully's Trail, Pittsford, New
 York 14534.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 In
August 2021, the Company issued an aggregate of 1,437,500 ordinary shares, as Founder Shares, to the Sponsor for an aggregate purchase
price of $25,000, or approximately $0.017 per share. In January 2022, the Sponsor acquired an additional 287,500 Founder Shares for no
additional consideration, resulting in the Sponsor holding an aggregate of 1,725,000 ordinary shares, or approximately $0.014 per share.
In addition, 225,000 of such Founder Shares were forfeited as the underwriters' over-allotment option in the Issuer's initial
public offering was not exercised.

 On
March 30, 2023, the Company consummated its initial public offering (the "IPO") of 6,000,000 units (the "Units").
Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the "Ordinary Shares") and one right
to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company's initial business combination. The Units
were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $60,000,000. The Company also granted the underwriters
a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, if any.

 Simultaneously
with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the "Private Placement")
of 370,000 Units (the "Placement Units"), each Placement Unit consisting of one Ordinary Share and one right, to the Sponsor
at a price of $10.00 per Placement Unit, generating total proceeds of $3,700,000. The issuance of the Placement Units was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 A
total of $61,200,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established
for the benefit of the Company's public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as
trustee.

 On
April 27, 2023, the Company announced that holders of the Company's units may elect to separately trade the ordinary shares and
rights included in its units, commencing on or about May 1, 2023. The ordinary shares and rights are expected to trade on the Nasdaq
Global Market ("Nasdaq") under the symbols "TMTC" and "TMTCR," respectively. Units not separated
will continue to trade on Nasdaq under the symbol "TMTCU." Holders of units will need to have their brokers contact the Company's
transfer agent, Continental Stock Transfer & Trust Co., in order to separate the holders' Units into ordinary shares and rights.

 As
more fully discussed in "Item 10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest,"
if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any
entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under
Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take
priority over their duties to us.

 We
entered into an Administrative Services Agreement with our Sponsor pursuant to which we will pay a total of $10,000 per month for office
space, administrative and support services to such affiliate. Upon completion of our initial business combination or our liquidation,
we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum
12 months (or up to 21 months from the closing of our IPO if we extend the period of time to consummate a business combination by the
full amount of time), an affiliate of our Sponsor will be paid a total of $120,000 ($10,000 per month) for office space, administrative
and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

 Our
Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or
our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

to a promissory note, our Sponsor agreed to loan to us up to $500,000 to be used for a portion of the expenses of our IPO. As of December
31, 2023, there is no amount outstanding under this promissory note.

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

 Up
to $1,800,000 of the loans made by our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection
with our initial business combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon
consummation of our initial business combination. The units would be identical to the placement units. The terms of such loans by, our
Sponsor, our officers and directors, or their affiliates, if any, have not been determined and no written agreements exist with respect
to such loans. We do not expect to seek loans from parties other than our Sponsor, our officers and directors or an affiliate of theirs
as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access
to funds in our trust account.

 After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
compensation.

 We
have entered into a registration rights agreement with respect to the founder shares, representative shares, private placement units,
and units that may be issued on conversion of working capital loans (and in each case holders of their component securities, as applicable).

 Related
Party Policy

 We
have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions
discussed above were not reviewed, approved or ratified in accordance with any such policy.

 We
have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions
approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under
our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) involving the Company. You will be able to review these documents by accessing our public
filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report
on Form 8-K.

 In
addition, our audit committee, pursuant to a written charter that we have adopted prior to the consummation of our IPO, is responsible
for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority
of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related
party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous
written consent of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit
committee charter that we have adopted prior to the consummation of our IPO is filed as an exhibit to the registration statement of which
this prospectus is a part. We also require each of our directors and executive officers to complete a directors' and officers'
questionnaire that elicits information about related party transactions.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

 To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent
investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to
acquire or an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.
Furthermore, no finder's fees, reimbursements or cash payments will be made to our Sponsor, officers or directors, or our or their
affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination. However, the
following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the
proceeds of our IPO held in the trust account prior to the completion of our initial business combination:

 Repayment
 of up to an aggregate of $500,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;

 Payment
 to an affiliate of our Sponsor of $10,000 per month, for up to 12 months (or up to 21 months from the closing of our IPO if we extend
 the period of time to consummate a business combination by the full amount of time), for office space, utilities and secretarial
 and administrative support;

 Reimbursement
 for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

 Repayment
 of non-interest bearing loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors
 to finance transaction costs in connection with an intended initial business combination and repayment of non-interest bearing loans
 which may be made by our Sponsor or its affiliates to extend our time period for consummating a business combination, the terms of
 which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto.
 Up to $1,800,000 of the loans made by our Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection
 with our initial business combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon
 consummation of our initial business combination. The units would be identical to the placement units.

 Our
audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

Independence

 The
Nasdaq listing standards require that a majority of our Board of Directors be independent. An "independent director" is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). Our board has determined that each of James Burns, Christopher Constable and
Kenan Gong is an independent director under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled
meetings at which only independent directors are present.

 Item
14. Principal Accounting Fees and Services.

 The
following is a summary of fees paid or to be paid UHY LLP for services rendered.

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by UHY in connection with regulatory filings. The aggregate fees billed by UHY for professional
services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q
for the respective periods and other required filings with the SEC for the year ended December 31, 2023 and for the
year ended December 31, 2022 total approximately $113,000 and $65,284 respectively. The above amounts include
interim procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of
the audit or review of our financial statements and are not reported under "Audit Fees." We paid UHY approximately
$47,000 for professional services rendered for audit related fees for the year ended December 31, 2023, and approximately $31,404
for the year ended December 31, 2022.

 Tax
Fees. We did not pay UHY for tax planning and tax advice for the period from January 1, 2023 through December 31, 2023 and for the period from January 1, 2022 to December 31, 2022.

 All
Other Fees. We did not pay UHY for other services for the period from January 1, 2023 through December 31, 2023 and for the period from January 1, 2022 to December 31, 2022.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 1.
The following documents are filed as part of this Annual Report:

Statements: See "Item 8. Financial Statements and Supplementary Data" herein and "Index to Financial Statements"
and financial statements incorporated by reference therein commencing below.

 2.
Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

 Exhibit

 Number

 Description

 2.1

 and Restated Agreement and Plan of Merger, dated February 29, 2024 (incorporated herein by
 reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchanges Commission
 on February 29, 2024)

 3.1

 Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on March 30, 2023)

 4.1

 Specimen
 Unit Certificate (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission
 on February 27, 2023)

 4.2

 Specimen
 Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange
 Commission on February 27, 2023)

 4.3

 Specimen
 Right Certificate (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission
 on February 27, 2023)

 4.4

 Rights
 Agreement, dated March 27, 2023, by and between the Company and Continental Stock Transfer & Trust Company (incorporated herein
 by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on March 30, 2023)

 10.1

 Letter
 Agreement, dated March 27, 2023, by and among the Company, its officers and directors, and 2TM Holding LP (incorporated herein by
 reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 30, 2023)

 10.2

 Management Trust Agreement, dated March 27, 2023, by and between the Company and Continental Stock Transfer & Trust Company (incorporated
 herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on March 30, 2023)

 10.3

 Registration
 Rights Agreement, dated March 27, 2023, by and between the Company and 2TM Holding LP (incorporated herein by reference to Exhibit
 10.3 to Form 8-K as filed with the Securities and Exchange Commission on March 30, 2023)

 10.4

 Private
 Placement Unit Subscription Agreement, dated March 27, 2023, by and between the Company and 2TM Holding LP (incorporated herein by
 reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on March 30, 2023)

 10.5

 Securities
 Subscription Agreement, dated August 20, 2021, between the Registrant and 2TM Holding LP (incorporated herein by reference to Exhibit
 10.5 to Form S-1 as filed with the Securities and Exchange Commission on February 27, 2023)

 10.6

 and Restated Securities Subscription Agreement, dated December 31, 2021, between Registrant and 2TM Holding LP (incorporated herein
 by reference to Exhibit 10.10 to Form S-1 as filed with the Securities and Exchange Commission on February 27, 2023)

 10.7

 Form
 of Administrative Services Agreement, by and between the Registrant and 2TM Holding LP (incorporated herein by reference to Exhibit
 10.8 to Form S-1 as filed with the Securities and Exchange Commission on February 27, 2023)

 10.8

 and Restated Sponsor Support Agreement, dated February 29, 2024 (incorporated herein by reference
 to Exhibit 10.9 to Form 8-K as filed with the Securities and Exchange Commission on February
 29, 2024)

 10.9

 and Restated Shareholder Voting Agreement, dated February 29, 2024 (incorporated herein by
 reference to Exhibit 10.10 to Form 8-K as filed with the Securities and Exchange Commission
 on February 29, 2024)

 10.10

 Form
 of Lock-Up Agreement (incorporated herein by reference to Exhibit 10.11 to Form 8-K as filed
 with the Securities and Exchange Commission on February 29, 2024)

 10.11

 Form
 of Employment Agreement (incorporated herein by reference to Exhibit 10.12 to Form 8-K as
 filed with the Securities and Exchange Commission on February 29, 2024)

 Form
 of Code of Ethics (incorporated herein by reference to Exhibit 14 to Form S-1 as filed with the Securities and Exchange Commission
 on February 27, 2023)

 99.1

 Form
 of Audit Committee Charter (incorporated herein by reference to Exhibit 99.1 to Form S-1 as filed with the Securities and Exchange
 Commission on February 27, 2023)

 99.2

 Form
 of Compensation Committee Charter (incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and
 Exchange Commission on February 27, 2023)

 31.1

 Certification
 of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-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) and 15(d)-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.

 97.1

 Clawback Policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 Item
16. Form 10-K Summary.

 None.

 SIGNATURE

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 TMT
 Acquisition Corp

 Date: April 11, 2024

 By:

 /s/
 Dajiang Guo

 Dajiang
 Guo

 Chief
 Executive Officer and Chairman

 (Principal
 Executive Officer)

 By:

 /s/
 Jichuan Yang

 Jichuan
 Yang

 Chief
 Financial Officer and Director

 (Principal
 Financial Officer and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/
 Dajiang Guo

 Chief
 Executive Officer and Chairman

 Dajiang
 Guo

 (Principle
 Executive Officer)

 /s/
 Jichuan Yang

 Chief
 Financial Officer and Director

 Jichuan
 Yang

 (Principal
 Accounting and Financial Officer)

 /s/
 James Burns

 James
 Burns

 /s/
 Christoper Constable

 Christopher
 Constable

 /s/
 Kenan Gong

 Kenan
 Gong

 Page

 Part
 I.

 Information

 Item
 1.

 Consolidated
 financial statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB # 1195)

 Sheets as of December 31, 2023 and December 31, 2022

 Statements of Operations for the years ended December 31, 2023 and December 31, 2022

 Statements
 of Changes in Shareholders' (Deficit)/Equity for the years ended December 31, 2023 and 2022

 Statements
 of Cash Flows for the years ended December 31, 2023 and December 31, 2022

 Notes
 to Consolidated financial statements

 - F-20

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Shareholders
of TMT Acquisition Corp and Subsidiary

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of TMT Acquisition Corp and Subsidiary (the "Company") as of December
31, 2023 and 2022, and the related consolidated statements of operations, changes in shareholders' (deficit) equity, and cash flows
for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended
December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company's business plan is dependent on future financing and the completion of the initial business
combination and the Company's working capital and borrowing capacity are not sufficient to complete its planned activities for
one year from the issuance of the financial statements. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding these matters are also described in Note 1 to the financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified
with respect to those matters.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
 UHY LLP

 We
have served as the Company's auditor since 2021.

 New
York, New York

 April
11, 2024

 F- 2

 TMT

 CONSOLIDATED
BALANCE SHEETS

 31,
 2023

 31,
 2022

 ASSETS

 Cash

 $
 46,778

 $
 47,478

 Prepaid expenses

 59,531

 6,979

 Total
 Current Assets

 106,309

 54,457

 Deferred offering costs

 -

 443,284

 Investments held in
 Trust Account

 -

 Total
 Assets

 $
 63,566,787

 $
 497,741

 LIABILITIES AND SHAREHOLDERS'
 (DEFICIT)/EQUITY

 Current liabilities:

 Accrued liabilities

 $
 399,020

 $
 38,620

 Due to related party

 10,000

 -

 Promissory note –
 related party

 -

 444,018

 Total
 Current Liabilities

 409,020

 482,638

 Total
 Liabilities

 409,020

 482,638

 Commitments and contingencies
 (Note 6)

 -

 -

 Redeemable Shares:

 Ordinary shares subject to possible redemption, 6,000,000 shares at
 redemption value of $ 10.58 per share

 -

 Shareholders' (Deficit)/Equity:

 Preferred shares, $ 0.0001 par value; 1,000,000
 shares authorized; none issued and outstanding

 -

 -

 Ordinary shares, $ 0.0001 par value; 150,000,000
 shares authorized; 2,140,000 and 1,725,000 shares issued and outstanding on December 31, 2023, and 2022, respectively

 Additional paid-in capital

 -

 24,827

 Accumulated Deficit

 ( 302,925
)

 ( 9,897
)

 Total
 Shareholders' (Deficit)/Equity

 ( 302,711
)

 15,103

 T otal
 Liabilities and Shareholders' (Deficit)/Equity

 $
 63,566,787

 $
 497,741

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

 F- 3

 TMT

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For
 the year ended
 31,
 2023

 For
 the year ended
 31,
 2022

 Administrative
 fee – related party

 $
 100,000

 $
 -

 Formation
 and operating costs

 590,613

 Loss
 from operations

 $
 ( 690,613
)

 $
 ( 526
)

 Other
 income:

 Income
 from investments held in Trust Account

 2,260,478

 -

 Net
 income (loss)

 $

 $
 ( 526
)

 Weighted
 average shares outstanding of redeemable ordinary shares

 4,553,425

 -

 Basic
 and diluted net income per share, redeemable ordinary shares

 $
 0.81

 $
 -

 Weighted
 average shares outstanding of non-redeemable ordinary shares

 1,985,699

 1,500,000

 Basic
 and diluted net loss per share, non-redeemable ordinary shares

 $
 ( 1.07
)

 $
 ( 0.00
)

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

 F- 4

 TMT

 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT)/EQUITY

 Additional

 Paid-in

 Accumulated

 Deficit

 Total

 Shareholders'

 Amount

 Capital

 (Deficit)/Equity

 as of January 1, 2022

 1,725,000

 $

 $

 24,827

 $

 ( 9,371

)

 $

 15,629

 Net
 loss

 -

 -

 -

 ( 526

)

 ( 526

)

 as of December 31, 2022

 1,725,000

 $

 $

 24,827

 $

 ( 9,897

)

 $

 15,103

 1,725,000

 $

 $

 24,827

 $

 ( 9,897

)

 $

 15,103

 Proceeds
 from sale of public units

 6,000,000

 59,999,400

 -

 60,000,000

 Proceeds
 from sale of private placement units

 370,000

 3,699,963

 -

 3,700,000

 Underwriter's
 commission on sale of public units

 -

 -

 ( 1,200,000

)

 -

 ( 1,200,000

)

 Representative
 shares issued

 270,000

 1,741,473

 -

 1,741,500

 Other
 offering costs

 -

 -

 ( 2,668,701

)

 -

 ( 2,668,701

)

 Initial
 measurement of Ordinary shares Subject to Redemption under ASC 480-10-S99 against additional paid-in capital

 ( 6,000,000

)

 ( 600

)

 ( 58,644,600

)

 -

 ( 58,645,200

)

 Allocation
 of offering costs to ordinary shares subject to redemption

 -

 -

 3,781,346

 -

 3,781,346

 Deduction
 for increases of carrying value of redeemable shares

 -

 -

 ( 6,336,146

)

 -

 ( 6,336,146

)

 Forfeiture
 of ordinary shares

 ( 225,000

)

 ( 23

)

 -

 -

 Net
 income

 -

 -

 -

 Net
 income (loss)

 -

 -

 -

 Subsequent
 measurement of ordinary shares subject to possible redemption (interest earned on trust account)

 -

 -

 ( 397,585

)

 ( 1,862,893

)

 ( 2,260,478

)

 as of December 31, 2023

 2,140,000

 $

 $

 -

 $

 ( 302,925

)

 $

 ( 302,711

)

 2,140,000

 $

 $

 -

 $

 ( 302,925

)

 $

 ( 302,711

)

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

 F- 5

 TMT

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Year
 ended
 December 31,
 2023

 Year
 ended
 December 31,
 2022

 Cash flows from operating
 activities:

 Net income (loss)

 $

 $
 ( 526
)

 Income from investments held in Trust Account reinvested

 ( 2,260,478
)

 -

 Changes in current assets and liabilities:

 Due to related party

 10,000

 -

 Prepaid expenses

 ( 52,552
)

 ( 6,979
)

 Accrued
 liabilities

 360,400

 ( 6,138
)

 Net
 cash used in operating activities

 $
 ( 372,765
)

 $
 ( 13,643
)

 Cash flows from investing
 activities:

 Investment of cash into
 Trust Account

 $
 ( 61,200,000
)

 $
 -

 Net
 cash used in investing activities

 $
 ( 61,200,000
)

 $
 -

 Cash flows from financing
 activities:

 Proceeds from sale of ordinary shares

 $
 60,000,000

 $
 -

 Proceeds from private placement

 3,255,982

 -

 Payment of underwriter's discount

 ( 1,200,000
)

 -

 Payments of offering
 costs

 ( 483,917
)

 ( 138,879
)

 Net
 cash provided by (used in) financing activities

 $
 61,572,065

 $
 ( 138,879
)

 Net change in cash

 $
 ( 700
)

 $
 ( 152,522
)

 Cash at beginning of period

 47,478

 200,000

 Cash at end of period

 $
 46,778

 $
 47,478

 Supplemental cash flow information:

 Deferred
 offering costs included in accrued liabilities

 $
 -

 $
 4,073

 Reclassification
 of amount due to related party to promissory note

 $
 -

 $
 244,018

 Deferred
 offering costs charged to APIC

 $
 2,668,701

 $
 -

 Note
 payable to related party converted to subscription of private placement

 $
 444,018

 $
 -

 Allocation
 of offering costs to ordinary shares subject to redemption

 $
 3,781,346

 $
 -

 Reclassification
 of ordinary shares subject to redemption

 $
 58,645,200

 $
 -

 Remeasurement
 adjustment on ordinary shares subject to possible redemption

 $
 8,596,624

 $
 -

 Issuance of representative
 shares at fair value

 $
 1,741,500

 $
 -

 Forfeiture of ordinary
 shares

 $

 $
 -

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

 F- 6

 TMT

 Notes
to the consolidated financial statements

 NOTE
1 — ORGANIZATION AND BUSINESS OPERATIONS

 TMT
Acquisition Corp (the "Company") was incorporated in the Cayman Islands on July 6, 2021. The Company was formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with
one or more businesses (the "Business Combination").

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

 As
of December 31, 2023, the Company had not commenced any operations. All activity from July 6, 2021 (inception) through December 31, 2023
relates to the Company's formation and the Initial Public Offering ("IPO"), which is described below. The Company will
not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will
generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December
31 as its fiscal year end.

 The
Company's ability to commence operations is dependent upon financial resources obtained through an IPO of 6,000,000
units (the "Public Units" and, with respect to the ordinary share included in the Units being offered, the "Public
Shares") at $ 10.00
per Unit, which is discussed in Note 3, and the sale of 370,000
Units (the "Private Placement Units") at a price of $ 10.00
per Private Placement Unit in private placements to 2TM Holding LP (the "Sponsor") that was closed simultaneously with
the IPO (see Note 4).

 The
Company granted the underwriters a 45-day option from the date of IPO to purchase up to 900,000 additional Units to cover over-allotments,
if any, at the IPO price less the underwriting discounts and commissions. On March 30, 2023, 225,000 ordinary shares stand forfeited
as the overallotment option was not exercised.

 The
underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 1,200,000 in the aggregate, which was paid upon the
closing of the IPO.

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below) (excluding the amount
of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). 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.

 Upon
the closing of the IPO, $ 10.20 per unit sold, including proceeds of the sale of the Private Placement Units, were held 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 185 days or less, or in any open-ended investment company that holds itself out as a money
market fund investing solely in U.S. Treasuries and meeting certain conditions under 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.

 F- 7

 The
Company will provide the holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. 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. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption will be recorded
at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification
("ASC") Topic 480 " Distinguishing Liabilities from Equity."

 The
Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does
not then become subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement that
may be contained in the agreement relating to the Business Combination. If the Company seeks shareholders' approval of the Business
Combination, the Company will proceed with a Business Combination only if the Company 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, or such other vote as required by law or stock exchange rule. 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, conduct the redemptions pursuant to the tender offer rules of the Securities and
Exchange Commission (the "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) and any Public Shares purchased
during or after the IPO in favor of approving a Business Combination. Additionally, 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 the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public
Shares without the Company's prior written consent.

 The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
(i) to modify the substance or timing of the Company's obligation to allow redemption in connection with the Company's initial
Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination
Period (as defined below) 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 upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public
Shares.

 The
Company will have until 12 months from the closing of the IPO to consummate a Business Combination (or up to 21 months from the closing
of the IPO if we extend the period of time to consummate a business combination by the full amount of time) (the "Combination Period").
However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned and not previously released to us to pay our taxes, if any (less up to $61,200 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights
of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the Company's remaining Public Shareholders and its
Board of Directors, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law.

 F- 8

 The
Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will
receive if the Company fails to complete a Business Combination within the Combination period. However, if the Sponsor or any of its
respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account
if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible
that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.00).

 In
order to protect the amounts held in the Trust Account, 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 registered public accounting firm) 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 the lesser of (1) $ 10.20 per Public Share and (2) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.20 per Public Share, due to reductions
in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any
claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the
Company's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a
third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to
reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all
vendors, service providers (other than the Company's independent registered public accounting firm), prospective target businesses
or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account.

 The
Trust Account

 Following
the closing of the IPO and the sale of over-allotment Units, an aggregate of $ 61,200,000 of the net proceeds from the IPO and the sale
of the Private Placement Units was deposited 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 185 days or less, or in any open-ended
investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under
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.

 Liquidity
and Capital Resources

 The
registration statement for the Company's IPO was declared effective on March 27, 2023. On March 30, 2023, the Company consummated
the IPO of 6,000,000 ("Public Units"), at $ 10.00 per Unit, generating gross proceeds of $ 60,000,000 which is described in
Note 3.

 Simultaneously
with the closing of the IPO, the Company consummated the private placement of 370,000 units (the "Private Placement Units")
at a price of $ 10.00 per Placement Unit in a private placement to the Sponsor generating gross proceeds of $ 3,700,000 which is described
in Note 4 and 5.

 Transaction
costs amounted to $ 3,868,701 consisting of $ 1,200,000 of underwriting fees and $ 2,668,701 of other offering costs.

 F- 9

 As
of December 31, 2023, the Company had $ 46,778 in its operating bank account and a working capital deficit of $ 302,711. Subsequent to
the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds
from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying
and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business
Combination.

 In
addition, in order to finance transaction costs in connection with a business combination, the Company's Sponsor or an affiliate
of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan us funds as may be required.
As of December 31, 2023, there was no amount outstanding under any loans.

to our amended and restated memorandum and articles of association, we may 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 21 months to complete a business combination) without submitting
such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith.
In order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees,
upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $ 600,000 ($ 0.10 per share) on or prior
to the date of the applicable deadline, for each three month extension (or up to an aggregate of $ 1,800,000, or $ 0.30 per share if we
extend for the full nine months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing
and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay
such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not
repay such loans. There has been no loan agreement entered through December 31, 2023.

 On
December 1, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company,
TMT Merger Sub, Inc., a Cayman Islands exempted company and the Company's wholly owned subsidiary, and ELong Power Holding Limited,
a Cayman Islands exempted company (the "Target"). The Target develops disruptive battery technologies for commercial and
specialty vehicles as well as energy storage systems, with research and development and production capabilities that span multiple battery
cell chemistries, modules, and packs.

 Upon
consummation of the Merger, among other things, we will acquire all outstanding equity interests in the Target in exchange for our ordinary
shares with a value of $ 450,000,000 (based on an assumed value of $ 10.00 per ordinary share of the Company). Upon the effective time
of the Merger, all of the Class A Ordinary Shares, par value $ 0.00001 per share, of the Target and Class B Ordinary Shares,
par value $ 0.00001 per share, of the Target will be exchanged for 45,000,000 Class A Ordinary Shares (as defined below) and Class B Ordinary
Shares (as defined below) of the Company respectively, less the number of the Company's Class A Ordinary Shares reserved for issuance
upon exercise of the Assumed Warrants (as defined below), allocated among the Target's shareholders on a pro rata basis.

 On
the closing date of the Merger, among other things and subject to receipt of the required shareholder approvals, we shall cause our memorandum
and article of association to be amended and restated in such form to include the designation of the current Ordinary Shares as Class
A Ordinary Shares and shall create the Class B Ordinary Shares to match the existing Target capitalization.

 The
Target currently has outstanding warrants, some of which may not be able to be exercised for Target Class A Ordinary Shares prior to
the closing date of the Merger, as certain commercial and regulatory approvals needed in the People's Republic of China for such
holders of the warrants may not have been received. For that reason, if there are warrants outstanding on the Closing Date, we will assume
such warrants (the "Assumed Warrants") and reserve the number of Class A Ordinary Shares from the Initial Consideration that
will be issuable pursuant to the warrants once exercised.

 Accordingly,
the accompanying consolidated financial statements has been prepared in conformity with U.S. GAAP, which contemplates continuation of
the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, the
Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company
lacks the financial resources it needs to sustain operations for a reasonable period of time. The Company cannot provide any assurance
that its plans to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that the
Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of
the Initial Business Combination or one year from this filing. These factors, among others, raise substantial doubt about our ability
to continue as a going concern.

 F- 10

 NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("US GAAP") and pursuant to the rules and regulations of the SEC.

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Any intercompany
transactions and balances have been eliminated in consolidation.

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities
Act"), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that 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 statement 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 consolidated financial statements in conformity with US 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 consolidated financial statements and the reported amounts of expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the consolidated 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 did no t have any cash equivalents as of December 31, 2023, and December 31, 2022.

 F- 11

 Concentration
of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. As on December 31, 2023, and December 31, 2022, the
Company did not experience losses on this account and management believes the Company is not exposed to significant risks on such account.

 Offering
Costs associated with the Initial Public Offering

 The
Company complies with the requirements of ASC 340-10-S99-1. Deferred offering costs consist of legal, accounting, and other costs (including
underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be
charged to shareholders' equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs,
as well as additional expenses to be incurred, will be charged to operations. The Company complies with the requirements of ASC 340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A - "Expenses of Offering" to allocate offering costs between public shares and
public rights based on the estimated fair values of Public Shares and Public Rights at the date of issuance.

 Offering
costs were $ 3,868,701 consisting principally of underwriting, legal, accounting, and other expenses incurred through the balance sheet
date that are related to the IPO and are charged to shareholders' equity upon the completion of the IPO. Out of $ 3,868,701, $ 3,781,346
was allocated to Public Shares which are subject to redemption based on the estimated fair value of the Public Shares on the IPO date.

 Investments
Held in Trust Account

 The
Company's portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S.
government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from
the change in fair value of these securities is included in income earned on investment held in Trust Account in the accompanying statements
of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 Net
Income/(Loss) Per Share

 The
Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net
loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number
of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the
ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31, 2023,
the Company did not have any dilutive securities and 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 income/(loss) per share is the same as basic income/(loss)
per share for the period presented.

 F- 12

 The
net income (loss) per share presented in the statements of operations is based on the following:

 SCHEDULE OF NET INCOME (LOSS) PER SHARE

 For
 the year

 ended

 31, 2023

 For
 the year

 ended

 31, 2022

 Net income

 $

 $
 ( 526
)

 Income earned on Trust Account

 ( 2,260,478
)

 -

 Accretion of carrying value to redemption
 value

 ( 6,336,146
)

 -

 Net
 loss including accretion of equity into redemption value

 $
 ( 7,026,759
)

 $
 ( 526
)

 SCHEDULE OF INCOME (LOSS) BASIC AND DILUTED PER SHARE

 Redeemable

 Non-Redeemable

 Non-Redeemable

 For
 the year ended

 31, 2023

 For
 the year

 ended

 31, 2022

 Redeemable

 Non-Redeemable

 Non-Redeemable

 Particulars

 Basic and diluted net income/(loss) per share:

 Numerators:

 Allocation of net loss including
 accretion of temporary equity

 $
 ( 4,892,983
)

 $
 ( 2,133,776
)

 $
 ( 526
)

 Income earned on Trust Account

 2,260,478

 —

 —

 Accretion of temporary
 equity to redemption value

 6,336,146

 —

 —

 Allocation of net income/(loss)

 $
 3,703,641

 $
 ( 2,133,776
)

 $
 ( 526
)

 Denominators:

 Weighted-average shares outstanding

 4,553,425

 1,985,699

 1,500,000

 Basic and diluted net
 income/(loss) per share

 $
 0.81

 $
 ( 1.07
)

 $
 ( 0.00
)

Shares Subject to Possible Redemption

 The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing
Liabilities from Equity". Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and
are measured at fair value. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that is
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's
ordinary share features certain redemption rights that are considered to be outside of the Company's control and subject to the
occurrence of uncertain future events. Accordingly, as of December 31, 2023, ordinary shares subject to possible redemption are presented
at redemption value of $ 10.58 per share as temporary equity, outside of the shareholders' equity section of the Company's
consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value
of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying
amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional
paid in capital equals to zero. The Company allocates gross proceeds between the Public Shares and Public Rights based on their relative
fair values.

 F- 13

 As
on December 31, 2023, the ordinary shares reflected in the consolidated balance sheet are reconciled in the following table:

 SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION

 Gross proceeds

 $
 60,000,000

 Less:

 Proceeds allocated to Public Rights

 ( 1,354,800
)

 Allocation of offering costs related to redeemable
 shares

 ( 3,781,346
)

 Plus:

 Accretion of carrying value to redemption value

 6,336,146

 Subsequent measurement
 of ordinary shares subject to possible redemption (income earned on trust account)

 2,260,478

 shares subject to possible redemption

 $

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes under ASC 740, " Income Taxes." Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023.
The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation
from its position.

 There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company's consolidated financial
statements.

 The
Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with
foreign tax laws.

 Any
interest payable in respect to US debt obligations held by the Trust Account is intended to qualify for the portfolio interest exemption
or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company may be subject to tax in their respective
jurisdictions based on applicable laws, for instances, U.S. persons may be subject to tax on the amounts deemed received depending on
whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted
under applicable law.

 Fair
Value of Financial Instruments

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

 Recent
Accounting Standards

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

 F- 14

 NOTE
3 — INITIAL PUBLIC OFFERING

 On
March 30, 2023, the Company sold 6,000,000 Public Units at a purchase price of $ 10.00 per Public Unit generating gross proceeds of $ 60,000,000
related to the IPO. Each Public Unit consists of one ordinary share (each, a "Public Share"), and one right (each, a "Public
Right") entitling the holder thereof to receive two-tenths of one ordinary share upon the consummation of an initial business combination.

 NOTE
4 — PRIVATE PLACEMENTS

 The
Sponsor has purchased an aggregate of 370,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, amounting to $ 3,700,000,
from the Company in a private placement that occurred simultaneously with the closing of the IPO. Each Unit will consist of one ordinary
share, and one right ("Private Right"). Ten Public Rights will entitle the holder to two ordinary shares. The proceeds from
the sale of the Private Placement Units will be added to the net proceeds from the IPO held in the Trust Account. If the Company does
not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in
the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private
Placement Units and Private Rights (including the ordinary shares issuable upon exercise of the Private Rights) will not be transferable,
assignable, or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

 NOTE
5 — RELATED PARTIES

 Founder

 On
August 20, 2021, the Sponsor received 1,437,500 of the Company's Class B ordinary shares in exchange for $ 25,000 paid for deferred
offering costs borne by the Founder.

 In
January 2022, the Company approved, through a special resolution, the following share capital changes (see Note 7):

 (a)

 Each
 of the authorized but unissued 150,000,000 Class A ordinary shares shall be cancelled and be re-designated as the ordinary shares
 of $ 0.0001 par value each (the ordinary shares);

 (b)

 Each
 of the 1,437,500 Class B ordinary shares issued shall be repurchased in consideration for the issuance of 1,437,500 ordinary shares
 of $ 0.0001 par value each; and

 (c)

 Upon
 completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares shall be cancelled.

 In
January 2022, the Company issued an additional 287,500 ordinary shares to the Sponsor for no additional consideration, resulting in our
sponsor holding an aggregate of 1,725,000 ordinary shares (the "Founder Shares"). The issuance was considered as a nominal
issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The Founder Shares include an
aggregate of up to 225,000 shares subject to forfeiture to the extent that the underwriters' over-allotment is not exercised in
full or in part. These 225,000 ordinary shares were forfeited subsequent to IPO as the over-allotment option was not exercised.

 The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earlier of:
(A) one year after the completion of the initial Business Combination or (B) subsequent to our Business Combination, the last sale price
of the ordinary share (x) equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination,
or (y) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock
exchange or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares
for cash, securities or other property.

 F- 15

 Promissory
Note — Related Party

 On
August 20, 2021, the Sponsor issued an unsecured promissory note to the Company (the "Promissory Note"), pursuant to which
the Company may borrow up to an aggregate principal amount of $ 300,000. The Promissory Note was subsequently amended and restated on
December 15, 2021 and June 27, 2022 to increase borrowings up to an aggregate principal amount of $ 500,000. During the year ended December
31, 2022, the Company converted $ 244,018 from due to related party to the Promissory Note. As of December 31, 2022 total outstanding
balance under the Promissory Note was $ 444,018. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31,
2023, or (ii) the consummation of the IPO. In connection with the IPO, the balance of promissory note amounted to $ 444,018 was transferred
as payment for private placement units purchased by related party. As of December 31, 2023, there is no amount outstanding under this
promissory note.

 Up
to $ 1,800,000 of the loans made by our sponsor, our officers and directors, or our or their affiliates to us prior to or in connection
with our initial business combination may be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon
consummation of our initial business combination. The units would be identical to the placement units. The terms of such loans by our
officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect
to seek loans from parties other than our sponsor, our officers and directors or an affiliate of theirs as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. As of
December 31, 2023, there was no outstanding amount under such loan.

 Due
from/to Related Party

 As
of December 31, 2023, there was no amount due from the related party. Further, there is an amount of $ 10,000 due to the related party
which pertains to the administration fee as of December 31, 2023.

 Advisory
Services Agreement

 The
Company engaged Ascendant Global Advisors ("Ascendant") as an advisor in connection with the IPO and business combination,
to assist in hiring consultants and other services providers in connection with the IPO and the business combination, assist in the preparation
of consolidated financial statements and other relevant services to commence trading including filing the necessary documents as part
of the transaction. Further, Ascendant will assist in preparing the Company for investor presentations, conferences for due diligence,
deal structuring and term negotiations.

 During
the period from July 6, 2021 (inception) through December 31, 2021, $ 100,000 has been paid through sponsor as offering costs for these
services. The cash fee of $ 50,000 was paid on the IPO date on March 30, 2023.

 Administration
fee

 Commencing
on the effective date of the registration statement, an affiliate of the Sponsor shall be allowed to charge the Company an allocable
share of its overhead, up to $ 10,000 per month up to the close of the business combination, to compensate it for the Company's
use of its offices, utilities and personnel. An administration fee of $ 100,000 was recorded for the year ended December 31, 2023.

 F- 16

 Note
6 - Commitments and Contingencies

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Units, and Units that may be issued upon conversion of working capital loans (and any
ordinary shares issuable upon the exercise of the Private Placement Right and upon conversion of the Founder Shares) will be entitled
to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of IPO requiring the
Company to register such securities for resale (in the case of the Founder Shares, only after conversion to ordinary shares). 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 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 be required to effect
or permit any registration or cause any registration statement to become effective until the securities covered thereby are released
from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Finder's
Agreement

 In
April 2023, the Company entered into an agreement with a service provider to help introduce and identify potential targets and negotiate
terms of potential Business Combination. In connection with this agreement, the Company will be required to pay a finder's fee
for such services, in an aggregate of 900,00 shares of the combined listing entity upon the closing of the Business Combination.

 Engagement
for Legal Services

 The
Company has a contingent fee arrangement with their legal counsel pursuant to which a flat fee of $ 600,000 is payable to the Company's
legal counsel in connection with the Business Combination. In the event that the actual legal fee exceeds $ 600,000, the Company will
issue the exceeding amount in equity, at 25 % discount to the closing price of the Business Combination.

 Note
7 - Shareholders' Equity

 Preferred
shares - The Company is authorized to issue 1,000,000 shares of preferred shares with a par value of $ 0.0001 per share with such
designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors.
As of December 31, 2023 and December 31, 2022, there were no shares of preferred shares issued or outstanding.

Shares - The Company was authorized to issue 150,000,000 Class A ordinary shares with a par value of $ 0.0001 per share and 10,000,000
Class B ordinary shares with a par value of $ 0.0001 per share. Holders of Class A and Class B ordinary shares were entitled to one vote
for each share.

 On
August 20, 2021, the Sponsor received 1,437,500 of the Company's Class B ordinary shares in exchange for
$ 25,000 paid for deferred offering costs borne by the Founder. Out of the 1,437,500 Class B ordinary shares, an
aggregate of up to 187,500 Class B ordinary shares were subject to forfeiture to the extent that the underwriters'
over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Company's
issued and outstanding ordinary shares after the IPO (excluding private placement shares).

 In
January 2022, the Company approved, through a special resolution, the following share capital changes:

 (a)
 Each
 of the authorized but unissued 150,000,000 Class A ordinary shares shall be cancelled
 and be re-designated as the ordinary shares of $ 0.0001 par value each (the ordinary
 shares);

 (b)
 Each
 of the 1,437,500 Class B ordinary shares issued shall be repurchased in consideration for
 the issuance of 1,437,500 ordinary shares of $ 0.0001 par value each; and

 (c)
 Upon
 completion of the above steps, the authorized but unissued 10,000,000 Class B ordinary shares
 shall be cancelled.

 As
an effect of the above, the Company is authorized to issue 150,000,000 ordinary shares with a par value of $ 0.0001 per
share. Holders of ordinary shares are entitled to one vote for each share. Further, the shareholders also approved the amendment and
restatement of the memorandum and articles of association which has been filed with the Cayman Registrar.

 F- 17

 In
January 2022, the Company issued an additional 287,500
 ordinary shares to the Sponsor as fully paid
bonus shares for no additional consideration. The issuance was considered as a nominal issuance, in substance a recapitalization transaction,
which was recorded and presented retroactively.

 As
of December 31, 2023, there were 2,140,000
ordinary shares issued and outstanding, which does not include 225,000
ordinary shares forfeited as the over-allotment option was not exercised and includes 270,000
Representative Shares (Defined below) and 370,000
Private Placement Units. As of December 31, 2022, 1,725,000
ordinary shares were issued and outstanding, which included 225,000
ordinary shares subject to forfeiture.

 Representative
Shares — Simultaneously with the closing of the IPO, the Company issued to Maxim Partners LLC, pursuant to the underwriting
agreement, 270,000 Representative Shares (the "Representative Shares"). The underwriter has agreed not to transfer, assign
or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination.
In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect
to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions
from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months
(or up to 21 months, if applicable) from the Closing of the Offering. The Representative Shares are classified as equity in accordance
with ASC 718, Shared-Based Payment, and measured based on the fair value of the equity instrument issued. The fair value of the Representative
Shares was $ 1,741,500 at IPO date.

 Rights
 — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will
automatically receive two-tenths (2/10) of one ordinary share upon consummation of the initial business combination. The Company will
not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole
share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving
company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert his, her
or its rights in order to receive the two-tenths (2/10) of one ordinary share underlying each right upon consummation of the business
combination. If the Company is unable to complete the initial business combination within the required time period and the Company will
redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights
and the rights will expire worthless. The rights are indexed to the Company's ordinary shares and meet each of the specified elements
to be classified as equity. The rights were measured at fair value on the IPO date which was used for the allocation of the deferred
offering costs (see Note 2).

 NOTE
8 – FAIR VALUE MEASUREMENTS

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

 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.

 F- 18

 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.

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

 SCHEDULE
OF FAIR VALUE OF ASSETS ON RECURRING BASIS

 Quoted

 Significant

 Significant

 Prices in

 Other

 Other

 As of

 Active

 Observable

 Unobservable

 December 31,

 Markets

 Inputs

 Inputs

 2023

 (Level
 1)

 (Level
 2)

 (Level
 3)

 Assets:

 Investment held in Trust Account

 $

 $

 $
 —

 $
 —

 As
of December 31, 2022, the balance of investments held in Trust Account was $ 0.

 The
following table presents information about the Company's representative shares that are measured at fair value on a non-recurring
basis as of March 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value:

 SCHEDULE
OF FAIR VALUE ON NON-RECURRING BASIS

 March 30,

 2023

 Level

 Representative shares

 $
 1,741,500

 The
fair value of the Representative Shares was estimated at March 30, 2023, to be $ 6.45 based on the fair value per common share as of March
30, 2023, multiplied by the probability of the Initial Business Combination. The following inputs were used to calculate the fair value:

 SCHEDULE
OF FAIR VALUE

 Risk-free interest rate

 4.67
 %

 Expected term (years)

 0.93

 Dividend yield

 0.00

 Volatility

 7.46
 %

 Stock price

 $
 9.77

 F- 19

 Note
9 - Subsequent Events

 The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement
was issued. Based upon review, the Company identified below subsequent events that require disclosure in the financial statements:

 1.

 On
 February 21, 2024, the Company put forward a proposal (Extension Amendment Proposal) to amend the Company's Second Amended
 and Restated Memorandum and Articles of Association (the "A&R Memorandum and Articles") in their entirety and the
 substitution in their place by the third amended and restated memorandum and articles of association of the Company (the "Third
 A&R Memorandum and Articles"), which provides that the Company may elect to extend the date by which the Company has to
 consummate a business combination (the "Combination Period") for a total of up to seven (7) times, as follow: (i) one
 (1) time for an additional three (3) months from March 30, 2024 to June 30, 2024; and subsequently (ii) six (6) times for an additional
 one (1) month each time from June 30, 2024 to December 30, 2024, if requested by the Sponsor (as defined herein) and upon two calendar
 days' advance notice prior to the applicable deadline. If the Extension Amendment Proposal is approved, the Sponsor or its
 designees will contribute to the Company as a loan, the lesser of (a) $165,000 or (b) $0.10 per public share that is not redeemed,
 for the additional three (3) month extension from March 30, 2024 to June 30, 2024 and the lesser of (x) $55,000 or (y) $0.03 per
 public share that is not redeemed, for each month during the subsequent additional one (1) month extensions from June 30, 2024 to
 December 30, 2024, that is needed to complete an initial business combination. Each Contribution will be deposited in the Trust Account
 on or prior to the date of the applicable deadline. Any Contribution is conditioned upon the implementation of the Extension Amendment
 Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved. The amount of each Contribution will not
 bear interest to the Sponsor as a loan and will be repayable by the Company to the Sponsor or its designees upon consummation of
 the business combination. If it is opted not to utilize any remaining portion of the Extension, then the company will liquidate and
 dissolve promptly in accordance with our charter, and the Sponsor's obligation to make additional contributions will terminate.

 2.

 On
 February 21, 2024, the Company also put forward a proposal to adjourn the extraordinary general meeting to a later date or dates
 if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary
 General Meeting, there are insufficient Ordinary Shares represented to approve the Extension Amendment Proposal, (ii) if the holders
 of TMT's public shares (the "Public Shareholders") have elected to redeem an amount of shares in connection with
 the Extension Amendment such that TMT would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC ("Nasdaq"),
 or (iii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed
 with the other proposal (the "Adjournment Proposal").

 3.

 On
 February 27,2024 and April 1, 2024, the Company entered into promissory notes with eLong Power, in which eLong Power agreed to loan
 the Company up to $ 200,000
 and $ 300,000, respectively, to be used for extension deposit. The amount of each promissory note will not bear interest and
 will be repayable by the Company to eLong Power or its registered designees or successors upon consummation of the Business
 Combination. Pursuant to the terms of the promissory
notes, elong Power has the right, but not the obligation to convert the note, in whole or in part, into private units, each consisting
of one ordinary share and one right to received two-tenth (2/10) of one ordinary shares upon the consummation of the Business Combination.
The number of units to be received shall be an amount determined by dividing the sum of the outstanding principal amount payable by $ 10.00.
In the case that the Company does not consummate the Business Combination, the note shall be repaid only from amounts other than the Trust
Account funds, if any.

 4.

 On February 29, 2024, the Company entered into an Amended and Restated
Agreement and Plan of Merger (the "A&R Merger Agreement"), by and among the Company, ELong Power Holding Limited, a Cayman
Islands exempted company (the "Company"), and ELong Power Inc., a Cayman Islands exempted company and a wholly owned subsidiary
of the Company ("Merger Sub"). The A&R Merger Agreement amends and restates that certain Agreement and Plan of Merger,
by and among the Company, TMT Merger Sub, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of the Company, and eLong
Power, dated as of December 1, 2023 (the "Original Agreement"). The A&R Merger Agreement was entered into to modify the
structure of the Merger while the overall economic terms of the Business Combination contained in the Original Agreement remain unchanged.

 5.

 On March 19, 2024, the Company issued an unsecure
 promissory note with no interest charge, with the principal amount of $ 300,000,
 to Xiaozhen Li, the major shareholder of the Sponsor. On March 21, 2024, Ms. Li completed the deposit of $ 300,000
 into the Company's working capital account.

 6.

 On March 28, 2024, the Company adjourned the Extraordinary General Meeting
permanently since the Company did not have the votes to approve Extension Amendment Proposal. A ccording to the Company's Second
Amended and Restated Memorandum and Article of Association, the Company's sponsor or its affiliates or designees proceeded with
extension by depositing $ 600,000 into the trust account for a three-month extension (unless the terms are otherwise subsequently amended
by the shareholders of the Company), which was approved and evidenced by a board consent letter. On April 1, 2024, the Company transferred $ 300,000 from its working capital account to its Trust
Account. On April 1, 2024, eLong Power deposited $ 300,000, into the Trust Account, evidenced by an unsecure promissory note with the principal amount of $ 300,000 dated April 1, 2024.

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