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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the year ended December 31, 2023

 or

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

 For
the transition period from ________ to ________

 Commission
File Number: 001-41860

 AI
Transportation Acquisition Corp

 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification No.)

 East 53rd Street, Suite 3001

 New
 York, NY

 10022

 (Address
 of principal executive offices)

 (Zip
 Code)

 +
(86) 1350 1152063

 (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, par value $0.0001 per share, and one right to acquire 1/8 th of one Ordinary Share

 AITRU

 The
 Nasdaq Stock Market LLC

 Ordinary
 Shares included as part of the Units

 AITR

 The
 Nasdaq Stock Market LLC

 included as part of the Units

 AITRR

 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 15(d) of the Exchange 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 Exchange Act of 1934
during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirement 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 during the preceding 12 months (or for 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 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.

 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 filing 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
common stock held by non-affiliates of the registrant was approximately $ 0.

 As
of April 5, 2024, there were 7,837,750
of the Company's ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Report (as defined below), including, without limitation, statements under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements
can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates,"
"expects," "intends," "plans," "may," "will," "potential," "projects,"
"predicts," "continue," or "should," or, in each case, their negative or other variations or comparable
terminology. There can be no assurance that actual results will not materially differ from expectations.

 Such
statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination
and any other statements that are not statements of current or historical facts. These statements are based on management's current
expectations, but actual results may differ materially due to various factors, including, but not limited to:

 our
 ability to complete our initial business combination;

 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, as a result of which they would then receive expense reimbursements;

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

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

 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 or available to us from interest income on the trust account balance; or

 our
 financial performance.

 The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. Future developments affecting us may not 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. 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.

 Unless
otherwise stated in this Report, or the context otherwise requires, references to:

 "board
 of directors" or "board" are to the board of directors of the Company;

 "Companies
 Act" are to the Companies Act (Revised) of the Cayman Islands, as the same may be amended from to time;

 "Continental"
 are to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our Public
 Rights (as defined below);

 "DWAC
 System" are to the Depository Trust Company's Deposit/Withdrawal At Custodian System;

 "Exchange
 Act" are to the Securities Exchange Act of 1934, as amended;

 "founder
 shares" (which includes the representative shares) are to our ordinary shares initially purchased by our sponsor including
 those shares purchased in a private placement prior to our initial public offering;

 "GAAP"
 are to the accounting principles generally accepted in the United States of America;

 "IFRS"
 are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

 "initial
 business combination" are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar
 business combination with one or more businesses;

 "initial
 public offering" or "IPO" are to the initial public offering that was consummated by the Company on November 10,
 2023;

 "initial
 shareholders" are to our sponsor and any other holders of our founder shares (including the holders of the representative shares)
 prior to our initial public offering (or their permitted transferees);

 "Investment
 Company Act" are to the Investment Company Act of 1940, as amended;

 "JOBS
 Act" are to the Jumpstart Our Business Startups Act of 2012;

 "management"
 or our "management team" are to our officers and directors;

 "Nasdaq"
 are to the Nasdaq Stock Market;

 "ordinary
 shares" are to our single class of ordinary shares par value $0.0001 per share;

 "placement
 rights" are to our private rights to acquire 1/8 th of one ordinary share
 included within the placement units purchased by our sponsor in the private placement;

 "placement
 shares" are to our ordinary shares included within the placement units purchased by
 our sponsor in the private placement;

 "placement
 units" are to the units purchased by our sponsor, with each placement unit consisting of one placement share and one placement
 right;

 "placement
 shares" are to our ordinary shares included within the placement units purchased by
 our sponsor in the private placement;

 "private
 placement" are to the private placement of 277,750 placement units at a price of $10.00 per unit, for an aggregate purchase
 price of $2,777,500, which occurred simultaneously with the completion of our initial public offering;

 "public
 shares" are to shares of our ordinary shares sold as part of the units in our initial public offering (whether they are purchased
 in our initial public offering or thereafter in the open market);

 "public
 shareholders" are to the holders of our public shares, including our initial shareholders and management team to the extent
 our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder's
 and member of our management team's status as a "public shareholder" shall only exist with respect to such public
 shares;

 "public
 rights" are to our rights to receive one-eighth (1/8) of one ordinary share upon consummation of a Business Combination, even
 if the holder of such right redeemed all shares held by it in connection with a Business Combination provide that no fractional shares
 will be issued upon exchange of the rights;

 "PCAOB"
 are to the Public Company Accounting Oversight Board (United States);

 "Report"
 are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

 "representative"
 are to EF Hutton LLC, who is the representative of the underwriters in our initial public
 offering;

 "rights
 agent" are to Continental;

 "Sarbanes-Oxley
 Act" are to the Sarbanes-Oxley Act of 2002;

 "SEC"
 are to the U.S. Securities and Exchange Commission;

 "Securities
 Act" are to the Securities Act of 1933, as amended;

 "sponsor"
 are to AI Transportation Corp;

 "S-1
 Registration Statement" are to the Form S-1 filed initially with the SEC on March 15, 2023, as amended;

 "trust
 account" are to the trust account maintained by the trustee in which the net proceeds of the sale of the units and placement
 units (including to reflect the underwriters exercise of the overallotment in full) in the initial public offering was placed on
 November 10, 2023;

 "trustee"
 are to Continental;

 "underwriters"
 are to the underwriters of our initial public offering, for which the representative is acting as representative;

 "units"
 are to the units sold in our initial public offering, which consist of one public share and one right; and

 "we,"
 "us," "Company" or "our Company" are to AI Transportation Acquisition Corp.

 PART
I

 Item 1.

 Business

 General

 We
are a blank check company incorporated on May 9, 2022, as a Cayman Islands exempted company 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.
We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions
directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from
the proceeds of this offering and the private placement of the units, the proceeds of the sale of our shares in connection with our initial
business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of
this offering or otherwise), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target,
or a combination of the foregoing.

 We
intend to focus our search for a target business in the AI transportation industry, specifically focused on logistics, new energy vehicles,
smart parking, on-board chips, AI algorithms, automotive services, and other types of "intelligent transportation." We believe
that deep learning, reinforced learning, big data, cloud computing, IoT, and other cutting-edge technologies, such as that promoted by
the Institute for AI Research in the field of AI+Transportation, which focuses on self-driving, smart traffic network and cooperative
vehicle infrastructure, will facilitate overcoming key technological obstacles to building intelligence into cities' transportation
network, restructuring the smart transportation ecosystem, and realizing safer, greener, more comfortable and efficient travel. To date,
our efforts have been limited to organizational activities as well as activities related to our offering. We have not selected any potential
business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,
with any potential business combination target.

 Our
sponsor, AI Transportation Corp., a newly-formed British Virgin Islands company, purchased an aggregate of 277,750 placement units at
a price of $10.00 per unit, for an aggregate purchase price of $2,777,500. Each placement unit is identical to the units sold in the IPO, except as described in the registration statement. Our sponsor and certain of our officers and directors own an aggregate of
1,500,000 founder shares following the forfeiture of 225,000 shares because the underwriters declined to exercise its over-allotment
option to purchase up to an additional 900,000 Units
at $10.00 per Unit.

 The
registration statement (the "Registration Statement") for the Company's initial public offering (the
"Initial Public Offering" or the "Offering") was declared effective on November 8, 2023. In connection with
the Initial Public Offering, the Company granted the underwriter a 45-day option to purchase up to an additional 900,000 Units at
the Initial Public Offering price to cover over-allotments. On December 26, 2023, the
Underwriters advised the Company that it has elected not to exercise the over-allotment option and thereby forfeit the option. As a
result, on December 29, 2023, the Company cancelled a total of 225,000 of the
Company's sponsor shares, issued to AI Transportation Corp. thereby reducing the sponsor's total shares to
1,500,000.

 On
November 10, 2023, simultaneously with the closing of the IPO, the Company completed a private placement of an aggregate of 277,750 private
placement units (the "Placement Units"), at a price of $10.00 per Private Placement Unit, generating gross proceeds of $2,777,500
(the "Private Placement"). The Placement Units are identical to the Units sold as part of the public Units in the IPO,
except as described in the Company's Registration Statement, including in part that the initial purchasers agreed not to transfer,
assign or sell any of the Placement Units or underlying securities (except in limited circumstances) until 30 days following the completion
of the Company's initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights
in connection with the purchase of the Placement Units. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended, as the transactions did not involve a public offering.

 A
total of $60,600,000, comprised of the proceeds from the IPO after offering expenses and a portion of the proceeds of the sale of
the 277,750 Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company,
acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay
our taxes, our Amended and Restated Charter will provide that the proceeds from this offering and the sale of the placement units,
will not be released from the trust account until the earliest of (a) the completion of our initial business combination, (b) the
redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated
certificate of incorporation to (i) modify the substance or timing of our obligation to provide for the redemption of our public
shares in connection with an initial business combination, or (ii) to redeem 100% of our public shares if we do not complete our
initial business combination within twelve months from the closing of this offering (or up to a total of 18 months if we extend the
original twelve months, through six one-month extensions provided that, pursuant to the terms of the Company's amended and
restated certificate of incorporation and the trust agreement between Continental Stock Transfer & Trust Company and the
Company, an additional $0.0333 per unit for each month extended totaling $199,800 is deposited
into the trust, subject to applicable law).

 Each
Placement Unit is identical to the units offered in the Registration Statement except as described below. There are no redemption
rights or liquidating distributions from the trust account with respect to the founder shares or placement shares, which will expire
worthless if we do not consummate a business combination within 12 months from the closing of this offering (subject to six
one-month extensions after the closing of the IPO by depositing into the trust account, for each one-month extension, $199,800
($0.0333 per unit). Our initial shareholders have agreed to waive their redemption rights with respect to any founder shares or
placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to
amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or certain amendments to our charter prior thereto, to redeem 100% of
our public shares if we do not complete our initial business combination within 12 months from the completion of this offering or
with respect to any other provision relating to shareholders' rights or pre-initial business combination activity and (iii) if
we fail to consummate a business combination within 12 months from the completion of this offering (subject to six one-month
extensions after the closing of the IPO by depositing into the trust account, for each one-month extension, $199,800 (representing
$0.0333 per public unit) or if we liquidate prior to the expiration of the 18-month period. However, our initial shareholders are
entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or
liquidate within the 18-month period. A portion of the purchase price of the placement units was added to the proceeds from this
offering to be held in the trust account such that $60,600,000 is held in the trust account. If we do not complete our initial
business combination within 12 months from the closing of this offering (subject to six one-month extensions after the closing of
the IPO by depositing into the trust account, for each one-month extension, $199,800 (representing $0.0333 per public unit),
the proceeds from the sale of the placement units held in the trust account will be used to fund the redemption of our public shares
(subject to the requirements of applicable law) and the placement units and placement shares will expire worthless.

 On
December 29, 2023, the Company issued a press release and a Current Report on Form 8-K announcing that the holders of the Company's
units (the "Units") may elect to separately trade the Company's ordinary shares, par value $0.0001 per share and rights
included in the Units commencing on or about January 2, 2024. Each Unit consists of one Ordinary Share and one Right. Each Right entitles
the holder to receive one-eighth (1/8) of one Ordinary Share upon consummation of its initial business combination. The Ordinary Shares
and Rights that are separated will trade on the Nasdaq under the symbols "AITR" and "AITRR," respectively. Those
units not separated will continue to trade on the Nasdaq under the symbol "AITRU." Holders of Units will need to have their
brokers contact Continental Stock Transfer & Trust Company, the Company's transfer agent, in order to separate the Units into
Ordinary Shares and Rights.

 As
of December 31, 2023, the Company had not commenced any operations. All activity for the period from May 9, 2022 (inception) through
December 31, 2023, relates to the Company's formation and the Initial Public Offering (as defined below). The Company will not
generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income on cash in bank and cash held in trust account from the proceeds derived from the Initial Public Offering.

 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.

 Our
Management Team

 For
more information on the experience and background of our management team, see the section entitled "Management."

 Business
Strategy

 Our
business strategy is to identify and complete one or more Business Combinations with a target operating in the AI
transportation industry, specifically focused on logistics, new energy vehicles, smart parking, on-board chips, AI algorithms, automotive
services, and other types of "intelligent transportation" that is compliant with all applicable laws and regulations
within the jurisdictions in which it is located or operates. We will seek potential targets which we believe can materially grow revenue
and earnings both organically and inorganically through the efforts of our management team. These may include targets that can benefit
from access to capital in order to: (i) increase spending on strategic initiatives that are expected to generate favorable returns and
which can accelerate revenue and earnings growth; (ii) invest in infrastructure or technology; or (iii) fundamentally restructure their
business operations.

 We
plan to leverage our management team's network of potential proprietary and public transaction sources where we believe a combination
of our relationships, knowledge and experience in the technology sector could effect a positive transformation or augmentation of existing
businesses to improve their overall value. Over the course of their careers, the members of our management team have developed a comprehensive
network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. We plan to
leverage relationships with management teams of public and private companies, investment professionals at private equity firms and other
financial Sponsors, owners of private businesses, investment bankers, restructuring advisers, consultants, attorneys and accountants,
which we believe should provide us with a number of Business Combination opportunities.

 There
is no geographic limitation to the location of targets, as these types of opportunities are not necessarily bound by geography. While
evaluating any Business Combination, we believe that the stage of the market should be considered whether it is a new, transitioning,
or a mature market. Our management team believes that the AI era will not only profoundly change and influence the consumer sector, but
also revolutionize it. Under the persistent influence of disruptive technologies, aspects of society can improve through new levels of
efficiency, productivity and convenience. Presently, AI is the main trend of future scientific and technological development. 1 Many
in the transportation sector have already identified the infinite potential of AI, with the global market forecast to reach $3,870,000,000
by 2026. 2 Transportation is fundamental to supporting economic growth, creating jobs and connecting people to essential services
such as healthcare or education. But in many developing countries, the benefits are not being realized, as more than one billion people
still live more than 2 kilometers from an all-weather road, where lack of access is inextricably linked to poverty and one in six women
globally do not look for jobs out of fear of harassment in transit. 3 Road crashes claim more than 1.35 million lives annually,
however 93% of the deaths occur in developing countries. 4 There is also an urgent need to reduce the climate impact of transport,
as domestic and international transport already contribute to more than 23% of global greenhouse gas ("GHG") emissions. 5
 As populations, economies, and the need for mobility grow, GHG emissions from transport could increase by as much as 60% by 2050
if left unchecked. 6

 When
it comes to transportation, developing countries face a dual challenge: ensuring everyone has access to efficient, safe, and affordable
mobility, and doing so with a much smaller climate footprint. Ambitious investments in solutions such as high-quality public transport,
well-connected cities, non-motorized transport options, and cleaner technologies can help achieve development progress and climate targets
simultaneously. 7

 The Future of AI: How Artificial Intelligence Will Change the World | Built In

 AI In Transportation Market | Size, Share, Growth | 2022 to 2027 (marketdataforecast.com)

 WBTransportNarrative.pdf (worldbank.org)

 Global Road Safety Facility | GRSF

 Decarbonising Transport initiative | ITF (itf-oecd.org)

 See Id.

 Global Facility to Decarbonize Transport (GFDT) (worldbank.org)

 Our
management team, as well as industry experts, believe that technological innovation through intelligent transportation has endless possibilities
with a pressing need to decrease congestion, increase efficiency, transition to the use of sustainable materials, reduce contribution
to pollution and increase transportation availability to those in underserved communities. The application of AI in the transportation
industry can be seen as a process from internet technology to operational technology to evolutionary technology. Initially, the transportation
industry must invest significant resources to realize informationization and digitization, in order to mine data value, export products
and services, and form a standardized operation process and model in order to achieve intelligence. Digitalization, intelligence and
automation are the main themes of global industrial development and the mainstream trends in the digital information era. Our management
team believes that future investment, construction and application of the intelligent transportation to this industry will need comply
with this trend.

 Global
population growth and continuing improvement in global living standards, particularly in developing nations, is expected to drive ongoing
growth in demand for AI and AI powered technologies, including in the automobile sector, both for commercial and personal uses. In light
of this, we intend to capitalize on the team's broader experience and connections in the AI and technology industries to identify,
acquire and operate a business that may provide opportunities for attractive risk-adjusted returns, with a particular focus on opportunities
aligned with AI, technology and transportation. Our management team believes this area of focus represents a growing, favorable and highly
fragmented market opportunity to consummate a business combination.

 We
have not identified any particular geographical area or country in which we may seek a business combination. However, our sponsor and
members of our Board of Directors and management have significant business ties to and are based in China. We may consider a business
combination with an entity or business with a physical presence or other significant ties to China, including Hong Kong and Macau, which
may subject the post-business combination business to the laws, regulations and policies of China. Any target for a business combination
may conduct operations through subsidiaries in China. The legal and regulatory risks associated with doing business in China may make
us a less attractive partner in an initial business combination than other special purpose acquisition companies that do not have any
ties to China. As such, our ties to China may make it harder for us to complete an initial business combination with a target company
without any such ties.

 Business
Combination Criteria

 In
line with our strategy, we have identified the following general criteria and guidelines that we believe are important to assess future
business objectives. We intend to use these standards and guidelines to assess acquisition opportunities, but we may decide to conduct
our initial business merger with target businesses that does not meet these standards and guidelines.

 We
believe that in the AI transportation industry, a considerable number of target companies can benefit from the large-scale operation
of new capital and the integration of production and transportation, which we believe will bring considerable revenue and revenue growth.

 We
intend to acquire one or more businesses that have one or more of the following characteristics:

 AI
 transportation businesses. We will look for companies that are or may enter the AI transportation field, and these companies
 can benefit from the deep operating experience of our management team and the huge industry network. In addition, our operational
 and financial experience in automotive and automotive related areas will enable us to effectively assess the reliability of potential
 target business plans, the ability to manage execution, and the potential impact of future mobility trends. The collective image
 of our management team enables us to effectively work diligently, quickly evaluate opportunities and identify opportunities for shareholder
 value creation.

 Growth
 of the business. We believe that growth focuses on future growth, not the past, and we must look at the future from the perspective
 of ceiling theory. Growth needs to be qualitative and cannot be accurately quantified. For emerging industries, the reference of
 historical data is of little significance. For mature industries, longer historical data (preferably covering a complete economic
 cycle) can provide some clues, which is still necessary as a reference.

 Barriers
 to entry. We believe that companies need to find their own position, find their core competitiveness, or competitive advantage,
 and build their own competitive barriers.

 Core
 competencies. We believe that only companies with core and competitive capabilities can succeed. Core competitiveness includes
 shareholder structure, founders, core teams, research and development capabilities, professionalism, and business management models.
 For example, the founder and core team, the personnel matching team has more advantages, in addition, the quality, character, and
 business capabilities of enterprise leaders are the core influencing factors in the development of the enterprise.

 Consolidation
 opportunities. We will seek businesses that can lay a solid foundation for industry consolidation and expansion.

 Can
 benefit from becoming a listed company. We will seek businesses that can benefit from listed companies, including wider access
 to equity and debt capital markets, a public image related to listed companies, and stricter governance disciplines compared with
 private companies.

 The
foregoing standards and guidelines are not exhaustive. Any assessment relating to the benefits of a particular initial business merger
may be based on these general criteria and guidelines as well as other considerations, criteria and guidelines that our management may
consider relevant.

 Our
acquisition strategy is to identify an untapped opportunity within the intelligent transportation systems and mobility industry and offer
a public-ready business, a facility through which to enter the public sphere, access capital markets, and advance its priorities. We
intend to focus on companies that have a solid technological foundation and promising market opportunities, which have so far refrained
from becoming public for a variety of reasons. We hope to serve as an attractive partner for those companies, enabling them to go public
in an alternate, more easily accessible manner — a business combination transaction — and to thereby benefit from the capital-raising
options available for a publicly traded company in the U.S.

 Our
sponsor's participants and their affiliates have extensive experience and expertise in strategic investments in public and private
companies where they have a strong investment conviction driven by clearly identifiable growth opportunities. We will apply a similar
investment philosophy and approach to analyze prospective targets and identify an attractive business combination.

 Our
Acquisition Process

 We
intend to leverage our competitive strengths to consummate an attractive Business Combination including by utilizing our extensive sourcing
network of our management team to identify target businesses servicing the electric vehicle industry that we believe are underperforming,
and leverage our network to streamline the diligence process, to achieve a deep level of understanding of the operations of such target
businesses. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate
relationships that we believe will serve as a useful source of acquisition opportunities.

 In
evaluating prospective Business Combinations, we expect to conduct a thorough due diligence review process that will encompass, among
other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable),
on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate.
Our diligence regime includes extensive bottom-up fundamental research and analysis, as well as analysis of the overall industry and
competitive landscape. We intend to apply rigorous, criteria-based, disciplined, and valuation-centric metrics to acquire a target on
terms that we believe provide significant upside for a short-term investment and provide a potential to grow organically as well as through
acquisitions. We intend to acquire a target company that we believe can offer an attractive risk-adjusted return for shareholders.

 We
will seek to structure the proposed Business Combination at a price that management deems attractive relative to our view of intrinsic
value and future potential. We intend to develop and implement strategies to improve the business's operational and financial performance
and create a platform for growth. We intend to structure and execute a Business Combination that will provide the combined business with
a capital structure that will support the growth in shareholder value and give it the flexibility to grow organically and/or through
strategic acquisitions or divestitures.

 We
will evaluate companies to determine the strength of their management team and how well their team could work with and benefit from the
capabilities of our management to tangibly improve the operations and market position of the target company. We will spend significant
time assessing a company's leadership, operational capabilities, financial results, and ability to maximize its human capital efficiency
over time.

 We
are not prohibited from pursuing a Business Combination with a company that is affiliated with our Sponsor, officers or directors. In
the event we seek to complete our Business Combination with a company that is affiliated with our Sponsor, officers or directors, we,
or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA
or an independent accounting firm to ascertain that our Business Combination is fair to our company from a financial point of view.

 Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity. Accordingly,
if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or
she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her
fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual
obligations of our officers or directors will not materially affect our ability to complete our Business Combination. Our Amended and
Restated Certificate of Incorporation provides that we renounce our interest in any corporate opportunity offered to any director or
officer 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,
and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

 Sourcing
of Potential Target Businesses

 Our
process of identifying acquisition targets will leverage our Sponsor and our management team's industry experiences, proven deal
sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams,
private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment
market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number
of Business Combination opportunities. We expect that the collective experience, capability and network of our Sponsor, our directors
and officers, combined with their individual and collective reputations in the investment community, will help to create prospective
Business Combination opportunities.

 In
addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including
investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a
result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think
we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses
we are targeting. Our officers and directors, as well as their respective affiliates, may also bring to our attention target business
candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they
may have, as well as attending trade shows or conventions.

 We
also expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result
of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional
firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals
in the future, in which event we may pay a finder's fee, consulting fee or other compensation to be determined in an arm's
length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the
use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis
with a potential transaction that our management determines is in our best interest to pursue. Payment of finder's fees is customarily
tied to completion of a transaction; in which case any such fee will be paid out of the funds held in the Trust Account.

 In
no event, however, will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid
any finder's fee, consulting fee or other compensation by the Company prior to, or for any services they render in order to effectuate,
the completion of our Business Combination (regardless of the type of transaction that it is). None of our Sponsor, executive officers
or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder's fees or consulting fees
from a prospective Business Combination target in connection with a contemplated acquisition of such target by us.

 We
are not prohibited from pursuing a Business Combination with a business that is affiliated with our Sponsor, officers, or directors.
In the event we seek to complete our Business Combination with a business that is affiliated with our Sponsor, officers or directors,
we, or a committee of independent directors, will obtain an opinion from either an independent investment banking firm that is a member
of FINRA or an independent accounting firm that our Business Combination is fair to our Company from a financial point of view. Furthermore,
in the event that we seek such a Business Combination, we expect that the independent members of our board of directors would be involved
in the process for considering and approving the transaction.

 Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities, including entities that are affiliates of our Sponsor, pursuant to which such officer or director is or will be required
to present a Business Combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a Business
Combination opportunity which is suitable for an entity 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, subject
to their fiduciary duties under Delaware law.

 Competition

 In
identifying, evaluating and selecting a target business for our Business Combination, we may encounter competition from other entities
having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds,
public companies and operating businesses seeking strategic Business Combinations. Many of these entities are well established and have
extensive experience identifying and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than we do. 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 Business Combination of a target
business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may
reduce the resources available to us for our Business Combination and our outstanding Public Rights, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage
in successfully negotiating a Business Combination.

 Facilities

 Our
executive offices are located at 10 East 53rd Street, Suite 3001, New York, NY 10022 and our telephone number is + (86) 1350 1152063. We consider our current office space adequate for our current operations.
An affiliate of our Sponsor has agreed to make available to our Sponsor certain general and administrative services, including such office
space and the Company has agreed to pay to the affiliate of our Sponsor, $10,000 per month for up to twelve months, subject to extension
to up to 18 months, for such administrative services.
$20,000 and $0 was accrued
as of December 31, 2023 and 2022.

 Employees

 We
currently have two executive officers. These individuals 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 Business Combination. The
amount of time they will devote in any time period will vary based on whether a target business has been selected for our Business Combination
and the stage of the Business Combination process we are in. We do not intend to have any full-time employees prior to the completion
of our Business Combination.

 Periodic
Reporting and Financial Information

 We
have registered our ordinary shares and rights under the Exchange Act and have reporting obligations as a result, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports will contain financial statements audited and reported on by our independent registered public accounting firm.

 We
will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender
offer materials, as applicable, sent to stockholders to assist them in assessing the target business. In all likelihood, these financial
statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the
historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement
requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements
in time for us to disclose such statements in accordance with federal proxy rules and complete our Business Combination within the prescribed
time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have
financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able
to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot
be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates,
we do not believe that this limitation will be material.

 We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2024, as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large-accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 We
have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange
Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing
a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the completion of our Business
Combination.

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible 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 auditor attestation
requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary
shares held by non-affiliates did not equal or exceed $250.0 million as of the prior June 30, or (2) our annual revenues did not exceed
$100.0 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or
exceed $700.0 million as of the prior June 30.

 Legal
Proceedings

 There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months
preceding December 31, 2023.

 Risk
Factors Summary

 An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in
the section titled "Risk Factors," alone or in combination with other events or circumstances, may materially adversely affect
our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could
lose all or part of your investment. Such risks include, but are not limited to:

 Our
 public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete
 our initial business combination even though a majority of our public shareholders do not support such a combination. See "Risk
 Factors," page 43 for further information.

 If
 we seek shareholder approval of our initial business combination, our initial shareholders and members of our management team have
 agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

 Your
 only opportunity to affect the investment decision regarding a potential business combination
 may be limited to the exercise of your right to redeem your shares from us for cash.

 The
 ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business
 combination targets, which may make it difficult for us to enter into a business combination with a target.

 The
 ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to
 complete the most desirable business combination and could increase the probability that our initial business combination would be
 unsuccessful.

 The
 requirement that we complete an initial business combination within the period to consummate the initial business combination may
 give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to
 conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our
 ability to complete our initial business combination on terms that would produce value for our shareholders.

 We
 may not be able to complete our initial business combination within the prescribed time frame,
 in which case we would cease all operations except for the purpose of winding up and we would
 redeem our public shares and liquidate, in which case our public shareholders may receive
 only $10.10 per share, or less than such amount in certain circumstances, and our rights
 will expire worthless.

 Because
 we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability
 to protect your rights through courts in the United States may be limited.

 Risks
Related to Acquiring or Operating Businesses in the PRC

 We
 may undertake our initial business combination with an entity or business which is based in a foreign country, including China, and
 the laws and regulations of such foreign countries may not afford U.S. investors or regulatory agencies access to information normally
 available to them with respect to U.S. based entities.

 Trading
 in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the "HFCA Act") if the PCAOB
 determines that it cannot inspect or fully investigate our auditor. In that case, Nasdaq would delist our securities. The delisting
 of our securities, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally,
 the inability of the PCAOB to conduct inspections may deprive our investors with the benefits of such inspections.

 U.S.
 laws and regulations, including the HFCA Act, may restrict or eliminate our ability to complete a business combination with certain
 companies, particularly those acquisition candidates with substantial operations in China.

 We
 may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject
 to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the
 United States (CFIUS), or ultimately prohibited.

 Recent
 regulatory actions by the government of the People's Republic of China with respect to foreign capital efforts and activities,
 including Business Combinations with offshore shell companies such as SPACS, may adversely impact our ability to consummate a business
 combination with a China based entity or business, or materially impact the value of our securities following any such business combination.

 The
 Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy
 through regulation and state ownership.

 Uncertainties
 in the interpretation and enforcement of PRC laws and regulations and changes in policies,
 rules, and regulations in China, which may be quick with little advance notice, could limit
 the legal protection available to you and us.

 We
 will not conduct an initial business combination with any target company that conducts operations
 through VIEs, which may limit the pool of acquisition candidates we may acquire in the PRC
 and make it more difficult and costly for us to consummate a business combination with a
 target business operating in the PRC.

 PRC
 M&A Rules governing mergers and acquisitions ("PRC M&A Rules") and other PRC regulations may make it more difficult
 for us to complete an acquisition of a target business.

 If
 the Securities Regulatory Commission (CSRC), the Cyberspace Administration of China (CAC) or another PRC regulatory body subsequently
 determines that its approval is needed for this offering, for a business combination, the issuance of our ordinary shares upon exercise
 of the rights, or maintaining our status as a publicly listed company outside of China, we may face approval delays, adverse actions
 or sanctions by applicable PRC regulatory agencies.

 You
 may experience difficulties in effecting service of legal process, enforcing foreign judgments,
 or bringing actions in China against us or our management and directors based on foreign
 laws. It may also be difficult for you or overseas regulators to conduct investigations or
 collect evidence within China.

 Any
 actions by the Chinese government, including any decision to intervene or influence the operations
 of any future PRC subsidiary or to exert control over any offering of securities conducted
 overseas and/or foreign investment in China-based issuers, may cause us to make material
 changes to the operations of any future PRC subsidiary, may limit or completely hinder our
 ability to offer or continue to offer securities to investors, and may cause the value of
 such securities to significantly decline or be worthless.

 Cash-Flow
 Structure of a Post-Acquisition Company Based in China.

 Exchange
 controls that exist in the PRC may restrict or prevent us from using the proceeds of this offering to acquire a target company in
 the PRC and limit our ability to utilize our cash flow effectively following our initial business combination.

 Because
 our Sponsor and members of our Board of Directors and management have significant business ties to and are based in the PRC, we will
 face certain legal and operational risks following our initial public offering, which could cause a significant depreciation of the
 value of our ordinary shares including rendering them worthless.

 Since
 a majority of our directors and officers have significant ties to China, the Chinese government may have potential oversight and
 discretion over our directors' and officers' search for a target company, which could adversely impact our initial business
 combination, future business and any future offering of securities.

 Recent
 greater oversight by the PRC government and Cyberspace Administration of China over data security, particularly for companies seeking
 to list on a foreign exchange, could adversely impact our initial business combination, future business and any future offering of
 securities.

 In
 July 2021, the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to
 promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities
 to strengthen cross-border oversight. If a PRC regulatory body subsequently determines that its approval is needed for this offering,
 we cannot predict whether we will be able to obtain such approval.

 Risks
Relating to the Post-Business Combination Company

 Subsequent
 to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
 or other charges that could have a significant negative effect on our financial condition, results of operations and our share price,
 which could cause you to lose some or all of your investment.

 The
 officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a
 business combination target's key personnel could negatively impact the operations and profitability of our post-combination
 business.

 Our
 management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control
 of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such
 business.

 Risks
Relating to Our Management Team

 Our
 Sponsor and members of our Board of Directors and management have significant business ties to and are based in the People's
 Republic of China (the "PRC" or "China").

 Since
 a majority of our directors and officers have significant ties to China, the Chinese government may have potential oversight and
 discretion over the conduct of our directors' and officers' search for a target company.

 The
 members of our Board of Directors and management team are located in China, they are citizens of China and/or their assets are located
 in China, and following completion of a business combination, we may conduct most of our operations in China and most of our assets
 may be located in China.

 We
 are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

 Our
 ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the
 efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could
 negatively impact the operations and profitability of our post-combination business.

 Risks
Relating to Our Securities

 Nasdaq
 may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities
 and subject us to additional trading restrictions.

 Our
 sponsor paid an aggregate of $25,000, or approximately $0.017 per founder share, and, accordingly, you will experience immediate
 and substantial dilution from the purchase of the ordinary shares.

 Since
 our sponsor paid approximately $0.017 per share for the founder shares, our officers and directors could potentially make a substantial
 profit even if we acquire a target business that subsequently declines in value.

 General
Risk Factors

 We
 are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability
 to achieve our business objective.

 Past
 performance by our sponsor and our management team including their affiliates and including the businesses referred to herein, may
 not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.

 For
the complete list of risks relating to our operations, see the section titled "Risk Factors" contained in our Registration
Statement.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 Not
applicable.

 ITEM
 2.

 PROPERTY

 We
currently maintain our executive offices located at 10 East 53rd Street, Suite 3001, New York,
NY 10022 and our telephone number is + (86) 1350 1152063. We consider our current office space adequate for our current operations.
 An affiliate of our Sponsor has agreed to make available to our Sponsor certain general and administrative
services, including such office space and the Company has agreed to pay to the affiliate of our Sponsor, $10,000 per month for up to
twelve months, subject to extension to up to 18 months, for such administrative services. $20,000 and $0 was accrued as of December
31, 2023 and 2022.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 None.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
 5.

 MARKET
 FOR ORDINARY EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
Units, Public Shares, and Public Rights are traded on the Nasdaq Stock Exchange under the symbols "AITRU," "AITR,"
and "AITRR," respectively. Our Units commenced public trading on November 9, 2023, and our Public Shares and Public Rights
commenced separate trading on January 2, 2024.

 Holders

 As
of April 5, 2024, there were 8 holders of record of our Units, 1 holders
of record of our Public Shares, 7 holders of record of our founder shares, and 1 holders of record of our Public Rights. The number of
record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock
whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

 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 account (subject to solvency requirements) as permitted under Cayman Islands law.
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

 On
November 10, 2023, simultaneously with the consummation of the closing of the IPO, the Company consummated the private placement
of an aggregate of 277,750 units (the "Private Placement Units") to AI Transportation
Corp, the sponsor of the Company (the "Sponsor"), at a price of $10.00 per Private Placement Unit, generating total gross
proceeds of $ 2,777,500 (the "Private Placement"). No underwriting discounts
or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act.

 The
placement units (and underlying placement shares) are identical to the units sold in the private offering. Our initial shareholders have
agreed (A) to vote their placement shares in favor of any proposed business combination, (B) not to convert any placement shares in connection
with a shareholder vote to approve a proposed initial business combination or sell any placement shares to us in a tender offer in connection
with a proposed initial business combination and (C) that the placement shares shall not participate in any liquidating distribution
from our trust account upon winding up if a business combination is not consummated. In the event of a liquidation prior to our initial
business combination, the placement units will likely be worthless.

 Use
of Proceeds from the Public Offering

 On
November 10, 2023, the Company consummated its Initial Public Offering of 6,000,000 units (the "Units" c onsisting
of one Ordinary share and one right entitling the holder thereof to receive one-eighth (1/8) of one ordinary share of upon consummation
of our initial business combination (the "Public Shares")), at $10.00 per Unit, generating gross proceeds of $60,000,000,
and incurring offering costs of 2,723,449, of which $1,200,000 was for deferred underwriting commissions. The Company granted the underwriter
a 45-day option to purchase up to an additional 900,000 Units at the Initial Public Offering price to cover over-allotments.

 As
of the date hereof, the underwriters have not yet exercised their option to purchase an additional 900,000 Option Units pursuant to the
exercise of the over-allotment option.

 The
securities sold in the Public Offering were registered under the Securities Act on the Company's registration statement on Form
S-1 (No. 333-270558). The SEC declared the registration statement effective on November 8, 2023.

 Of
the gross proceeds received from the Initial Public Offering and a portion of the proceeds of the Private Placement Units, $60,600,000
was placed in a Trust Account at the closing on November 10, 2023. We issued 60,000 of the Company's ordinary shares, par value
$0.0001 per share, to designees of the representative of the underwriters (the "representative shares"). We paid a total
of $837,500 in underwriting discounts and commissions and $685,948 for other costs and expenses related to the Initial Public Offering.
In addition, the underwriters agreed to defer $1,200,000 in underwriting discounts and commission.

 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 AI Transportation Acquisition Corp. The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
financial statements and related notes included herein.

 Cautionary
Note Regarding Forward-Looking Statements

 All
statements other than statements of historical fact included in this Report including, without limitation, statements under this "Management's
Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting
on the Company's behalf are qualified in their entirety by this paragraph.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set
forth below includes forward-looking statements that involve risks and uncertainties.

 Overview

 We
are a newly organized blank check company incorporated as a Cayman Islands exempted company formed for the purpose of effecting a merger,
capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(i.e., our "initial business combination").

 We
intend to focus our search for a target business in the AI transportation industry, specifically focused on logistics, new energy vehicles,
smart parking, on-board chips, AI algorithms, automotive services, and other types of "intelligent transportation." We believe
that deep learning, reinforced learning, big data, cloud computing, IoT, and other cutting-edge technologies, such as that promoted by
the Institute for AI Research in the field of AI+Transportation, which focuses on self-driving, smart traffic network and cooperative
vehicle infrastructure, will facilitate overcoming key technological obstacles to building intelligence into cities' transportation
network, restructuring the smart transportation ecosystem, and realizing safer, greener, more comfortable and efficient travel. To date,
our efforts have been limited to organizational activities as well as activities related to our offering. We have not selected any potential
business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,
with any potential business combination target.

 We
intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering, including the full
exercise of the underwriters' over-allotment option, and the sale of the Placement Units that occurred simultaneously with the
Initial Public Offering, our securities, debt or a combination of cash, securities and debt.

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

 Result
of Operations

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities from May 9, 2022 (inception) through December
31, 2023 were organizational activities and those necessary to prepare for the Initial Public Offering. Subsequent to the Initial Public
Offering, our activities have been limited to identifying a target company for a Business Combination. We do not expect to generate any
operating revenues until after the completion of our Business Combination, at the earliest. We generate non-operating income in the form
of interest income on securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial
reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing,
a Business Combination.

 Liquidity
and Capital Resources

 As
of December 31, 2023, the Company had $584,635 of cash in its operating bank account.

 The
Company's liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000
from the Sponsor to cover for certain offering costs on the Company's behalf in exchange for issuance of Founder Shares (as defined
in Note 5), and loan from the Sponsor of $159,069 under the Note (as defined in Note 5). On December 6, 2023, an amount of $159,069 borrowed under the promissory note with the Sponsor was fully repaid by the Company. There
was a balance of $0 and $29,237 under the promissory note as of December 31, 2023 and 2022, respectively. Subsequent to the consummation of the Initial Public
Offering, the Company's liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering
and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a
Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are
not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2023, there were no amounts outstanding
under any Working Capital Loan.

 Until
the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise
additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The
Company's Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time,
in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the
Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the
pursuit of a potential transaction, and reducing overhead expenses.

 These conditions raise substantial doubt about the Company's ability
to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to
liquidate. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification
of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 Going
Concern

 In connection with the Company's assessment of going concern considerations
in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern," management has determined that if the Company is unsuccessful in consummating an initial
business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations,
redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying financial
statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"),
which contemplate continuation of the Company as a going concern.

 Off-Balance
Sheet Financing Arrangements

 We
did not have any off-balance sheet arrangements as of December 31, 2023.

 Contractual
Obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. Until completion of
the Company's Business Combination or liquidation, the Company may reimburse AI Transportation Corp, the Sponsor, up to an amount
of $10,000 per month for office space, secretarial and administrative support.

 The
Underwriter was paid a cash underwriting fee of 1.4% of gross proceeds of the Public Offering, or $837,500. In addition, the Underwriter
is entitled to aggregate deferred underwriting commissions of $1,200,000 consisting of 2.0% of the gross proceeds of the Public Offering.
The deferred underwriting commissions will become payable to the Underwriter from the amounts held in the Trust Account solely in the
event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

 Critical
Accounting Policies

 The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. As of December 31, 2023, there was no critical accounting policies or estimates.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 The
net proceeds of the Initial Public Offering, including amounts in the Trust Account, are invested in U.S. government securities with
a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act
of 1940, as amended, that 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. We have not engaged in any hedging activities since our
inception, and we do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

 ITEM
 8.

 Financial
 Statements and Supplementary Data

 This
information appears following Item 15 of this Report and is included 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 designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 Under
the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting
officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended
December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal
executive officer and principal financial and accounting officer have concluded that due to inadequate segregation of duties within account
processes and insufficient written policies and procedures for accounting, IT and financial reporting and record keeping, during the
period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level and, accordingly,
provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms.

 Management's
Report on Internal Controls Over Financial Reporting

 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

 None.

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
 10.

 DIRECTORS
 AND EXECUTIVE OFFICERS OF THE REGISTRANT

 Directors
and Executive Officers

 Our
officers, directors and independent directors are as follows:

 Name

 Age

 Position

 Yongjin
 Chen

 Chief
 Executive Officer, Chairman of the Board and Executive Director

 Yun
 Wu

 Chief
 Financial Officer and Executive Director

 Wong
 Ping Kuen

 Independent

 Ka
 Cheong Leung

 Independent

 Dick
 Wai Mak

 Independent

 Our
management team is led by Yongjin Chen, Chief Executive Officer, Chairman and Executive Director, and Yun Wu, Chief Financial Officer
and Executive Director.

 Yongjin
Chen, Chief Executive Officer, Chairman and Executive Director. Mr. Chen resides in Beijing, China, and brings more than two
decades of experience in finance and technology. He is currently a partner at ShuiMu United (Beijing) Investment Management Co., Ltd,
where he has served since July 2017. At ShuiMu United, Mr. Chen has worked with investors in the technology space. Prior to that, Mr.
Chen was a founding partner responsible for fundraising, investment management and other aspects of funds at Beijing D&S Capital
Management Co., Ltd, where he served from February 2014 to July 2017. From November 2015 to December 2016, Mr. Chen was the CEO of Beijing
Heima Financial and a Managing Partner at the Beijing Heima Fund. From November 2014 to November 2015, he was an Executive Director at
Yajie Angel Investment Management (Beijing) Co., Ltd. Mr. Chen started his career as the founder and general manager of HanYu Century
(Beijing) Information Technology Co., Ltd. where he developed and operated a web-based virtual community called "Giant Bubble"
from January 2007 to November 2014.

 Mr.
Chen holds a Bachelor's Degree from Tsinghua University's School of Mechanical Engineering (2000), an MBA from Peking University's
Guanghua School of Management (2015) and a Master's Degree from Peking University's Guanghua School of Management (2022).

 Yun
Wu, Chief Financial Officer and Executive Director. Ms. Wu resides in Beijing, China and brings more than two decades of experience
in finance, e-commerce and technology companies. She is currently an accounting supervisor at ShuiMu United (Beijing) Investment Management
Co., Ltd., where she has served since April 2018 establishing and improving the company's accounting management and financial management
system, preparing and summarizing financial statements and working with audits. At ShuiMu United, Ms. Wu has also undertaken the due
diligence review of government guide funds and has formulated tax financial plans for the company. Prior to that, she was a general ledger
accountant at Beijing Dong Qiu Di Technology Co., Ltd. from August 2015 to April 2018, where she was responsible for the financial processing
of the e-commerce department, amongst other duties.

 At
Beijing Dong, Ms. Wu also handled and maintained financial aspects of the business including high-tech management and subsequent maintenance
and annual audits and tax settlements of domestic and foreign companies. From March 2015 to July 2015, Ms. Wu was a finance supervisor
at Beijing Tiantian Fresh Technology Co., Ltd. and from March 2010 to February 2015, she was a finance supervisor at Reisi Interactive
(Beijing) Consulting Co., Ltd. At Beijing Tiantian, Ms. Wu was responsible for improving the company's financial system and sales
performance rules, daily business transaction contracts, and daily accounting treatment, among other obligations. At Reisi Interactive,
Ms. Wu was responsible for the daily tax work of the company, outsourcing project financial analysis and preparing annual, quarterly
and monthly cash flow budgets, among other obligations.

 Ms.
Wu holds a Bachelor's Degree from Nanjing University (2006) and various accounting certificates, including an intermediate accounting
qualification certificate (2022), a fund qualification certificate (2018), an accounting primary qualification certificate (2013) and
an accounting professional qualification certificate (2012).

 Our
Independent Directors

 Wong
Ping Kuen (Ricky), Independent Director and Chair of the Audit Committee. Mr. Kuen resides in Hong Kong and is currently the
Managing Director at Ceres Asset Management Limited, where he has been in charge of information systems since September 2019. Mr. Kuen
is also currently a Managing Director of Credito Capital Group, which he founded in September 2015, and which manages various funds,
including Beijing Credito Capital Investment Fund Management Co Ltd and Nanjing Credito Capital Investment Fund Management Co Ltd. Nanjing
Credito Capital established, managed and exited a semiconductor early stage fund and Credito Capital Consulting and Appraisal Limited,
another one of Credito Capital Group's entities, provides bond issuances, IPOs, M&A and restructuring consulting for clients
in China, Hong Kong and the US. Mr. Kuen is also currently an Executive Director at Dolphio Tech Limited and an Independent Director
at Sino Harbour Holdings Group Limited, where he has served since June 2022 and June 2020, respectively. From December 2011 to July 2014,
Mr. Kuen was a financial controller at Sunz (China) Holdings Group, where he was involved on various M&A projects, and from September
2008 to November 2011, he was a Senior Associate at Deloitte Touche Tohmatsu. At Sunz, Mr. Kuen also sourced, analyzed and executed various
merger and acquisition projects, and at Deloitte, Mr. Kuen engaged in statutory assurance services for public and private companies including
Hong Kong-listed and multinational corporations in China.

 Mr.
Kuen holds a Bachelor of Business Administration in Accounting and Information Science from The Hong Kong University of Science and Technology
(2008), an MBA from Peking University (2013), an MBA from National University of Singapore (2015) and is a Certified Public Accountant
of the Hong Kong Institute of Certified Public Accountants (since 2011).

 Ka
Cheong Leung (Alex), Independent Director and Chair of the Compensation Committee. Mr. Leung resides in Hong Kong
and is currently the Chief Operating Officer of Ceres Asset Management Limited, where he has been since September 2021. As the COO of
Ceres, Mr. Leung manages and supervises daily fund operations, procedures and risk control guidelines and oversees middle office and
funds control along with the company's investment team. Prior to that, Mr. Leung was the Vice President of Beijing Credito Capital
Investment Fund Management Limited, from August 2018 to September 2021, where he conducted research and performed due diligence on investment
targets and consulted and advised on business strategy and investments. From January 2017 to July 2018, Mr. Leung was a corporate finance
analyst at Cypress House Capital Limited where he advised on transactions under Hong Kong Listing Rules and Codes on Takeovers and Mergers.
At Cypress House, Mr. Leung also structured and executed corporate finance engagements for Hong Kong listed companies. Mr. Leung was
also an assistant manager for audit financial services at KPMG from April 2015 to January 2017 and a senior associate at PricewaterhouseCoopers
from September 2012 to April 2015.

 Mr.
Leung holds a Bachelors of Business Administration in Professional Accounting from The Hong Kong University of Science and Technology
(2012) and is a qualified member of the HKICPA (2017).

 Dick
Wai Mak (David), Independent Director and Chair of the Corporate Governance and Nominating Committee. Mr. Mak resides
in Hong Kong and is currently the Chief Operating Officer of Yao Teng Investment Fund SPC where he has been since April 2020. At Yao
Teng, a mutual fund established in the Cayman Islands, Mr. Mak is involved in the operation of the fund in collaboration with the investment
manager, fund administrator and fund advisor. Mr. Mak is also responsible for identifying potential projects, valuation and structure
investment. Mr. Mak is also currently an external consultant and Senior Vice President at Credito Capital Group, where he has been since
April 2017. Credito focuses on setup and management of industry specific private equity funds in logistics, technology and smart retails.
Mr. Mak is responsible at Credito for identifying potential projects, valuation and fundraising strategy.

 From
March 2014 to February 2017, Mr. Mak was the Chief Operating Officer at KIDBOT, an interactive content, service and technology product
provider for children. At KIDBOT, Mr. Mak was in charge of education hardware development and business channel networks in China and
Hong Kong. Prior to that, Mr. Mak was the Managing Director at Wisefield Consulting Group Ltd. and Nippon Circuits Ltd., from November
2010 to February 2014 and May 2003 to October 2010, respectively. At Wisefield Consulting, Mr. Mak implemented marketing strategy and
channel sales programs to support clients, among other roles, and at Nippon Circuits, Mr. Mak and his team successfully developed major
global EMS (Electronics Manufacturing Services) and OEM (Original Equipment Manufacturer) accounts, including for many technology companies.

 Mr.
Mak holds a Bachelor's Degree in Economics from the University of San Diego (1994) and a Master of Science in Financial Management
from the University of London (2003).

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship
which in the opinion of the Company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Wong Ping Kuen, Ka Cheong Leung and Dick
Wai Mak are "independent directors," as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.

 Number
and Terms of Office of Officers and Directors

 We
have five directors presently. Our board of directors is divided into three classes, with only one class of directors being elected in
each year and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year
term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after
our first fiscal year end following our listing on Nasdaq. Moreover, there is no requirement under
the Companies Act for us to hold annual or general meetings or appoint directors.

 The
term of office of the first class of directors, consisting of Wong Ping Kuen and Ka Cheong Leung will expire at our first annual meeting
of shareholders. The term of office of the second class of directors, consisting of Dick Wai Mak, will expire at our second annual meeting
of the shareholders. The term of office of the third class of directors, consisting of Yongjin Chen and Yun Wu will expire at our third
annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we complete our initial business combination.

 Prior
to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders
of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of
our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently
with the issuance and sale of the securities in the IPO, our sponsor, upon completion of an initial business combination, will be
entitled to nominate individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration
rights agreement.

 Our
officers are appointed 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 nominate 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 one or more chairman of the board of directors, chief executive officer, president, chief financial officer,
vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

 Committees
of the Board of Directors

 Upon
the effectiveness of the Registration Statement, our board of directors will have three standing committees: an audit committee, a compensation
committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq
and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.
Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be
comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the corporate
governance and nominating committee of a listed company be comprised solely of independent directors.

 Audit
Committee

 We
have established an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3.
We have established an audit committee of the board of directors. Wong Ping Kuen, Ka Cheong Leung and Dick Wai Mak serve as members of
our audit committee. Our board of directors has determined that each of Wong Ping Kuen, Ka Cheong Leung and Dick Wai Mak meet
the independent director standard under N asdaq listing standards and under Rule 10A-3(b)(1)
of the Exchange Act. Wong Ping Kuen will serve as the chairman of the audit committee.

 Each
member of the audit committee is financially literate and our board of directors has determined that each 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:

 appointing,
 compensating and overseeing our independent registered public accounting firm;

 and approving the annual audit plan for the Company and assisting board oversight of (1) the integrity of our financial statements,
 (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm's qualifications
 and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment,
 compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other
 independent registered public accounting firm engaged by us;

 overseeing
 the integrity of our financial statements and our compliance with legal and regulatory requirements;

 discussing
 the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered
 public accounting firm;

 pre-approving
 all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including
 the fees and terms of the services to be performed;

 appointing
 or replacing the independent registered public accounting firm;

 establishing
 procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting,
 internal accounting controls, auditing matters or potential violations of law;

 monitoring
 our environmental sustainability and governance practices;

 establishing
 procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls
 or reports which raise material issues regarding our financial statements or accounting policies;

 approving
 audit and non-audit services provided by our independent registered public accounting firm;

 discussing
 earnings press releases and financial information provided to analysts and rating agencies;

 discussing
 with management our policies and practices with respect to risk assessment and risk management;

 any material transaction between us and our Chief Financial Officer that has been approved in accordance with our Code of Ethics
 for our officers, and providing prior written approval of any material transaction between us and our President, 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;
 and

 producing
 an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.

 Compensation
Committee

 We
have established a compensation committee of our board of directors. The members of our compensation committee include Wong Ping Kuen,
Ka Cheong Leung and Dick Wai Mak. Ka Cheong Leung serve as chairman of the compensation committee. Under Nasdaq listing standards and
governance rules and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must
be independent directors.

 Our
board of directors has determined that each of Wong Ping Kuen, Ka Cheong Leung and Dick Wai Mak is independent. We 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 making recommendations to our board of salaries and approving incentive compensation and equity awards, as well as compensation
 policies, for all other officers who file reports of their ownership, and changes in ownership, of the Company's ordinary shares
 under Section 16(a) of the Exchange Act (the "Section 16 Officers"), as designated by our board of directors;

 making
 recommendations to the board of directors with respect to incentive compensation programs and equity-based plans that are subject
 to board approval;

 approving
 any employment or severance agreements with our Section 16 Officers;

 granting
 any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers;

 approving
 the compensation of our directors; and

 producing
 an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations.

 No
compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers,
directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of
an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation
committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection
with such initial business combination.

 Our
charter 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.

 Compensation
Committee Interlocks and Insider Participation

 None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity
that has one or more executive officers serving on our board of directors.

 Corporate
Governance and Nominating Committee

 We
have established a corporate governance and nominating committee of our board of directors. The members of our corporate governance and
nominating committee include Wong Ping Kuen, Ka Cheong Leung and Dick Wai Mak. Dick Wai Mak serve as chairman of the corporate governance
and nominating committee. Under the Nasdaq listing standards, we are required to have a corporate governance and nominating committee
composed entirely of independent directors. Our board of directors has determined that each of Wong Ping Kuen, Ka Cheong Leung and Dick
Wai Mak is independent.

 We
have adopted a corporate governance and nominating committee charter, which details the principal functions of the corporate governance
and nominating committee, including:

 identifying
 individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding
 nominees for election;

 the independence of each director and making a recommendation to the board of directors with respect to each director's independence;

 developing
 and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance
 guidelines at least annually;

 making
 recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and
 nominating committees;

 overseeing
 the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation
 of the performance of the corporate governance and nominating committee;

 considering
 the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance
 practices;

 considering
 director nominees recommended by shareholders; and

 our overall corporate governance and reporting to the board of directors on its findings and any recommendations.

 Guidelines
for Selecting Director Nominees

 The
guidelines for selecting nominees, which is specified in our charter, generally provide that, with regards to persons to be nominated:

 possess personal qualities and characteristics, accomplishments and reputation in the business community;

 have current knowledge and contacts in the communities in which we do business and, in our industry, or other industries relevant
 to our business;

 have the ability and willingness to commit adequate time to the board of directors and committee matters;

 demonstrate ability and willingness to commit adequate time to the board of directors and committee matters;

 possess the fit of the individual's skills and personality with those of other directors and potential directors in building
 a board of directors that is effective, collegial and responsive to our needs; and

 demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable
 the board of directors to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender,
 nationality, race, ethnicity, and sexual orientation.

 Each
year in connection with the nomination of candidates for election to the board of directors, the board of directors will evaluate the
background of each candidate, including candidates that may be submitted by our shareholders.

 Code
of Ethics

 We
have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our
audit committee charter as exhibits to the Registration Statement. You can review our Code of Ethics 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.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 None
of our executive officers or directors have received any cash compensation for services rendered to us. In addition, our sponsor,
executive 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, executive
officers or directors, or our or their respective affiliates. Any such payments prior to an initial business combination will be
made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not
expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for
their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing
an initial business combination. During the year ended December 31, 2023, the Sponsor transferred 60,000 ordinary shares among the
Company's Chief Executive Officer, Chief Financial Officer and three independent directors at their original purchase price.
Other than these payments and reimbursements, no compensation of any kind, including finder's and consulting fees, will be
paid by the Company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of
our initial business combination.

 After
the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management
fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation
materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established
any limit on the amount of such fees that may be paid by the combined company to our members of management. It is unlikely the amount
of such compensation will be known at the time of the proposed business combination because the directors of the post-combination business
will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers
will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely
by independent directors or by a majority of the independent directors on our board of directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion
of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after our 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 completion 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 executive 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 April 5, 2024 by:

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

 each
 of our executive officers, and directors that beneficially owns ordinary shares; and

 all
 our executive 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 of our
ordinary shares beneficially owned by them.

 On
January 1, 2023, our sponsor paid an aggregate of $25,000, or approximately $0.017 per unit, in connection with the subscription for
1,437,500 founder shares, par value $0.0001, which are ordinary shares subject to certain limitations and restrictions as described elsewhere
in the Registration Statement. On November 8, 2023, the Company issued a dividend to our sponsor in the form of fully-paid shares in
the amount of 287,500 founder shares. A total of 225,000 shares were forfeited among the sponsor's 1,725,000 founder shares because
the underwriter did not exercise its over-allotment option. Prior to the initial investment in the Company of $25,000 by our sponsor, the Company had no
assets, tangible or intangible. The per unit price of the founder shares was determined by dividing the amount contributed to the Company
by the number of founder shares issued.

 The
percentages in the following table reflect: (i) the issuance of 6,000,000 ordinary shares underlying the public units in our initial
public offering, (ii) the fact that the underwriters elected not to exercise their over-allotment option to purchase additional
units, which led to our sponsor forfeiting 225,000 of its 1,437,500 founder shares, (iii) the issuance of 277,750 ordinary shares
underlying the 277,750 placement units contemporaneous to the closing of our initial public offering, (iv) the issuance of 60,000
ordinary shares as representative shares for a total of 7,837,750 ordinary shares issued and outstanding as of April 5, 2023.

 Name
 and Address of Beneficial Owner (1)(2)

 Number
 of Shares Beneficially Owned

 Approximate
 Percentage of Outstanding Ordinary Shares

 AI TRANSPORTATION
 CORP (1)

 1,729,750

 22.07
 %

 Yongjin Chen (1)(3)

 1,729,750

 22.07
 %

 Yun Wu

 12,000

 *

 Wong Ping Kuen

 12,000

 *

 Ka Cheong Leung

 12,000

 *

 Dick
 Wai Mak

 12,000

 *

 All executive officers and
 directors as a group (5 individuals)

 1,777,750

 22.68
 %

 Glazer Capital, LLC (4)

 880,427

 11.2

 %

 Kerry Propper (5)

 477,150

 5.7

 %

 Karpus Investment Management (6)

 906,474

 11.6

 %

 Harraden Circle Investments,
 LLC (7)

 780,400

 9.96

 %

 *

 Less
 than 1%

 (1)

 AI
 Transportation Corp, our sponsor, is the record holder of the securities reported herein. Mr. Yongjin Chen is the Chief Executive
 Officer of the Company and the beneficial owner of the sponsor. By virtue of this relationship, Mr. Chen may be deemed to have beneficial
 ownership of the securities held of record by our sponsor. Mr. Chen disclaims any such beneficial ownership except to the extent
 of his pecuniary interest. The business address of Mr. Chen and our sponsor, AI Transportation Corp, is No. 1092, Building 1, Yard
 10, XiXiaoying South Ring Road, SuJiatuo Town, HaiDian District, Beijing China 100084.

 (2)

 Does
 not include beneficial ownership of any ordinary shares underlying outstanding placement rights as such shares are not issuable within
 60 days of the date of this report.

 (3)

 Mr.
 Yongjin Chen has voting and dispositive power over the shares owned by AI Transportation Corp.

 (4)

 Based
 on Schedule 13G/A filed jointly by Glazer Capital, LLC, a Delaware limited liability company (" Glazer Capital ")
 and Mr. Paul J. Glazer (" Mr. Glazer "), who serves as the Managing Member of Glazer Capital, with respect to the
 shares of Common Stock held by the Glazer Funds filed on February 14, 2024 whose business office of each of the Reporting Persons
 is 250 West 55 th Street, Suite 30A, New York, New York 10019.

 (5)

 Based
 on Schedule 13G filed jointly by Kerry Propper and Antonio Ruiz-Gimenez, with respect to the shares of Common Stock held filed on
 February 14, 2024 whose business office of each of the Reporting Persons is 17 State Street, Suite 2130, New York, New York 10004.

 (6)

 Based
 on Schedule 13G/A filed jointly by Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus" or the "Reporting
 Person"). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled
 by City of London Investment Group plc ("CLIG"), which is listed on the London Stock Exchange. However, in accordance
 with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG
 such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly,
 attribution of beneficial ownership is not required between Karpus and CLIG, with respect to the shares of Common Stock held filed
 on February 14, 2024 whose business office of each of the Reporting Persons is 183 Sully's Trail, Pittsford, New York 14534.

 (7)

 Based
 on Schedule 13G/A filed jointly by Harraden Fund. Harraden GP is the general partner to Harraden
 Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as
 investment manager to Harraden Fund and other high net worth individuals. Mr. Fortmiller
 is the managing member of each of Harraden LLC and Harraden Adviser may be deemed to indirectly
 beneficially own the Shares reported herein directly beneficially owned by Harraden Fund,
 with respect to the shares of Common Stock held filed on November 15, 2023 whose business
 office of each of the Reporting Persons is 299 Park Avenue, 21st Floor, New York, NY 10171.

 The
founder shares held by our initial shareholders will represent approximately 20% of our outstanding ordinary shares immediately following
the completion of this offering (excluding any placement units), with the potential to own as a result of their founder shares up to
22.68% of the outstanding ordinary shares upon completion of the initial public offering (including the placement units) based on certain
triggering events.

 Holders
of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination.
Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring
approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of
significant corporate transactions including our initial business combination.

 The
holders of the founder shares have agreed (a) to vote any founder shares owned by it in favor of any proposed business combination and
(b) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. Our sponsor
and our executive officers and directors are deemed to be our "promoters" as such term is defined under the federal securities
laws.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Founder

 On
January 1, 2023, our sponsor paid an aggregate of $25,000, or approximately $0.017 per unit, in connection with the subscription by it
for 1,437,500 founder shares, par value $0.0001. On November 8, 2023, the Company issued a dividend to our sponsor in the form of fully-paid
shares in the amount of 287,500 founder shares. A total of 225,000 shares were forfeited among the sponsor's 1,725,000 founder
shares because the underwriter did not exercise its over-allotment option. The number of founder shares issued was determined based on the expectation that such
founder shares would represent approximately 20% of the outstanding shares upon completion of this offering (excluding the placement
units and underlying securities).

 The
founder shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. During the year ended
December 31, 2023, the Sponsor transferred 60,000 ordinary shares among the Company's Chief Executive Officer, Chief Financial
Officer and three independent directors at their original purchase price.

 Private
Placement Units

 Simultaneously
with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of
287,500 placement units (the "Placement Units") to the Sponsor at a price of $10.00 per Placement Unit, generating total
gross proceeds of $2,875,000. Each Placement Unit consists of one ordinary and one private right (the "Private Rights").
Each holder of a Private Right will receive one-eighth (1/8) of an ordinary share upon consummation of our initial business combination.
Except in cases where we are not the surviving company in a business combination, each holder will automatically receive one-eighth (1/8)
of an ordinary share upon consummation of our initial business combination. In the event we will not be the surviving company upon completion
of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order
to receive the one-eighth (1/8) of a share underlying each right upon consummation of the business combination.

 Administrative
Services Arrangement

 An
affiliate of our Sponsor has agreed, commencing from the date that the Company's securities are first listed on Nasdaq, through
the earlier of the Company's consummation of a Business Combination and its liquidation, to make available to the Company our Sponsor
certain general and administrative services, including office space, utilities and administrative services, as the Company may require
from time to time. The Company has agreed to pay to the affiliate of our Sponsor, $10,000 per month, for up to twelve months, subject
to extension to up to 18 months, as provided in the Company's registration statement, for such administrative services. $20,000
and $0 was accrued as of December 31, 2023 and 2022, respectively.

 Conflicts
of Interest

 Certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to
such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which
is suitable for an entity to which he or she has then-current fiduciary or contractual obligations under Cayman Islands law, he or she
will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that
any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete
our initial business combination.

 In
addition, our sponsor, officers, directors and advisors may participate in the formation of, or become an officer or director of, any
other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers, directors and
advisors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other
blank check company with which they may become involved. However, we do not believe that any potential conflicts would materially affect
our ability to complete our initial business combination.

 Our
amended and restated memorandum and articles of association will provide that to the fullest extent permitted by applicable law: (i)
no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any
interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity for any director or officer, on the one hand, and us, on the other.

 Further,
our amended and restated memorandum and articles of association will provide that we renounce our interest in any corporate opportunity
offered to any director or officer 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 that we are legally and contractually permitted to undertake and would otherwise
be reasonable for us to pursue.

 Related
Party Loans and Advances

 In
order to finance transaction costs in connection with a Business Combination, the Company's Sponsor or an affiliate of the Sponsor,
or the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon consummation
of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023, no amounts under such loans have
been drawn.

 Registration

 The
holders of the founder shares, placement units (including securities contained therein), units (including securities contained therein)
that may be issued upon conversion of working capital loans, any ordinary shares issuable upon the exercise of the placement rights any
ordinary shares and rights (and underlying ordinary shares) that may be issued upon conversion of the units issued as part of the working
capital loans will be entitled to registration rights pursuant to a registration rights agreement signed prior on the effective date
of the initial public offering, requiring us to register such securities for resale. The holders of these securities are entitled to
make up to two demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and
rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

 However,
the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become
effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the
following paragraph, and (ii) in the case of the placement rights, 30 days after the completion of our initial business combination.
The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering
our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.

 Except
as described herein, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and
placement units until the earlier to occur of: (A) six months after the completion of our initial business combination or (B) subsequent
to our initial business combination, (x) if the last sale price of our ordinary shares equals or exceeds $12.00 per unit (as adjusted
for share subdivisions, share dividends, 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, or (y) the date on which we complete a liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their
ordinary shares for cash, securities or other property.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. An "independent director" is defined
generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship
which in the opinion of the Company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Wong Ping Kuen, Ka Cheong Leung and Dick
Wai Mak are "independent directors," as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.

 Facilities

 We
currently maintain our executive offices located at 10 East 53rd Street, Suite 3001, New York,
NY 10022 and our telephone number is + (86) 1350 1152063. We consider our current office space adequate for our current operations.
 An affiliate of our Sponsor has agreed to make available to our Sponsor certain general and administrative
services, including such office space and the Company has agreed to pay to the affiliate of our Sponsor, $10,000 per month for up to
twelve months, subject to extension to up to 18 months, for such administrative services. $20,000 and $0 was accrued as of December
31, 2023 and 2022.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES.

 The
firm of MaloneBailey, LLP, or MaloneBailey, acts as our independent registered public accounting firm. The following is a summary
of fees paid to MaloneBailey, LLP for services rendered.

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our initial registration, Initial
Public Offering, and year-end financial statements and services that are normally provided by MaloneBailey in connection with
regulatory filings. For the period from May 9, 2022 (inception) through December 31, 2022, the aggregate fees billed by our
independent registered public accounting firm was approximately $20,000. For the fiscal year end December 31, 2022, and December 31, 2023, the aggregate
fees billed by our independent registered public accounting firm were approximately $20,000 and $75,000, respectively. The said amount includes 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." These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We
did not pay MaloneBailey for consultations concerning financial accounting and reporting standards for the period from May 9, 2022 (inception)
through December 31, 2022 or for the fiscal year end of December 31, 2023.

 Tax
Fees. For the period from May 9, 2022 (inception) through December 31, 2022 or for the fiscal year end of December 31, 2023, our
independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax
planning.

 All
Other Fees. For the period from May 9, 2022 (inception) through December 31, 2022 or the fiscal year end of December 31, 2023,
there were no fees billed for products and services provided by our independent registered public accounting firm other than those
set forth above.

 Pre-Approval
Policy

 Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).

 PART
IV

 Item 15.

 Exhibits, Financial Statements
 and Financial Statement Schedules.

 (a)
The following documents are filed as part of this Report:

 (1)
Financial Statements

 (2)
Financial Statements Schedule

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes beginning on F-1 on this Report.

 (3)
Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference
can be inspected on the SEC website at www.sec.gov.

 Item 16.

 Form 10-K Summary

 Not
applicable.

 AI

TO AUDITED FINANCIAL STATEMENTS

 Page(s)

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID No: 206)

 Financial Statements:

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

 Statements
 of Operations for the year ended December 31, 2023 and for the period from May 9, 2022 (inception) through December 31, 2022

 Statements
 of Changes in Stockholders' Deficit for the year ended December 31, 2023 and for the period from May 9, 2022 (inception)
 through December 31, 2022

 Statements
 of Cash Flows for the year ended December 31, 2023 and for the period from May 9, 2022 (inception) through December 31, 2022

 Notes
 to the Financial Statements

 - F-15

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 AI
Transportation Acquisition Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of AI Transportation Acquisition Corp (the "Company") as of December 31, 2023
and 2022, and the related statements of operations, changes in stockholders' deficit, and cash flows for the year ended December
31, 2023 and for the period from May 9, 2022 (inception) through December 31, 2022, 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 the year ended December
31, 2023 and for the period from May 9, 2022 (inception) through December 31, 2022, in conformity with accounting principles generally
accepted in the United States of America.

 Going
Concern Matter

 The
accompanying financial statements have been prepared assuming that 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 the completion of a business combination within a prescribed
period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation
and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 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/
 MaloneBailey, LLP

 www.malonebailey.com

 We
have served as the Company's auditor since 2023.

 Houston,
Texas

 April 5, 2024

 F- 2

 AI

 BALANCE
SHEETs

 31,

 31,

 2023

 2022

 ASSETS

 Cash

 $
 584,635

 $
 —

 Deferred
 offering cost

 -

 Total Current Assets

 584,635

 Cash
 and marketable securities held in trust account

 60,721,187

 —

 Total
 Assets

 $
 61,305,822

 $

 LIABILITIES AND STOCKHOLDERS'
 DEFICIT

 Current liabilities

 Accrued expenses

 $
 66,888

 $
 —

 Promissory note – related party

 —

 29,237

 Total Current Liabilities

 66,888

 29,237

 Deferred
 underwriter fee payable

 1,200,000

 —

 Total
 Liabilities

 1,266,888

 29,237

 Commitments and Contingencies
 (Note 6)

 -

 -

 Redeemable Ordinary share,
 $ 0.0001 par value; 500,000,000 shares authorized; 6,000,000 shares issued and outstanding subject to possible redemption, at redemption
 value of $ 10.12

 60,721,187

 —

 Stockholders' Deficit

 Ordinary share, $ 0.0001 par value; 500,000,000
 shares authorized; 1,837,750 issued and outstanding (excluding 6,000,000 shares subject to redemption) as of December 31, 2023 and
 0 issued and outstanding as of December 31, 2022

 —

 Additional paid-in capital

 —

 —

 Accumulated
 deficit

 ( 682,437
)

)

 Total
 Stockholders' Deficit

 ( 682,253
)

)

 Total
 Liabilities and Stockholders' Deficit

 $
 61,305,822

 $

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

 F- 3

 AI

 STATEMENTS
OF OPERATIONS

 For the Period
 from

 May 9, 2022

 For the year
 ended

 (Inception)
 Through

 31, 2023

 31, 2022

 Formation
 and operating costs

 $
 ( 157,067
)

 $
)

 Loss
 from operations

 ( 157,067
)

)

 Other income:

 Investment income earned
 on investments held in Trust Account

 121,187

 —

 Total other income

 121,187

 —

 Net
 Loss

 $
)

 $
)

 Weighted average shares outstanding, basic and diluted

 2,366,106

 —

 Basic and diluted net loss
 per share

 $
 ( 0.02
)

 $
 N/A

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

 F- 4

 AI

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 AND
FOR THE PERIOD FROM MAY 9, 2022 (INCEPTION) THROUGH DECEMBER 31, 2022

 Amount

 Capital

 (Deficit)

 Ordinary
 shares

 Additional

 Paid-in

 Accumulated

 Total

 Stockholders'

 Amount

 Capital

 Balance – December 31, 2022

 -

 $
 -

 $
 -

 $
)

 $
)

 Issuance of Founder Shares
to Sponsor

 1,725,000

 24,827

 -

 Sale of public units through public
 offering

 6,000,000

 59,999,400

 -

 60,000,000

 Sale of Private Placement Units

 277,750

 2,777,472

 -

 2,777,500

 Offering costs

 -

 -

 ( 1,523,449
)

 -

 ( 1,523,449
)

 Deferred underwriting costs

 -

 -

 ( 1,200,000
)

 -

 ( 1,200,000
)

 Issuance of representative shares

 60,000

 ( 6
)

 -

 -

 Ordinary shares subject to redemption

 ( 6,000,000
)

 ( 600
)

 ( 60,599,400
)

 -

 ( 60,600,000
)

 Remeasurement of common stock subject to possible redemption

 -

 -

 -

 ( 121,187
)

 ( 121,187
)

 Accretion of APIC to deficit

 -

 -

 521,156

 ( 521,156
)

 -

 Forfeiture of founder shares

 ( 225,000
)

 ( 23
)

 -

 -

 Net loss

 -

 -

 -

)

)

 Balance – December
 31, 2023

 1,837,750

 $

 $
 -

 $
 ( 682,437
)

 $
 ( 682,253
)

 Ordinary shares

 Additional
Paid-In

 Accumulated

 Total
Stockholders'

 Amount

 Capital

 Balance – May 9, 2022 (inception)

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Balance, value

 -

 -

 -

 -

 -

 Net loss

 -

 -

 -

)

)

 Balance – December 31, 2022

 -

 $
 -

 $
 -

 $
)

 $
)

 Balance, value

 -

 $
 -

 $
 -

 $
)

 $
)

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

 F- 5

 AI

 STATEMENTS
OF CASH FLOWS

 For
 the year ended

 31, 2023

 For
 the Period from

 May 9, 2022

 (inception) through

 December 31, 2022

 Cash flows from operating
 activities:

 Net loss

 $
)

 $
)

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

 Investment income earned
 on investments held in Trust Account

 ( 121,187
)

 -

 Formation and operating
 costs paid by Sponsor

 -

 4,237

 Changes
 in operating assets and liabilities:

 Accrued
 expenses

 66,888

 -

 Net
 cash used in operating activities

 ( 90,179
)

 -

 Cash flows from investing
 activities:

 Investment
 of cash in Trust Account

 ( 60,600,000
)

 -

 Net
 cash used in investing activities

 ( 60,600,000
)

 -

 Cash flows from financing
 activities:

 Proceeds from issuance
 of founder shares to Sponsor

 -

 Proceeds from sale of units through public offering

 60,000,000

 -

 Proceeds from sale of private
 placement units

 2,777,500

 -

 Payment of offering costs

 ( 1,523,449
)

 -

 Proceeds from promissory
 note - related party

 154,832

 -

 Repayment
 of promissory note - related party

 ( 159,069
)

 -

 Net
 cash provided by financing activities

 61,274,814

 -

 Net change in cash

 584,635

 -

 Cash at the beginning
 of the period

 -

 -

 Cash
 at the end of the period

 $
 584,635

 $
 -

 Supplemental disclosure
 of non-cash financing activities:

 Deferred underwriting
 fee payable

 $
 1,200,000

 $
 -

 Initial classification of shares subject to redemption

 $
 60,600,000

 $
 -

 Subsequent remeasurement to redemption value

 $
 121,187

 $
 -

 Issuance of representative shares

 $

 $
 -

 Accretion of additional paid in capital to accumulated deficit

 $
 521,155

 $
 -

 Deferred offering costs
 included in promissory note

 $
 -

 $

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

 F- 6

 AI

 NOTES
TO FINANCIAL STATEMENTS

 Note
1 — Description of Organization and Business Operations

 AI
Transportation Acquisition Corp (the "Company") is a blank check company incorporated in the Cayman Islands on May 9, 2022.
The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing
all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination
with one or more businesses or entities ("Business Combination"). The Company may pursue a business combination target in
any industry, section or geography, though it intends to focus the search in the transportation field, including but not limited to logistics,
new energy vehicles, smart parking, on-board chips and AI algorithms, automotive services and related areas of intelligent transportation.

 As of
December 31, 2023, the Company had not yet commenced any operations. All activity through December 31, 2023 related to the Company's
formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion
of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on
cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal
year end. 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.

 The
Company's sponsor is AI Transportation Corp, a newly-formed British Virgin Islands company (the "Sponsor"). The registration
statement for the Company's Initial Public Offering was declared effective on November 8, 2023. On November 10, 2023, the Company
consummated its Initial Public Offering of 6,000,000 units (the "Units" and, with respect to the Ordinary Shares included
in the Units being offered, the "Public Shares"), at $ 10.00 per Unit, generating gross proceeds of $ 60,000,000 (the "Initial
Public Offering"), and incurring offering costs of $ 2,723,449, of which $ 1,200,000 was for deferred underwriting commissions (see
Note 3). The Company granted the underwriter a 45-day option to purchase up to an additional 900,000 Units at the Initial Public Offering
price to cover over-allotments, if any. On December 26, 2023, the Underwriters advised the Company that it has elected not to exercise
the over-allotment option and thereby forfeit the option. As a result, the Company cancelled a total of 225,000 of the Company's
sponsor shares, issued to AI Transportation Corp. thereby reducing the sponsor's total shares to 1,500,000.

 Simultaneously
with the consummation of the closing of the IPO, the Company consummated the private placement of an aggregate of 277,750 units
(the "Placement Units") to the Sponsor at a price of $ 10.00 per Unit, generating gross proceeds of $ 2,777,500 (the "Private
Placement"). (see Note 4).

 Following
the closing of the Initial Public Offering on November 10, 2023, an amount of $ 60,600,000 ($ 10.10 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Placement Units was placed in
a trust account (the "Trust Account"), located in the United States and held as cash items or invested only in U.S. government
securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment
Company Act, that invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i)
the consummation of a Business Combination, or (ii) the distribution of the funds in the Trust Account to the Company's shareholders,
as described below.

 The
Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination
or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of
a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how
they vote for the Business Combination. The Company will proceed with a Business Combination only if the Company have net tangible assets
of at least $ 5,000,001 immediately prior to or upon such consummation and if a vote is held to approve a Business Combination by an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the Company.

 F- 7

 The
shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$ 10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriter. These ordinary shares will be recorded at a redemption
value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards
Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity."

 If
a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company
will, pursuant to its amended and restated memorandum and articles of association 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.

 The
Sponsor has agreed (A) to vote its founder shares, the ordinary shares included in the Placement Units (the "Placement Shares")
and any Public Shares purchased during or after the Initial Public Offering in favor of any proposed Business Combination, (B) not to
convert any placement shares in connection with a shareholder vote to approve a proposed initial business combination or sell any placement
shares to the Company in a tender offer in connection with a proposed initial business combination and (C) that the founder shares and
Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business
Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect
to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

 The
Company will have until 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing if the Company
extends the period to consummate a Business Combination by up to six additional months through six one-month extensions of time, as further
provided in the Company's amended and restated memorandum and articles of association) to consummate a Business Combination (the
"Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its
franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $ 50,000 of interest released
to the Company to pay taxes and potentially, dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining shareholders and the Company's board of directors, dissolve and liquidate, subject in each case to our obligations
under the Companies Act to provide for claims of creditors and the requirements of other applicable law.

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

 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 our independent
registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which
we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $ 10.10 per
public share and (ii) the actual amount per unit held in the trust account as of the date of the liquidation of the trust account if
less than $ 10.10 per unit due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn
to pay its taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that
executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the
underwriters of this offering 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, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered
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.

 F- 8

 Liquidity
and Capital Resources

 As
of December 31, 2023, the Company had $ 584,635 of cash in its operating bank account.

 The
Company's liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000
from the Sponsor to cover for certain offering costs on the Company's behalf in exchange for issuance of Founder Shares (as defined
in Note 5), and loan from the Sponsor of $ 159,069 under the Note (as defined in Note 5). On December 6, 2023, an amount of $ 159,069 borrowed under the promissory
note with the Sponsor was fully repaid by the Company. Subsequent to the consummation of the Initial Public
Offering, the Company's liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering
and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a
Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are
not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2023, there were no amounts outstanding
under any Working Capital Loan.

 Over
this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying
and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business
Combination.

 Going
Concern Consideration

 In connection with the Company's assessment of going concern considerations
in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern," management has determined that if the Company is unsuccessful in consummating an initial
business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations,
redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying financial
statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"),
which contemplate continuation of the Company as a going concern.

 NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United
States of America ("GAAP") and pursuant to the rules and regulations of the SEC.

 F- 9

 Emerging
Growth Company

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

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable.

 The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised
standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements
with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the
extended transition period difficult or impossible because of the potential differences in accounting standards used.

 Use
of Estimates

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

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
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.
As of December 31, 2023 and 2022, the cash in bank amounted to $ 584,635
and $ 0, respectively. The Company had no cash equivalents as of December
31, 2023 and 2022.

 Investments
Held in Trust Account

 As
of December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds.
All of the Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented
on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments
held in Trust Account are included in investment income earned on investments held in Trust in the accompanying statement of operations.
The estimated fair values of investments held in Trust Account are determined using available market information. As of December 31, 2023 and 2022, the estimated fair values of investments
held in Trust Account amounted to $ 60,721,187 and $ 0, respectively.

 F- 10

 Offering
Costs Associated with the Initial Public Offering

 Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. These costs, together with the underwriter discount of $ 1,200,000, were charged to additional
paid-in capital upon completion of the Public Offering.

 Income
Taxes

 The
Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 ASC
Topic 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's management determined the United States is the Company's
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no unrecognized tax benefits as of December 31, 2023 and no amounts accrued for interest and penalties. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its
position.

 The Company is considered to be an exempted Cayman Islands company with
no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the
Cayman Islands or the United States. As such, there is no provision for income taxes for the year ended December 31, 2023 and for the
period from May 9, 2022 (inception) to December 31, 2022.

 Net
loss per share

 Net
income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the
period. The calculation of diluted income (loss) per share does not consider the effect of the rights issued in connection with the Initial
Public Offering and rights issued as components of the Private Placement Units (the "Private Rights") since the exercise
of the Rights are contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per
share for the periods.

 The
following table reflects the calculation of basic and diluted net loss per ordinary share:

 Schedule
of Basic and Diluted Net Loss Per Share

 For
 The Year Ended

 31, 2023

 For
 The Period from

 May
 9, 2022

 (Inception)
 Through

 31, 2022

 Net loss

 $
)

 $
)

 Denominator: weighted average number of ordinary shares

 2,366,106

 -

 Basic and diluted net loss per share

 $
 ( 0.02
)

 $
 N/A

 Concentration
of credit risk

 Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $ 250,000. As of December 31, 2023, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2023, cash amounting to $ 334,635 was not insured.

 F- 11

 Fair
value of financial instruments

 The
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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

 Level
 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
 prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
 and

 Level
 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
 such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.

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

 Schedule of Assets Measured at Fair Value on a Recurring Basis

 Description

 Quoted
 Prices in

 Active
 Markets

 (Level
 1)

 Significant
 other

 Observable
 Inputs

 (Level
 2)

 Significant
 other

 Unobservable
 Inputs

 (Level
 3)

 Assets

 Marketable securities held in trust
 account

 $
 60,721,187

 $
 —

 $
 —

 Risks
and Uncertainties

 Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company's financial position, results of its operations, close of the Proposed Public
Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Recent
Accounting Pronouncements

 In
August 2020, the Financial Accounting Standards Board (FASB) issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts
in an Entity's Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models
in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a
result of FASB ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized
cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long
as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal
years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier
than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No.
2020-06 as of May 9, 2022 (inception). The impact to our balance sheet, statement of operations and cash flows was not material.

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

 Ordinary
Shares Subject to Possible Redemption

 As
discussed in Note 3, all of the 6,000,000 Ordinary Shares sold as part of the Units in the Initial Public Offering contain a redemption
feature which allows for the redemption of such Public Shares in connection with the Company's liquidation, if there is a stockholder
vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company's amended
and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Ordinary Share (including Ordinary Shares
that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company's control) are classified as temporary equity. The Company elected to apply immediate accretion
related to all offering discounts with the accretion reducing additional paid in capital to $ 0 and any additional accretion charged to
accumulated deficit. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments,
are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides
that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders'
equity) to be less than $ 5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable
and thus Public Shares would be required to be disclosed outside of permanent equity.

 Accordingly,
on December 31, 2023, 6,000,000 Ordinary Shares subject to possible redemption at the redemption amount were presented at redemption
value as temporary equity, outside of the stockholders' deficit section of the Company's balance sheet.

 F- 12

 NOTE
3. INITIAL PUBLIC OFFERING

 On
November 10, 2023, the Company consummated its Initial Public Offering of 6,000,000 Units, at $ 10.00 per Unit, generating gross proceeds
of $ 60,000,000. The Company granted the underwriter a 45-day option to purchase up to an additional 900,000 Units at the Initial Public
Offering price to cover over-allotments, if any.

 Each
Unit consists of one Ordinary Share and one Right entitling the holder thereof to receive one-eighth (1/8) of Ordinary Share upon consummation
of our initial business combination.

 As
of November 10, 2023, the Company incurred offering costs of approximately $ 2,723,449, of which $ 1,200,000 was for deferred underwriting
commissions.

 NOTE
4. PRIVATE PLACEMENT

 Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 277,750 Placement Units at a price of $ 10.00 per
Placement Unit raising $ 2,777,500 in the aggregate.

 The
proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Placement
Units are identical to the Units sold in the Initial Public Offering, except for the placement rights ("Placement Rights"),
as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the portion of the proceeds
from the sale of the Placement Units that were deposited into the Trust Account will be used to fund the redemption of the Public Shares
(subject to the requirements of applicable law) and the Placement Rights will expire worthless.

 NOTE
5. RELATED PARTY TRANSACTIONS

 Founder

 On
January 1, 2023, the Company issued an aggregate of 1,437,500
 ordinary shares to the Sponsor for an aggregate
purchase price of $ 25,000
 in cash, of which 187,500
 shares held by the Sponsor are subject to forfeiture
to the extent that the underwriter's over-allotment option is not exercised in full. During the year ended December 31, 2023, the Sponsor transferred 60,000
ordinary shares among the Company's Chief Executive Officer, Chief Financial Officer and three independent directors at their original
purchase price. On November 8, 2023, the Company issued a
dividend to our initial shareholders in the form of fully-paid shares in the amount of 287,500
 founder shares whereby a total of 225,000
 shares are subject to forfeiture among the sponsor's
 1,725,000
 founder shares if the underwriter does not exercise
its over-allotment option in full, which have been retroactively adjusted. The founder shares held by our initial shareholders will represent
approximately 20 %
of our outstanding ordinary shares immediately following the completion of this offering (excluding any placement units). On December
26, 2023, the Underwriters advised the Company that it has elected not to exercise the over-allotment option and thereby forfeit the
option. As a result, the Company cancelled a total of 225,000
 of the Company's sponsor shares, issued
to AI Transportation Corp. thereby reducing the Sponsor's total shares to 1,500,000.

 Subject
to certain limited exceptions, our Sponsor, directors and each member of our management team have agreed not to transfer, assign or sell
any of their founder shares until the earlier to occur of (a) six months after the completion of our initial business combination and
(b) upon completion of our initial business combination, (i) if the last reported sale price of our ordinary shares equals or exceeds
$12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) the date
on which we complete 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.

 Promissory
Note – Related Party

 On
June 1, 2022, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an
aggregate principal amount of $ 300,000,
to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing and payable on the earlier
of (i) December 31, 2023 or (ii) the consummation of the Initial Public Offering. These amounts will be repaid shortly after
completion of the Initial Public Offering out of the $ 440,000
of offering proceeds that has been allocated for the payment of offering expenses. On December 6, 2023, an amount of $ 159,069
borrowed under the promissory note with the Sponsor was fully repaid by the Company. There was a balance of $ 0 and $ 29,237 as of December 31, 2023 and 2022,
respectively.

 F- 13

 Administrative
Services Arrangement

 An
affiliate of our Sponsor has agreed, commencing from the date that the Company's securities are first listed on Nasdaq,
through the earlier of the Company's consummation of a Business Combination and its liquidation, to make available to the
Company our Sponsor certain general and administrative services, including office space, utilities and administrative services, as
the Company may require from time to time. The Company has agreed to pay to the affiliate of our Sponsor, $ 10,000
per month, for up to twelve months, subject to extension to up to 18 months, as provided in the Company's registration
statement, for such administrative services. $ 20,000 and $ 0 was accrued as of December
31, 2023 and 2022, respectively.

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Company's Sponsor or an affiliate of the
Sponsor, or the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required
("Working Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be
repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000
of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $ 10.00
per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. As of December 31, 2023 and 2022, no amounts under such loans have been drawn.

 Representative

 On
November 10, 2023, the Company issued 60,000 representative shares to the representative (and/or its designees) as part of representative
compensation. The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of
180 days immediately following the date of the commencement of sales pursuant to FINRA Rule 5110 (e)(1). Pursuant to FINRA Rule 5110(e)(1),
these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of the securities by any person for a period of 180 days immediately following the date of the commencement of sales the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date
of the commencement of sales the IPO except to any underwriter and selected dealer participating in the IPO and their officers,
partners, registered persons or affiliates.

 NOTE
6. COMMITMENTS AND CONTINGENCIES

 Registration

 The
initial shareholders and their permitted transferees can demand that the Company register the founder shares, the placement units and
the underlying placement shares and placement rights, and the units issuable upon conversion of working capital loans and the underlying
ordinary shares and rights, pursuant to the Registration Rights Agreement, dated as of November 8, 2023, among the Company and the sponsor
and its permitted transferees. The holders of such securities are entitled to demand that the Company register these securities at any
time after consummation of an initial business combination. In addition, pursuant to the Registration Rights Agreement, the holders have
certain "piggy-back" registration rights on registration statements filed after our consummation of a business combination.

 Underwriting
Agreement

 The
underwriters were entitled to a cash underwriting discount of: (i) approximately one point four percent ( 1.40 %) of the gross proceeds
of the Initial Public Offering, or $ 837,500. In addition, the underwriters are entitled to a deferred fee of two percent ( 2.00 %) of the
gross proceeds of the Initial Public Offering upon closing of the Business Combination. The deferred fee will be paid in cash upon the
closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

 Right
of First Refusal

 For
a period beginning on the closing of the Initial Public offering and ending 12 months from the closing of a Business Combination, the
Company has granted EF Hutton LLC, a right of first refusal to act as sole book runner, and/or sole
placement agent, at the representative's sole discretion, for each and every future public and private equity and debt offering,
including all equity linked financings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A),
such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement.
In the event that we terminate our engagement with EF Hutton for cause, any right of first refusal will not survive such termination.

 F- 14

 NOTE
7. STOCKHOLDERS' EQUITY

 Ordinary
Shares — The Company is authorized to issue 500,000,000
 ordinary shares with a par value of $ 0.0001
 per share. Holders of the Company's ordinary
shares are entitled to one vote for each share. On December 31, 2022, there were 100
 ordinary shares issued and outstanding, which
was surrendered on November 8, 2023 and have been retroactively adjusted. On January 1, 2023, the Company issued an aggregate of 1,437,500
 ordinary shares to the Sponsor for an aggregate
purchase price of $ 25,000
 in cash, of which 187,500
 shares held by the Sponsor are subject to forfeiture
to the extent that the underwriter's over-allotment option is not exercised in full. During the year ended December 31, 2023, the Sponsor transferred 60,000 ordinary shares among the
Company's Chief Executive Officer, Chief Financial Officer and three independent directors at their original purchase price. On November 8, 2023, the Company issued
a dividend to our initial shareholders in the form of fully-paid shares in the amount of 287,500
 founder shares whereby a total of 225,000
 shares are subject to forfeiture among the sponsor's
 1,725,000
 founder shares if the underwriter does not exercise
its over-allotment option in full, which have been retroactively adjusted. The Sponsor and officers and directors (i.e., the Initial
Shareholders) will own approximately 20 %
of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Shareholders do not purchase any Public
Shares in the Initial Public Offering and excluding the Placement Units). On December 26, 2023, the Underwriters advised the Company
that it has elected not to exercise the over-allotment option and thereby forfeit the option. As a result, the Company cancelled a total
of 225,000
 of the Company's sponsor shares, issued
to AI Transportation Corp. thereby reducing the sponsor's total shares to 1,500,000.

 As
of December 31, 2023, as a result of closing of the IPO and no exercise of the Representative's Over-Allotment Option, there were
 1,837,750
 ordinary shares issued and outstanding, excluding
 6,000,000 ordinary shares subject to possible redemption.

 — Each holder of a right will receive one-eighth (1/8) of one Ordinary Share upon consummation of a Business Combination,
even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will
be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive
its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the unit
purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which
the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per
share consideration the holders of the Ordinary Shares will receive in the transaction on an as-converted into Ordinary Shares and each
holder of a Right will be required to affirmatively convert its Rights in order to receive 1/8 of one Ordinary Share underlying each
Right (without paying additional consideration).

 The
Placement Units are identical to the Units sold as part of the public Units, except as described in the Company's Registration
Statement, including in part that the initial purchasers agreed not to transfer, assign or sell any of the Placement Units or underlying
securities (except in limited circumstances) until 30 days following the completion of the Company's initial business combination.
Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Placement
Units. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did
not involve a public offering.

 The
Ordinary Shares issuable upon exchange of the Rights will be freely tradable (except to the extent held by affiliates of the Company).
Additionally, in no event will the Company be required to net cash settle the rights. If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not
receive any of such funds with respect to their rights, nor will they receive any distribution from the Company's assets held outside
of the Trust Account with respect to such rights. Accordingly, the rights may expire worthless.

 NOTE
8. SUBSEQUENT EVENTS

 In
accordance with ASC Topic 855, "Subsequent Events," which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred through the date the audited financial statements were available to issue. Based upon this review, the Company
did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 F- 15

 EXHIBIT

 Exhibit

 No.

 Description

 1.1

 Underwriting
 Agreement, dated as of November 8, 2023, between the Company and EF Hutton, division of Benchmark Investments, LLC(1)

 3.1

 Amended
 and Restated Memorandum of Association and Articles of Association dated November 8, 2023(1)

 4.1

 Specimen
 Unit Certificate(2)

 4.2

 Specimen
 Ordinary Share Certificate(2)

 4.3

 Agreement, dated as of November 8, 2023, between Continental Stock Transfer & Trust Company and the Company(1)

 4.4

 Specimen
 Rights Certificate(2)

 10.1

 Investment
 Management Trust Agreement, dated as of November 8, 2023, between Continental Stock Transfer & Trust Company and the Company(1)

 10.2

 Registration
 Rights Agreement, dated as of November 8, 2023, among the Company and AI Transportation Corp, the Sponsor of the Company(1)

 10.3

 Placement
 Unit Purchase Agreement, dated as of November 8, 2023, between the Company and AI Transportation Corp(1)

 10.4.1

 Agreement, dated as of November 8, 2023, between the Company and Yongjin Chen(1) sec.gov/Archives/edgar/data/1966734/000149315223040458/ex10-4_5.htm

 10.4.2

 Agreement, dated as of November 8, 2023, between the Company and Dick Wai Mak(1) sec.gov/Archives/edgar/data/1966734/000149315223040458/ex10-4_2.htm

 10.4.3

 Agreement, dated as of November 8, 2023, between the Company and Wong Ping Kuen(1) sec.gov/Archives/edgar/data/1966734/000149315223040458/ex10-4_3.htm

 10.4.4

 Agreement, dated as of November 8, 2023, between the Company and Yun Wu(1) sec.gov/Archives/edgar/data/1966734/000149315223040458/ex10-4_4.htm

 10.4.5

 Agreement, dated as of November 8, 2023, between the Company and Ka Cheong Leung(1) sec.gov/Archives/edgar/data/1966734/000149315223040458/ex10-4_1.htm

 10.5

 Promissory
 Note, dated as June 1, 2022, issued to AI TRANSPORTATION CORP(2)

 10.6

 Securities
 Subscription Agreement, dated January 1, 2023, between the Registrant and AI TRANSPORTATION CORP(2)

 10.7

 Letter
 Agreement, dated as of November 8, 2023, among the Company and AI Transportation Corp(1)

 10.8

 Administrative Services Agreement, dated as of November 8, 2023, between the Company and AI Transportation Corp(1)

 31.1

 Certification
 of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 31.2

 Certification
 of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 32.1

 Certification
 of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**

 32.2

 Certification
 of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 (1)

 Incorporated
 by reference to the Company's Form 8-K, filed with the SEC on November 13, 2023.

 (2)

 Incorporated
 by reference to the Company's Form S-1, filed with the SEC on November 8, 2023.

 SIGNATURES

 Pursuant
to the requirements of the Section 13 or 15 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 on April 5, 2024.

 AI

 By:

 /s/
 Yongjin Chen

 Yongjin
 Chen

 Chief
 Executive Officer

 In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.

 Name

 Position

 Date

 /s/
 Yongjin Chen

 Chief
 Executive Officer

 April 5, 2024

 Yongjin
 Chen

 (Principal
 Executive Officer)

 /s/
 Yun Wu

 Chief
 Financial Officer

 April 5, 2024

 Yun
 Wu

 (Principal
 Financial Officer)