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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 fiscal year ended December 31, 2023

 or

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

 For
the transition period from _____________ to ________________

 Commission
file number: 001-41189

 (Exact
name of registrant as specified in its charter)

 Delaware

 86-3449713

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 79B
 Pemberwick Rd.

 Greenwich,
 CT

 06831

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (650) 450-6836

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

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Units,
 each consisting of one share of Class A Common Stock and one Redeemable Warrant

 GMFIU

 The
 Nasdaq Stock Market LLC

 Class
 A Common Stock, par value $0.0001 per share

 GMFI

 The
 Nasdaq Stock Market LLC

 Warrants

 GMFIW

 The
 Nasdaq Stock Market LLC

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

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes No

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 April 15, 2024, there were 2,136,291 shares of redeemable Class A common stock, 528,500 shares of non-redeemable Class A common stock,
par value $0.0001 per share, and 2,875,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Page

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 2 6

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM
 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 CERTAIN
TERMS

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

 "Brand
 AA Sdn Bhd" are to Brand AA Sdn Bhd., a Malaysian company;

 "Brand
 AA Sdn Bhd Merger" are to the merger and other transactions as further described in the Brand AA Sdn Bhd Merger Agreement;

 "Brand
 AA Sdn Bhd Merger Agreement" are to the definitive Business Combination Agreement entered into on February 28, 2024, as it
 may be amended or supplemented from time to time;

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

 "common
 stock" refers to our common shares, collectively;

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

 "DGCL"
 are to the Delaware General Corporation Law;

 "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" are to shares of our common stock initially purchased by our sponsor in a private placement prior to our initial public
 offering, and the shares of our common stock issuable upon the conversion thereof as provided herein;

 "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 stock exchange, asset acquisition, stock purchase, reorganization or similar
 business combination with one or more businesses;

 "initial
 public offering" are to the initial public offering of the Company's units on January 3, 2022;

 "initial
 stockholders" are to our sponsor and any other holders of our insider 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;

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

 "placement
 shares" are to the shares of our common stock 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
 warrant'

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

 "public
 warrants" refer to the rights which are part of the units;

 "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 Aetherium Capital Holdings LLC, a Delaware
 limited liability company;

 "trust
 account" are to the trust account at J.P. Morgan Securities LLC maintained by the trustee in which the Company deposited the
 net proceeds of the sale of the units and a portion of the placement units (including to reflect the underwriters partial exercise
 of the overallotment) in the initial public offering, as such account has been reduced to honor redemptions to date;

 "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 warrant; and

 "we,"
 "us," "our" or "Company" refer to Aetherium Acquisition Corp., a blank check company incorporated
 in Delaware on April 15, 2021.

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report
that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements
regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements.

 The
words "anticipates," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include,
for example, statements about our:

 ability
 to complete our initial business combination;

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

 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;

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

 pool
 of prospective target businesses;

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

 potential
 change in control if we acquire one or more target businesses for stock;

 the
 potential liquidity and trading of our securities;

 the
 lack of a market for our securities;

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

 proceeds
 being available in trust upon the consummation of our initial business combination; or

 financial
 performance following the IPO.

 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. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors."
in our IPO prospectus, dated December 29, 2021 and filed with the Securities and Exchange Commission. 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 and/or if and
when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

 part
I

 ITEM
1. BUSINESS

 Introduction

 We
are a blank check company incorporated in April 2021 as a Delaware corporation whose business purpose is to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which
we refer to as our initial business combination. To date, our efforts have been limited to organizational activities, activities related
to our initial public offering and search for an initial business combination target. Our efforts to identify a prospective target business
will not be limited to a particular business, industry or sector or geographical region, although we intend to focus on businesses in
the education, training and education technology ("EdTech") industries, specifically in Asia (excluding China). Our Amended
and Restated Certificate of Incorporation provides that we shall not undertake our initial business combination with any entity with
its principal business operations in China (including Hong Kong and Macau).

 Initial
Public Offering

 The
Registration Statement for our initial public offering was declared effective on December 29, 2021 (the "Initial Public Offering,"
or "IPO"). On January 3, 2022, we consummated the IPO of 11,500,000 units (the "Units" and each Unit consists
of one share of Class A common stock (the "Public Shares"), and one redeemable warrant, with respect to shares of Class A
common stock included in the Units at $10.00 per Unit, generating gross proceeds of $115,000,000, and incurring offering costs of $6,755,007,
of which $4,025,000 was for deferred underwriting commissions. We granted the underwriter a 45-day option to purchase up to an additional
1,500,000 Units at the Initial Public Offering price to cover over-allotments, if any. On January 3, 2022, the over-allotment option
was also exercised in full.

with the consummation of the closing of the Offering, we consummated the private placement of an aggregate of 528,500 units (the "Placement
Units") to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,285,000 (the "Private
Placement"). The Placement Units are identical to the Units sold in the IPO.

 Following
the closing of the Initial Public Offering on January 3, 2022, an amount of $116,725,000 ($10.15 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 or may be invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended
investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as
determined by us, until the earlier of: (i) the consummation of a Business Combination or (ii) the liquidation of the funds in the Trust
Account to our stockholders.

 Our
management team is led by Jonathan Chan, our Chief Executive Officer, and Alex Lee, o ur
Chief Financial Officer, both of whom permanently reside in, and are citizens of, the United States. Mr. Chan brings nearly 30 years of
leadership experience across numerous engagements in the fields of banking and corporate finance covering the technology, media
and telecom sectors.

 The
 Brand AA Sdn Bhd Merger Agreement

 On
February 28, 2024, Aetherium Acquisition Corp, a Delaware corporation ("Aetherium" or "Purchaser"), entered
into a definitive Business Combination Agreement (the "Business Combination Agreement") with Capital A Berhad, a
Malaysian company ("Parent"), (iii) Capital A International, a Cayman Islands exempted company and a wholly-owned
subsidiary of Parent ("Pubco"); (iv) Aether Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of
Pubco ("Merger Sub"), and (v) Brand AA Sdn Bhd, a Malaysian company and a wholly-owned Subsidiary of Parent
(the "Company"). Aetherium, Parent, Pubco, Merger Sub and the Company are sometimes referred to herein individually as a
"Party" and, collectively, as the "Parties"). The transactions contemplated in the Business Combination
Agreement are in connection with Aetherium's initial business combination and are hereinafter referred to as the
"Business Combination."

 In
connection with the Business Combination, (a)
pursuant to that certain Share Transfer Agreement (the "Share Transfer Agreement"), dated as of February 28, 2024,
between Parent and Pubco, Parent shall transfer to Pubco all of the issued and outstanding shares of the Company (the "Company
Shares") (the "Company Brand Disposal") and (b) Merger Sub will merge with and into Aetherium, with Aetherium
continuing as the surviving corporation, as a result of which Aetherium shall become a wholly-owned Subsidiary of Pubco (the
"Merger" and, together with the Company Brand Disposal and collectively with the other transactions contemplated by the
Business Combination Agreement and the ancillary documents, the "Transactions"), in each case, upon the terms and
subject to the conditions set forth in the Share Transfer Agreement and the Business Combination Agreement. The Business Combination
is expected to close in the second half of 2024, following the receipt of the required approval by Aetherium's shareholders
and the fulfillment of each Party's closing conditions.

 Transaction
Consideration

 In
accordance with the terms and subject to the conditions of the Business Combination Agreement, upon
the Closing, as consideration for the Business Combination, including the Company Brand Disposal, and in the amount of $1,150,000,000
(the "Aggregate Transaction Consideration Value"), (a) Pubco shall (i) cause the Company to assume the obligations of Asia
Aviation Capital Limited under the Castlelake Facility (as defined in the Business Combination Agreement) in connection with the assignment
of the Castlelake Facility from Asia Aviation Capital Limited to the Company and (ii) issue to Parent a number of newly-issued ordinary
shares of Pubco (the "Pubco Ordinary Shares") equal to the quotient of (x) $1,000,000,000 (the "Equity Value") divided
by (y) $10.00 (the "Transaction Consideration Shares"); and (b) concurrently with, or immediately after, the issuance
of the Transaction Consideration Shares by Pubco, Parent shall effectuate a distribution, by way of a distribution-in-specie in connection
with a proposed reduction and repayment of its share capital pursuant to Section 116 of the Malaysia Companies Act 2016, of up to 51%
of the Transaction Consideration Shares to the shareholders of Parent based on their respective shareholdings as of a date to be determined
by Parent (such Transaction Consideration Shares to be distributed by Parent to its shareholders, the "Common Transaction Consideration
Shares").

 Representations
and Warranties

 The
Business Combination Agreement contains a number of representations and warranties made by Aetherium, Company, Pubco, Merger Sub, and
Parent, as of the date of such agreement or other specific dates for the benefit of certain of the parties to the Business Combination
Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect, knowledge and other qualifications
contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination
Agreement. "Material Adverse Effect" as used in the Business Combination Agreement means with respect to any specified person
or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the business, assets, liabilities, results of operations, prospects or condition (financial or
otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries
on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents thereto,
subject to certain customary exceptions.

 In
the Business Combination Agreement, Aetherium made certain customary representations and warranties to Parent, the Company, Pubco and
Merger Sub, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing;
(2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents;
(3) governmental approvals; (4) non-contravention; (5) capitalization; (6) SEC filings and financial statements; (7) absence of certain
changes; (8) compliance with laws; (9) litigation, actions, orders and permits; (10) taxes and returns; (11) employees and employee benefit
plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act of 1940 ("Investment
Company Act"); (16) finders and brokers; (17) business practices; (18) insurance; (19) independent investigation; (20) information
supplied; and (21) Aetherium's trust account.

 In
the Business Combination Agreement, Pubco and Merger Sub made certain customary representations and warranties to Aetherium, including
among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority
and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental
approvals; (4) non-contravention; (5) capitalization; (6) Pubco and Merger Sub's business activities subsidiaries; (7) finders
and brokers; and (8) Pubco and Merger Sub's information supplied.

 Additionally,
the Company made certain customary representations and warranties to Aetherium, including representations and warranties related to the
following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relating
to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) the Company's
subsidiaries; (5) capitalization; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with
laws; (10) the Company's permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) privacy compliance;
(15) taxes and tax returns; finders and brokers; (16) real property; (17) personal property; (18) title to and sufficiency of assets;
(19) employee matters; (20) employee benefit plans; (21) environmental matters; (22) transactions with related parties; (23) insurance;
(24) top customers and suppliers; (25) certain business practices; (26) brokers and finders; (27) information supplied; and (28) independent
investigation.

 In
addition, Parent made certain customary representations and warranties to Aetherium, including representations and warranties related
to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relating
to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) ownership; (4) government approvals;
(5) non-contravention; (6) finders and brokers; (7) information supplied; and (8) independent investigation.

 Covenants
of the Parties

 Each
party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination
Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination
Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the " Interim
Period "), including covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation
of their respective businesses in the ordinary course of business; (3) Aetherium's public filing obligations and the Company's
obligation to deliver financial statements; (4) no solicitation of, or entering into, any alternative competing transactions; (5) no
insider trading; (6) notifications of certain breaches, consent requirements or other matters; (7) efforts to obtain third party and
regulatory approvals; (8) further assurances; (9) public announcements; (10) confidentiality; (11) indemnification of directors and officers
after the Closing and tail insurance; (12) use of trust proceeds after the Closing; (13) efforts to conduct a private placement, backstop
or redemption waiver arrangements, if sought; and (14) issuance of equity awards by Pubco in terms and conditions determined by the Parent.

 The
parties also agreed to take all necessary actions to cause Pubco's board of directors immediately after the Closing to consist
of those directors mutually agreed between Purchaser and Parent.

 Registration
Statement on Form F-4

 Aetherium
and Pubco also agreed to prepare with the reasonable assistance of the Company, and Pubco shall file with the Securities and Exchange
Commission ("SEC"), a registration statement on Form F-4/F-1 (as amended, the "Registration Statement") in connection
with the registration under the Securities Act of 1933, as amended (the "Securities Act") of the Common Transaction Consideration
Shares and the securities of Pubco to be issued to the holders of the Aetherium securities, which Registration Statement will contain
a proxy statement for the purpose of soliciting proxies from the shareholders of Aetherium for the matters relating to the Transactions
to be acted on at the extraordinary general meeting of the shareholders of Aetherium and providing such shareholders with an opportunity
to participate in the redemption by Aetherium of its public shareholders in connection with Aetherium's initial business combination,
as required by its amended and restated memorandum and articles of association (the "Redemption"). The parties made customary
covenants regarding the Registration Statement.

 Survival
and Indemnification

 The
representations and warranties covenants, obligations and agreements of Aetherium, the Company, Pubco, Merger Sub, and Parent will not
survive the Closing unless by their terms they apply to or are to be performed in whole or in part after the Closing (which such covenants
shall survive the Closing and continue until fully performed in accordance with their terms).

 Conditions
to Closing

 The
obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions
of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions as set forth in the Proxy Statement
by the requisite vote of Aetherium's shareholders; (ii) any waiting period under any Antitrust Laws shall have expired or been
terminated; (iii) receipt of all requisite regulatory approvals and consents required to be obtained from any regulatory authority or
third person in order to consummate the Transactions; (iv) no law or order preventing or prohibiting the Transactions; (v) the Registration
Statement shall have been declared effective by the SEC and shall remain effective as of the Closing, and any required filings and approvals
by Nasdaq or NYSE in connection with the Registration Statement shall have been obtained; (vi) the Pubco Ordinary Shares and Pubco Warrants
shall have been approved for listing on Nasdaq or NYSE; (vii) the shareholders of Parent shall have approved Parent Regularization Plan
at an extraordinary general meeting of Parent's shareholders; (viii) Bursa Malaysia Securities Berhad, the Malaysian securities
exchange regulator, shall have approved the Parent Regularization Plan; (ix) the Parent Convertible Security Holders shall have approved
the Parent Regularization Plan; and (x) Malaysian Central Bank approval of the Business Combination.

 In
addition, unless waived by the Company, the obligations of Parent, the Company, Pubco, and the Merger Sub to consummate the Transactions
are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:
(i) the representations and warranties of Aetherium being true and correct as of the date of the Business Combination Agreement and as
of the Closing (subject to specified exceptions); (ii) Aetherium having performed in all material respects its obligations and complied
in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied
with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Aetherium since the date
of the Business Combination Agreement which is continuing and uncured; (iv) all Ancillary Documents (as defined in the Business Combination
Agreement) shall have been duly executed by each respective party thereto and shall be in full force and effect in accordance with their
terms as of the Closing; (v) except for continuing officers and directors, all officers and directors of Aetherium shall have executed
written resignations effective as of immediately prior to the Closing; (vi) the covenants of Aetherium Capital Holdings LLC (the " Sponsor ")
required to be performed under the Sponsor Support Agreement (as discussed below) as of or prior to the Closing shall have been performed;
(vii) the SEC shall not object to Pubco's registration of the Common Transaction Consideration Shares on the Registration Statement,
such that the Common Transaction Consideration Shares received by non-affiliate Parent shareholders shall be freely tradeable upon the
consummation of the Business Combination under applicable U.S. securities laws; (viii) Aetherium shall have delivered to the Company
a closing certificate signed by an executive officer of Aetherium certifying as to the satisfaction of certain closing conditions; (ix)
delivery of the Registration Rights Agreement and Lock-Up Agreement, duly executed by Sponsor; (x) Aetherium shall have delivered to
Pubco a FIRPTA certificate; (xi) Aetherium shall have at least $5,000,001 of net tangible assets both prior to the Closing and remaining
after giving effect to any redemptions, the receipt of funds under the PIPE Investment, if any, and the other Transactions contemplated
to occur on the Closing Date, including the payment of all Expenses of Aetherium and the Company; and (xii) Aetherium shall have obtained
a novation or waiver from the creditors of its IPO deferred underwriting fees that is satisfactory to Parent.

 Unless
waived by Aetherium, the obligations of Aetherium, to consummate the Transactions are subject to the satisfaction of the following Closing
conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of the Company,
Pubco, and Merger Sub being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to specified
exceptions); (ii) the Company, Pubco, and Merger Sub having performed in all material respects the respective obligations and complied
in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed
or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Company, Pubco
or Merger Sub since the date of the Business Combination Agreement which is continuing and uncured; (iv) Aetherium shall have received
a certificate from the Company by an executive officer of the Company certifying as to the satisfaction of certain closing conditions
of the Registration Rights Agreement and Lock-Up Agreement, duly executed by all parties thereto other than Sponsor (vi) Aetherium shall
have received a copy of the IP Assignment Agreement with respect to the assignment of the Untransferred Registered IP, duly executed
by each of the IP Owning Affiliates (each as defined in the Business Combination Agreement).

 Termination

 The
Business Combination Agreement may be terminated at any time prior to the Closing by either Aetherium or the Company if the Closing has
not occurred on or prior to December 31, 2024 (the " Outside Date "). A party is not entitled to terminate the Business
Combination Agreement if the failure of the Closing to occur by such date was caused by or the result of a breach of the Business Combination
Agreement by such party. The Business Combination Agreement may also be terminated under certain other customary and limited circumstances
prior the Closing, including, among other reasons: (i) by mutual written consent of Aetherium and the Company; (ii) by either Aetherium
or the Parent if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining,
enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by the
Parent for Aetherium's material uncured breach of the Business Combination Agreement, if the breach would result in the failure
of the related Closing condition; (iv) by Aetherium for the material uncured breach of the Business Combination Agreement by the Company,
Pubco, Merger Sub or any Seller, if the breach would result in the failure of the related Closing condition; (v) by Aetherium if there
has been a Material Adverse Effect with respect to the Company which is uncured and continuing; (vi) by either Aetherium or Parent if
the Special Meeting to approve the Business Combination is held and concluded and the requisite approval of the Purchaser stockholders
is not obtained; or (vii) by if receives a delisting determination by Nasdaq, or trading in Purchaser's securities is suspended
for more than one trading day.

 If
the Business Combination Agreement is terminated, all obligations of the parties under the Business Combination Agreement (except for
certain obligations related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general
provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto
except for liability for certain fraud claims or for willful breach of the Business Combination Agreement prior to the termination.

 Trust
Account Waiver and Releases

 The
Parent, the Company, Pubco and Merger Sub have agreed that they and their affiliates will not have any right, title, interest or claim
of any kind in or to any monies in Aetherium's trust account held for its public shareholders, and have agreed not to, and waived
any right to, make any claim against the trust account (including any distributions therefrom directly or indirectly to Aetherium's
stockholders).

 Governing
Law

 The
Business Combination Agreement is governed by New York law. Any state or federal court located in New York, New York will have exclusive
jurisdiction.

 Sponsor
Support Agreement

 In
connection with the execution of the Business Combination Agreement, Parent, Pubco, Aetherium and the Sponsor entered into a sponsor
support agreement (the " Sponsor Support Agreement ") providing that, among other things, (i) the Sponsor shall
vote its shares of Common Stock in favor of the adoption and approval of the Business Combination Agreement and the Transactions,
(ii) if the Business Combination Agreement is terminated, the Sponsor shall reimburse Parent in cash for expenses of Aetherium paid
by Parent or its affiliates on behalf of Aetherium, (iii) if applicable, in connection with the payment by Aetherium of certain
amount of Excise Taxes, the Sponsor shall transfer, directly or constructively (including pursuant to a forfeiture and reissuance),
a number of shares of Aetherium Common Stock, to or as directed by Parent, and (iv) if applicable, the
Sponsor shall, with respect to certain amounts outstanding at the Closing under any working capital loans, (A) convert such amounts
into Aetherium units and/or forgive such amounts.

 The
 foregoing description of the Sponsor Support Agreement is
subject to and qualified in its entirety by reference to the full text of the form of the Sponsor Support Agreement,
a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated by reference.

 Related
Agreements

 Registration
Rights Agreement and Lock-Up Agreement

 In
connection with the Business Combination Agreement, at the Closing, Pubco, the Sponsor, Parent and certain shareholders of Parent shall
enter into a Registration Rights and Lock-Up Agreement. The Registration Rights and
Lock-Up Agreement will provide that Pubco will be obligated to file a registration statement after Closing to register the resale of
certain securities, and will also provide the respective parties with "piggy-back" registration rights, subject to certain
requirements and customary conditions.

 PIPE
Investment

 In
connection with entry into the Business Combination Agreement, Aetherium shall use commercially reasonable efforts as practicable, after
the date of the Business Combination Agreement and during the Interim Period, to enter into and consummate subscription agreements with
investors relating to a private equity investment in Aetherium or Pubco to purchase
shares of Aetherium or Pubco ("PIPE Shares") in connection with a
private placement, and/or enter into backstop arrangements with potential investors, in either case on terms mutually agreeable to Parent
and Aetherium, acting reasonably (a "PIPE Investment"). If Aetherium seeks
a PIPE Investment, Parent, Aetherium and the Company shall, and shall cause their
respective representatives to, cooperate with each other and their respective representatives in connection with such PIPE Investment
and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having Parent's senior
management participate in any investor meetings and roadshows as reasonably requested by Aetherium).
At the election of Aetherium, Parent and the Company, any PIPE Investment may take
the form of a convertible debt financing whereby the PIPE Investors shall enter into convertible note purchase agreements or other alternative
financing, including an equity line of credit. For avoidance of doubt, there is no present requirement to pursue a PIPE Investment.

 Our
Company

 We
are a blank check company incorporated in April 2021 as a Delaware corporation whose business purpose is to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which
we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities
related to this offering. Our efforts to identify a prospective target business will not be limited to a particular business, industry
or sector or geographical region, although we intend to focus on businesses in the education, training and education technology ("EdTech")
industries, specifically in Asia (excluding China). Our Amended and Restated Certificate of Incorporation provides that we shall not
undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

 While
we may pursue an initial business combination target in any business, industry or sector or geographical location, we intend to focus
on businesses in the education, training and EdTech industries, specifically in Asia (excluding China). Our Amended and Restated Certificate
of Incorporation provides that we shall not undertake our initial business combination with any entity with its principal business operations
in China (including Hong Kong and Macau). We believe that combining our company with a leading high-growth education, training and EdTech
company will fuel organic growth and provide a platform for future acquisitions. We will be focusing our search on companies built on
disruptive technologies and business platforms. We believe this is the key to gain competitive advantages. With the application of additional
capital through our company, we believe we will be able to fast track technological advancement, employ cutting edge design, and improve
processes.

 Acquisition
Criteria

 Consistent
with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective
target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into
our initial business combination with a target business that does not meet these criteria and guidelines.

 Target
 Size. Consistent with our investment thesis as described above, we plan to target businesses with total enterprise values
 ranging from $200 million to $1 billion in the education, training and EdTech sectors.

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

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

 Strong
 Management. We will seek companies with strong management teams already in place. We will spend significant time assessing
 a company's leadership and human fabric, and maximizing its efficiency over time.

 Benefit
 from Being a Public Company. We intend to acquire one or more businesses that will benefit from being publicly-traded and
 can effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company.

 Appropriate
 Valuations and Upside Potential. We intend to apply rigorous, criteria-based, disciplined, and valuation-centric metrics.
 We intend to acquire a target on terms that we believe provide significant upside potential while seeking to limit risk to our investors.

 These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time
our management may deem relevant.

 Initial
Business Combination

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value
of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on
the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of
directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not
able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such
criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair
market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of
a particular target or if there is a significant amount of uncertainty as to the value of a target's assets or prospects. Additionally,
pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

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

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

 In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational,
legal and other information which will be made available to us. The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial
business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete
another business combination.

 Sourcing
of Potential Initial Business Combination Targets

 Certain
members of our management team have spent significant portions of their careers working with businesses in the education, training and
EdTech industries and have developed a wide network of professional services contacts and business relationships in that industry. The
members of our board of directors also have significant executive management and public company experience with technology related companies
and bring additional relationships that further broaden our industry network.

 This
network has provided our management team with a flow of referrals that have resulted in numerous past transactions. We believe that the
network of contacts and relationships of our management team will provide us with an important source of acquisition opportunities. In
addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including
investment market participants, private equity groups, investment banks, consultants, accounting firms, law firms and large business
enterprises.

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

 In
addition, 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
to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially
affect our ability to complete our initial business combination. Our officers and directors will agree to offer all suitable business
combination opportunities to us before any other person or company until we have entered into a definitive agreement regarding our initial
business combination or we have failed to complete our initial business combination within 15 months from the closing of this offering,
subject to any pre-existing contractual or fiduciary obligations they may have (which pre-existing fiduciary duties and any potential
conflicts of interest arising therefrom will have been disclosed to the underwriters prior to the initial filing of the registration
statement of which this prospectus forms a part), on customary terms reasonably acceptable to the underwriters.

 In
addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours
or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Similarly,
our financial advisor may work with other special purpose acquisition companies. Any such companies, businesses or investments may present
additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts
would materially affect our ability to complete our initial business combination.

 Limited
Ability to Evaluate the Target's Management Team

 Although
we closely scrutinize the management of a prospective target business, including the Brand AA Sdn Bhd management team, when evaluating
the desirability of effecting our business combination with that business and plan to continue to do so if the Brand AA Sdn Bhd Merger
is not consummated and we seek other business combination opportunities, our assessment of the target business' management may
not prove to be correct. In addition, the future management may not have the necessary skills, qualifications, or abilities to manage
a public company. Furthermore, the future role of members of our management team or of our board, if any, in the target business cannot
presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity
with us following our business combination, including the Brand AA Sdn Bhd Merger, it is presently unknown if any of them will devote
their full efforts to our affairs after our business combination. Moreover, we cannot assure you that members of our management team
will have significant experience or knowledge relating to the operations of the particular target business. The determination as to whether
any members of our board of directors will remain with the combined company will be made at the time of our initial business combination.

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

 Lack
of Business Diversification

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

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

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

 Our
Management Team

 Our
management team is led by Jonathan Chan, our Chairman of the Board and Chief Executive Officer, and Alex Lee, our Chief Financial Officer.

Chan is the founder and Managing Partner of Vigilant Assets Pte. Ltd., an investment advisory firm. He is also the founder and CEO of
Jules Corporation ("JULES"), where over the past six years he has devoted his efforts and expertise in building his network
in the education and EdTech ecosystem. Driven by the JULES mission "to prepare our children for jobs of the future," Mr.
Chan is credited in leading the creation of the world's first Digital Literacy curriculum for preschoolers, teaching "Computational
Thinking and digital life" skills during the early childhood years. The JULES "School of Fish" curriculum is acknowledged
as an innovative and awarded product in its category. JULES efforts as a social enterprise have received global recognition and accolades
at the World Economic Forum as well as by education ministries and UNICEF as playing a pioneering and catalytic role in empowering young
children with critical digital literacy skills as a foundation for life-long learning. Prior to being a technopreneur, Mr. Chan spent
27 years in banking and corporate finance covering the technology, media and telecom sectors. Mr. Chan has held senior positions as the
Asia Head of Technology Investment Banking at Salomon Smith Barney/Citibank and as Head of Investment Banking, Southeast Asia at CLSA
Merchant Bankers Limited where he was credited with structuring the most original deal for the listing of the first independent REIT
in Singapore. Mr. Chan has been featured in CNBC, The Straits Times, Channel NewsAsia and Education Technology Insights, and spoken at
conferences around the world including the Red Herring Global, Edutech Asia, Global Blockchain Foundation, EdTechX, Wall St. Digital
Live, Global Education Technology Summit, and the Global EdTech Start-up Awards. Mr. Chan is an acknowledged thought leader in promoting
the "blockchain in education" initiatives and a frequent speaker on this subject at numerous conferences. Mr. Chan has also
held director roles in M&A at British Telecom and Cable & Wireless. Mr. Chan holds an MBA from Washington University's
Olin School of Business and a B.Sc. in Finance from Indiana University's Kelly School of Business.

 Alex
Lee is a managing director of Vigilant Assets Pte. Ltd. and has over 20 years of experience in various hardware and software technology
driven sectors, encompassing DNS (Domain Name System) SaaS, digital media/marketing, and most recently, blockchain/distributed ledger
technology. In addition to holding corporate positions and founding several companies, he has spent more than 15 years advising and creating
cross-border business partnerships and investments in Asia and the U.S. Mr. Lee is currently the founder and CEO of Liquidigy.com, a
security token issuance and investment platform and an active digital assets portfolio manager and angel investor. He also co-founded
BITCV Foundation, a Singapore-based organization focused on the development of blockchain-powered technologies, solutions and applications
that facilitates the management of blockchain assets. Prior to this, Mr. Lee worked in China for 13 years serving as Director of International
Affairs at China Internet Network Information Center and was co-founder of two start-ups: NameRich.cn, a China-based domain name registrar
(acquired 2012) and the Dot Trademark Registry, one of the world's first Chinese language domain name registries. He was also Director
of Strategic Partnerships at BlueFocus International in Silicon Valley where he was responsible for creating and managing synergies between
BlueFocus International's portfolio agencies and BlueFocus Communication Group headquartered in Beijing, China. Active in the blockchain/crypto
space since 2017, he is an active investor in several high-profile ventures and numerous early-stage ventures, primarily focused on digital
securities, Decentralized Finance and digital art & collectibles NFTs (Non-Fungible Tokens). During the internet v1.0 years, Mr.
Lee worked at First MediaWorks where he led the company's flagship account with ABC Radio Networks and spearheaded the launch of
over 30 owned-and-operated radio stations' first websites in 10 markets around the U.S., including WPLJ, KLOS, KSFO, KGO and WMAL.
Mr. Lee graduated with a B.A. degree in Cultural Anthropology from Northeastern University and holds FINRA Series 63 and SIE qualifications.

 We
believe our management team is well positioned to take advantage of the growing set of acquisition opportunities focused on the education,
training and EdTech industries and that our contacts and relationships, ranging from owners and management teams of private and public
companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive
transaction for our stockholders.

 Competition

 In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged
buyout funds, 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 initial 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 initial business combination and our outstanding warrants, 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 an initial business combination.

 Employees

 We
currently have two 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, in the exercise of their respective business judgement, to our affairs until
we have completed our initial 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 initial business combination and the stage of the initial business combination process we
are in. We do not intend to have any full-time employees prior to the completion of our initial business combination. We do not have
an employment agreement with any member of our management team.

 Stockholders
May Not Have the Ability to Approve our Initial Business Combination

 We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended
and restated certificate of incorporation. However, we will seek stockholder approval if it is required by law or applicable stock exchange
rule, or we may decide to seek stockholder approval for business or other reasons.

 Type
 of Transaction

 Whether
 Stockholder Approval is Required

 Purchase
 of assets

 No

 Purchase
 of stock of target not involving a merger with the company

 No

 Merger
 of target into a subsidiary of the company

 No

 Merger
 of the company with a target

 Yes

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

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

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

 the
 issuance or potential issuance of common stock will result in our undergoing a change of control.

 The
decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder approval
is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a
variety of factors, including, but not limited to:

 the
 timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either
 not enough time to seek stockholder approval or doing so would place the Company at a disadvantage in the transaction or result in
 other additional burdens on the Company;

 the
 expected cost of holding a stockholder vote;

 the
 risk that the stockholders would fail to approve the proposed business combination;

 other
 time and budget constraints of the Company; and

 additional
 legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.

 See
"The Brand AA Sdn Bhd Merger" above for more information regarding the requisite approvals needed for the Brand AA Sdn Bhd
Merger.

 Ability
to Extend Time to Complete Business Combination

 At
the time of the IPO, our Amended and Restated Certificate provided that if we are unable to complete an initial business combination
within fifteen (15) months from the closing of the Initial Public Offering, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account, and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.

 On
March 23, 2023, we held a Special Meeting of our stockholders seeking approval to amend our Amended and Restated Certificate of Incorporation,
to extend the date by which we must consummate a business combination up to twelve (12) times (the "Charter Amendment"),
each such extension for an additional one (1) month period from April 3, 2023 to April 3, 2024. We also sought approval to amend the
investment management trust agreement, dated as of December 29, 2021, by and between us and Continental Stock Transfer & Trust Company,
allowing us to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension
for an additional one (1) month period, until April 3, 2024, by depositing into the trust account established for the benefit of the
Company's public stockholders the lesser of (A) $0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the
"Extension Payment") for each one-month extension. Both proposals were approved.

 On
March 5, 2024, the Company held an extraordinary general meeting in lieu of an annual meeting (the "Extension Meeting") to:

 1)

 amend
 the Company's amended and restated memorandum and articles of association (the "Charter Amendment Proposal") to
 extend the date by which the Company has to consummate an initial business combination to thirty-six (36) months from the effectiveness
 date of the Company's Form S-1 by the SEC, which was December 29, 2021, by depositing into the Trust Account (defined below)
 $0.033 per non-redeeming Public Share;

 2)

 amend
 Aetherium's Charter to amend certain provisions which restrict the Class B common stock, par value $0.0001, of the Company
 (the "Class B common stock" or the "Founder Shares") from converting to Class A common stock before the consummation
 of an initial business combination (the "Conversion Amendment Proposal");

 3)

 amend
 to eliminate from the Charter the limitation that the Company may not redeem Public Shares to the extent that such redemption would
 result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act
 of 1934, as amended (the "Exchange Act") (or any successor rule)) of less than $5,000,001 (the "Redemption Limitation")
 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation
 (the "Redemption Limitation Amendment" and, such proposal, the "Redemption Limitation Amendment Proposal");
 and

 4)

 amend
 the Company's investment management trust agreement, dated as of December 29, 2021, as subsequently amended (the "Trust
 Agreement"), by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee"), to
 allow the Company to extend the Extended Termination Date to thirty-six (36) months from the effectiveness date of the Company's
 Form S-1 by the SEC, which was December 29, 2021, until December 29, 2024, which proposal also included an amendment to authorize
 the withdrawal of interest from the trust account to pay any excise tax incurred arising under the United States Inflation Reduction
 Act of 2022, effective for stock repurchases taking place after December 31, 2022, which includes shareholders redemptions (the "Trust
 Amendments Proposal").

 The
proposal to adjourn the Extension Meeting to a later date redemptions (the "Adjournment Proposal") was also presented because
there were insufficient votes to approve the Company's Trust each of the foregoing proposals. As
previously reported, the Company filed a first amendment (the "Amendment") to the Definitive Proxy Statement on Schedule
14A filed by the Company with the Securities and Exchange Commission (the " SEC ") on February 23, 2024 to amend the
Extension Payment amount per share for each public share of the Company's Common Stock outstanding and to clarify that if the Charter
Amendments Proposal (Proposal 1) and Trust Amendment Proposal (Proposal 4) are approved, the Company will only withdraw from the trust
account twenty-six (26%) of its excise taxes to reflect the remaining percentage of public shares outstanding.

 As
previously reported, the Company filed a second
amendment ("Amendment No. 2") to the Definitive Proxy Statement on March 19, 2024 to remove the language in the Trust Amendment
Proposal (Proposal 4) that sought approval to allow the Company to withdraw from the trust account any funds whatsoever to pay its excise
taxes. As revised, the Trust Amendment Proposal (Proposal 4) no longer sought approval to pay the Company's excise tax. To allow
time for additional votes on the Trust Amendment Proposal, the Company postponed the adjournment of the Meeting to March 28, 2024.

 On
March 28, 2024, there were 3,519,503 shares of Class A common stock and 2,875,000 shares of Class B common stock of the Company issued
and outstanding on the record date for the Extension Meeting, February 9, 2024. At the Extension Meeting, there were 2,678,089 shares
of Common Stock present in person or by proxy, representing approximately 87.34% of the total shares of Common Stock outstanding as of
the record date, which constituted a quorum. Each of the Charter Amendment Proposal, the Conversion Amendment Proposal, the Redemption
Limitation Amendment Proposal, and the Trust Amendments Proposal were approved at the Extension Meeting on March 28, 2024, afforded the
Company until December 29, 2024 to complete its business combination.

 Periodic
Reporting and Financial Information

 We
have registered our common stock and rights under the Exchange Act and have reporting obligations, 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 accountants.

 We
will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials
or proxy solicitation materials sent to stockholders to assist them in assessing the target business. These financial statements must
be prepared in accordance with, or be reconciled to, GAAP, or IFRS and the historical financial statements must be audited in accordance
with the standards of 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 consummate our initial business combination within the applicable time frame.

 We
are required to have our internal control procedures evaluated for the fiscal year ended December 31, 2023, as required by the Sarbanes-Oxley
Act. A target company 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 consummation of our initial
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 an "emerging growth company" until the earlier of (1) the last day of the fiscal year (a) following January 13,
2027, the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least
$1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares that are held
by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, and (2) the date on which
we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 Limitation
on Redemption upon Completion of Our Initial Business Combination If We Seek Stockholder Approval

 Notwithstanding
the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide
that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights
with respect to the Excess Shares. We believe this restriction will discourage stockholders from accumulating large blocks of shares,
and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination
as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other
undesirable terms.

 Absent
this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise
its redemption rights if such holder's shares are not purchased by us, our sponsor or our management at a premium to the then-current
market price or on other undesirable terms. By limiting our stockholders' ability to redeem no more than 15% of the shares sold
in this offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt
to block our ability to complete our initial business combination, particularly in connection with a business combination with a target
that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting
our stockholders' ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Continued Listing Compliance

 On
May 6, 2023, Aetherium Acquisition Corp. (the "Company") received written notice from the Nasdaq Listing Qualifications
staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that the Company was not in compliance with the
continued listing requirement to maintain a minimum Market Value of Listed Securities ("MVLS") of $50,000,000, as set forth
in Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company received 180 calendar days, until
November 6, 2023, to regain compliance with the minimum MVLS requirement. To regain compliance, the minimum MVLS of the Company's
common stock was required to meet or exceed $50,000,000 for at least ten consecutive business days during this 180 calendar day compliance
period.

 Additionally,
on May 23, 2023 and August 23, 2023, Nasdaq notified the Company that it did not comply with Listing Rule 5250(c), due to its failure
to timely file its Forms 10-Q for the periods ended March 31, 2023, and June 30, 2023, respectively. The Company filed its Form 10-Q
for the period ended March 31, 2023 on December 20, 2023 and on November 27, 2023, the Staff provided written notice to the Company does
not comply with Listing Rule 5250(c) because it did not file its Form 10-Q for the period ended September 30, 2023. In addition, Staff
has determined that the Company does not comply with the minimum 400 total holders as required by Listing Rule 5450(a)(2).

 On
December 4, 2023, the Company appealed the delist determination to the Nasdaq Hearings Panel (the "Panel"), and requested
that the stay of delisting, which otherwise would expire on December 19, 2023, pursuant to Rule 5815(a)(l)(B), be extended until the
Panel issued a final decision on the matter. The Company provided a submission in which it requested a stay of delisting pending the
hearing, informed of the reasons for the late filings, and its plan to regain compliance.

 On
February 8, 2024, the Staff advised the Company that it has regained compliance with the filing requirement in Listing Rule 5250(c)(1).
The Company prepared and presented to the Panel, in advance of the Panel Hearing that occurred on February 27, 2024, its plan of compliance
with regards to the remaining deficiencies.

 On
March 13, 2024, the Panel issued a decision that grants the Company's request to continue its listing on Nasdaq based on the information
presented. The Hearing Panel has determined to grant the Company's request for an exception until May 28, 2024, subject to the
condition that on or before March 31, 2024, the Company will file the Form F-4 with the Securities and Exchange Commission to register
the shares resulting from the Business Combination. The Panel cited to the Company's proactive correction of the reporting delinquency
and engagement of new securities counsel and new accounting firm, that reflects Company's commitment to ensuring its periodic filings
are timely going forward. Panel also noted that as of the date of their decision, the Company has filed a report Form 8-K reflecting
completion of a definitive agreement to enter into the Business Combination on February 28, 2024.

 On
April 1, 2024, the Panel granted an extension to the exception granted on March 13, 2024 (the "Decision") to the Company
provided that (i) on or before May 20, 2024, the Company will file the Form F-4 to register the shares resulting from the Business Combination;
and (ii) on or before May 28, 2024, the Company will demonstrate compliance with all applicable requirements for continued listing on
The Nasdaq Stock Market.

 Tendering
Stock Certificates in Connection with a Tender Offer or Redemption Rights

 Public
stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name,"
will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation
or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using
The Depository Trust Company's DWAC (Deposit/ Withdrawal At Custodian) System, at the holder's option, in each case up to
two business days prior to the initially scheduled vote to approve the initial business combination. The proxy solicitation or tender
offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself
in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials
until the close of the tender offer period, or up to two days prior to the initial vote on the initial business combination if we distribute
proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short
period in which to exercise redemption rights, it is advisable for stockholders to use electronic delivery of their public shares.

 There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the
broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether we require holders
seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights
regardless of the timing of when such delivery must be effectuated.

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

 Any
request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the vote on the proposal to approve
the initial business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate
in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such
rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated
that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the
completion of our initial business combination.

 If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business
combination is not completed, we may continue to try to complete a business combination with a different target until December 29, 2024
(or as extended as provided in our registration statement). Public stockholders will not be offered the opportunity to vote on or redeem
their shares in connection with any extension of the period to complete our initial business combination.

 Redemption
of Public Shares and Liquidation if no Initial Business Combination

 Our
Charter Amendment following the March 28, 2024 Stockholders Meeting provides that we will have up to until December 29, 2024 through
one-month Extensions to provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an additional
$0.033 per share for each month, or as extended by the Company's stockholders in accordance with our amended and restated certificate
of incorporation. If we are unable to complete our business combination by December 29, 2024 (or as otherwise extended), we will: (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law.

 There
will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete
our business combination by December 29, 2024 (or as otherwise extended by the Company's stockholders in accordance with our amended
and restated certificate of incorporation). Our stockholders have approved the issuance of the placement units upon conversion of such
notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination.
In the event that we receive notice from our sponsor five days prior to the applicable deadline of its intent to effect an extension,
we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend
to issue a press release the day after the applicable deadline announcing whether the funds had been timely deposited. Our sponsor is
not obligated to fund the trust account to extend the time for us to complete our initial business combination. The public stockholders
will not be able to vote on or redeem their public shares in connection with any such extensions.

 Our
sponsor, directors and each member of our management have entered into a letter agreement with us, pursuant to which they have waived
their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete an initial
business combination within the period to consummate the initial business combination including with respect to any shares obtained through
the placement units. However, if our sponsor, directors or members of our management team acquire public shares in or after this offering,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete an
initial business combination within the period to consummate the initial business combination.

 Our
sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment
to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business
combination within the period to consummate the initial business combination, unless we provide our public stockholders with the opportunity
to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes, if any divided by the number of the then outstanding public shares. If this optional redemption right is exercised
with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed
with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the
approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.

 We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from up to $100,000 of funds from the interest on the trust account available to us to pay dissolution expenses, although we cannot
assure you that there will be sufficient funds for such purpose.

 If
we were to expend all of the net proceeds of this offering the sale of the placement rights, other than the proceeds deposited in the
trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received
by stockholders upon our dissolution would be approximately $10.10. The proceeds deposited in the trust account could, however, become
subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure
you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.10. Under Section 281(b)
of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made
in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of
our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient
to pay or provide for all creditors' claims.

 Although
we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target
businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any
kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute
such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including
but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds
held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party
that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial
to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include
the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior
to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver.

 The
underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no
guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts
held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services
rendered or products sold to us (other than our independent registered public accounting firm), 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 public share 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 our 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.

 In
the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent
of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations,
nor have we independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and we believe that
our sponsor's only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy
those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims
by vendors and prospective target businesses.

 In
the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per public share and (ii) the actual amount
per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per unit, due to
reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, if any, and our
sponsor asserts that they are unable to satisfy its indemnification obligations or that it has no indemnification obligations related
to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose
not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share
redemption price will not be less than $10.10 per unit.

 We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or
to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of
this offering against certain liabilities, including liabilities under the Securities Act.

 In
the event that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders
who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than
the amount of funds from our trust account received by any such stockholder. If we liquidate, and it is subsequently determined that
the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims
made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such stockholder.

 Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public
shares in the event we do not complete our initial business combination within the period to consummate the initial business combination
may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section
280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

 Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination within the period to consummate the initial business combination, is not considered
a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition
of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of
the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead
of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination within the period
to consummate the initial business combination, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account that
may be released to us to pay our taxes, if any (less up to $100,000 of interest to pay taxes and if needed, dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each
case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 Because
we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within
the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be
limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as
lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our
underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which
we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust
account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any
claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent
necessary to ensure that the amounts in the trust account are not reduced below (i) $10.10 per public share or (ii) such lesser amount
per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the
trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity
of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an
executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability
for such third-party claims.

 If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims
deplete the trust account, we cannot assure you we will be able to return $10.10 per unit to our public stockholders. Additionally, if
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either
a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek
to recover some, or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons.

 Our
public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares
if we do not complete an initial business combination within the period to consummate the initial business combination, (ii) in connection
with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
an initial business combination within the period to consummate the initial business combination or (B) with respect to any other provisions
relating to the rights of holders of our common stock, or (iii) if they redeem their respective shares for cash upon the completion of
the initial business combination.

 Public
stockholders who redeem their common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall
not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we
have not completed an initial business combination within the period to consummate the initial business combination, with respect to
such shares of our common stock so redeemed. In no other circumstances will a stockholder have any right or interest of any kind to or
in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder's
voting in connection with the initial business combination alone will not result in a stockholder's redeeming its shares to us
for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above.
These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate
of incorporation, may be amended with a stockholder vote.

 ITEM
1A. RISK FACTORS

 As
a smaller reporting company, we are not required to make disclosures under this Item. However, below is a partial list of material risks,
uncertainties and other factors that could have a material effect on the Company and its operations:

 we
 may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed
 time frame;

 our
 expectations around the performance of a prospective target business or businesses may not be realized;

 we
 may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

 we
 are a blank check Company with no revenue or basis to evaluate our ability to select a suitable business target;

 lack
 of opportunity to vote on our proposed business combination;

 lack
 of protections afforded to investors of blank check companies;

 issuance
 of equity and/or debt securities to complete a business combination;

 we
 may lack sufficient working capital;

 third-party
 claims reducing the per-share redemption price;

 negative
 interest rate for securities in which we invest the funds held in the trust account;

 our
 stockholders being held liable for claims by third parties against us;

 failure
 to enforce our sponsor's indemnification obligations;

 the
 ability of rights holders to obtain a favorable judicial forum for disputes with our company;

 we
 have dependence on key personnel and our officers and directors may have difficulties allocating their time between the Company and
 other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;

 conflicts
 of interest of our sponsor, officers and directors and the representative;

 the
 delisting of our securities by Nasdaq may occur and an active market for our public securities' may not develop and you will
 have limited liquidity and trading;

 dependence
 on a single target business with a limited number of products or services;

 shares
 being redeemed and rights and rights becoming worthless;

 our
 competitors with advantages over us in seeking business combinations;

 we
 may lack the ability to obtain additional financing and the availability to us of funds from interest income on the trust account
 balance may be insufficient to operate our business prior to the business combination;

 our
 initial stockholders controlling a substantial interest in us;

 rights'
 and insider shares' adverse effect on the market price of our common stock;

 disadvantageous
 timing for redeeming rights;

 registration
 rights' adverse effect on the market price of our common stock;

 business
 combination with a company located in a foreign jurisdiction;

 changes
 in laws or regulations; tax consequences to business combinations; and

 exclusive
 forum provisions in our amended and restated certificate of incorporation.

 our
 financial performance following a business combination with an entity may be negatively affected by their lack an established record
 of revenue, cash flows and experienced management

 there
 may be more competition to find an attractive target for an initial business combination, which could increase the costs associated
 with completing our initial business combination;

 changes
 in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate
 and complete an initial business combination;

 we
 may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial
 public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement
 agent in connection with a related financing transaction;

 our
 underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion
 of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering
 any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and
 consummation of an initial business combination;

 since
 our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than
 with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors
 may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their
 investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our
 initial business combination;

 changes
 in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations,
 may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results
 of operations;

 may delist our securities from trading on its exchange prior to an initial business combination, which could limit investors'
 ability to make transactions in our securities and subject it to additional trading restrictions;

 the
 SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business
 combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed
 to complete our initial business combination and may constrain the circumstances under which we could complete an initial business
 combination. The need for compliance with such proposals may cause us to liquidate the funds in the trust account or liquidate the
 Company at an earlier time than we might otherwise choose;

 the
 value of the founder shares following completion of our initial business combination is likely to be substantially higher than the
 nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per
 share;

 if
 we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome
 compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we can modify
 our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination
 and instead liquidate the Company;

 we
 may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with
 the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations,
 including the Committee on Foreign Investment in the United States;

 recent
 increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an
 initial business combination;

 military
 conflict in Ukraine or elsewhere may lead to increased price volatility for publicly traded securities, which could make it more
 difficult for us to consummate an initial business combination;

 we
 have identified a material weakness in our internal control over financial reporting as of December 31, 2023 related to inadequate
 segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting,
 IT, and financial reporting and record keeping. If we are unable to develop and maintain an effective system of internal control
 over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect
 investor confidence in us and materially and adversely affect our business and operating results;

 there
 is substantial doubt about our ability to continue as a "going concern" if we do not complete our initial business combination
 by December 29, 2024; and

 resources
 could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to
 locate and acquire or merge with another business. If we have not completed our initial business combination within the required
 period, our public stockholders may receive only approximately $10.10 per share, or less than such amount in certain circumstances,
 on the liquidation of our trust account, and our rights will expire worthless.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
2. PROPERTIES

 Our
executive offices are located at 79B Pemberwick Road, Greenwich, CT 06831, and our telephone number is (650) 450-6836.

 Since
December 30, 2021, the date our securities began trading on Nasdaq, we have paid ARC Group Limited, our financial advisor $10,000 per
month for our office space, utilities and secretarial and administrative support. We consider our current office space adequate for our
current operations. For the year ended December 31, 2023, the Company has recognized $120,000 operating cost for the service provided
by ARC Group Ltd. under this agreement.

 ITEM
3. LEGAL PROCEEDINGS

 We
may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not
currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding,
investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business,
financial condition or results of operations.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
Applicable.

 part
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our
units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol "GMFIU" on December 30, 2021. The Class A common
stock and warrants comprising the units began trading separately on February 18, 2022. Our Class A common stock and warrants are traded
on Nasdaq under the symbols "GMFI" and "GMFIW," respectively.

 Holders
of Record

 As
of April 16, 2024, there were 2,136,291 of our shares of Class A common stock issued and outstanding held by approximately 2 stockholders
of record, and there were 2,875,000 of our shares of Class B common stock issued and outstanding held by approximately 10 stockholders
of record. 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 common stock to date and do not intend to pay cash dividends prior to the completion of an 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 a business combination. The payment of any dividends subsequent to our initial
business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness subsequent
to the 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

 There
were no sales of unregistered securities.

 Use
of Proceeds

 On
January 3, 2022, we completed our Initial Public Offering of 11,500,000 Units, including the issuance of 1,500,000 Units as a result
of the underwriter's full exercise of its over-allotment option. The Units were sold at an offering price of $10.00 per unit, generating
gross proceeds of $115,000,000.

with the consummation of the Initial Public Offering, we completed a Private Placement of an aggregate of 528,500 Placement Units at
a price of $10.00 per Placement Unit, generating total gross proceeds of $5,285,000. The Placement Units are identical to the Units sold
in the IPO. The holders have agreed not to transfer, assign or sell any of the Placement Units or underlying securities (except in limited
circumstances) until 30 days after completion of our initial business combination. The holders were also 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 transaction did not involve a public offering.

 A
total of $116,725,000 of the net proceeds from the IPO and the Private Placement was deposited in the Trust Account, over which Continental
Stock Transfer & Trust Company is trustee, which was established for the benefit of our public stockholders. Except with respect
to interest earned on the funds held in the Trust Account that may be released to us to pay our tax obligations, and up to $100,000 of
interest that may be used for our dissolution expenses, the proceeds from the IPO and the sale of the Placement Units will not be released
from the Trust Account until the earliest to occur of: (a) the completion of our initial business combination, (b) the redemption of
any public shares properly submitted in connection with a stockholder vote to amend our Amended and Restated Certificate of Incorporation
(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain
amendments to our Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of our public shares if we do not
complete our initial business combination within 15 months from the closing of this offering or (B) with respect to any other provision
relating to stockholders' rights or pre-initial business combination activities, and (c) the redemption of our public shares if
we are unable to complete our initial business combination within 15 months from the closing of this offering, subject to applicable
law.

 Our
Charter Amendment following the March 28, 2024 Stockholders Meeting provides that we will have up to until December 29, 2024 through
one-month Extensions to provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an additional
$0.033 per share for each month, or as extended by the Company's stockholders in accordance with our amended and restated certificate
of incorporation.

 For
a description of the use of the proceeds generated in our Initial Public Offering, see below Item 7 – Management's Discussion
and Analysis of Financial Condition and Results of Operations of this Form 10-K.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Special
Note Regarding Forward-Looking Statements

 All
statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under "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 Form 10-K,
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.

 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 blank check company formed under the laws of the State of Delaware on April 15, 2021 for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses.
We intend to effectuate our Business Combination using cash from the proceeds of the IPO and the sale of the Private Warrants, our capital
stock, debt or a combination of cash, stock and debt.

 All
activity through December 31, 2023 relates to our formation, IPO, and search for a prospective initial business combination target.

 We
are incurring significant costs in the pursuit of our acquisition plans with Brand AA Sdn Bhd. We cannot assure you that our plans to
complete a Business Combination will be successful.

 Results
of Operations

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities from April 15, 2021 (inception) through
December 31, 2023 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company
for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination.
We generate non-operating income in the form of interest income on marketable securities held after the IPO. We incur expenses as a result
of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 For
the year ended December 31, 2023, we had net income of $726,042, which consisted of investment income earned on marketable securities held in our
Trust Account of $2,752,079 offset by formation and operational costs of $895,403, franchise tax of $200,050 and provision for income
tax of $930,584.

 Liquidity
and Capital Resources

 On
January 3, 2022, the Company consummated its Initial Public Offering of 11,500,000 units (the "Units" and, with respect to
the shares of Class A common stock included in the Units being offered, the "Public Shares"), at $10.00 per Unit, generating
gross proceeds of $115,000,000 (the "Initial Public Offering"), and incurring offering costs of $6,755,007, of which $4,025,000
was for deferred underwriting commissions. The Company granted the underwriter a 45-day option to purchase up to an additional 1,500,000
Units at the Initial Public Offering price to cover over-allotments, if any. On January 3, 2022, the over-allotment option was exercised
in full.

with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 528,500 units
(the "Placement Units") to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,285,000
(the "Private Placement"). A total of $116,725,000 of the net proceeds from the Offering and the Private Placement was deposited
in a trust account established for the benefit of the Company's public stockholders. The proceeds held in the trust account were
invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. A total of $1,451,900
was deposited into the operating account of the Company.

 In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a
non-interest bearing basis as may be required. If we complete our initial business combination, we will repay such loaned amounts. In
the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account,
if any, to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such
loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business
combination. The units would be identical to the placement units. Other than as described above, the terms of such loans by our officers
and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek
loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such
funds and provide a waiver against any and all rights to seek access to funds in our trust account. As December 31, 2023, the Company
has borrowed $537,431 under such loans.

 Moreover,
we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem
a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional
securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could
acquire with the net proceeds of this offering and the sale of the placement units, and may as a result be required to seek additional
financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only
complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial
business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the
trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.

 As
indicated in the accompanying financial statements, at December 31, 2023, the Company had $4 of cash in its operating bank account
and a working capital deficit of $4,491,448. Further, we have incurred and expect to continue to incur significant costs in pursuit
of our financing and acquisition plans. We cannot assure you that our plans to raise capital or to consummate an initial business combination
will be successful.

 Going
Concern Consideration

 The
Company expects to incur significant costs in pursuit of its financing and acquisition plans. 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 balance sheet does not include any adjustments that might result from the
outcome of this uncertainty. The accompanying financial statement has 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.

 Related
Party Transactions

 The
Sponsor loaned the Company an aggregate of $122,352 of up to $300,000 to cover expenses related to the IPO. The note is non-interest
bearing and payable on the earlier of the consummation of the Initial Public Offering or the date on which the Company determines not
to proceed with the Initial Public Offering. Following the IPO of the Company on January 3, 2022, a total of $122,352 under the promissory
note was repaid on January 6, 2022.

 On
May 11, 2021, the Sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per
share. In June 2021, the Sponsor transferred 20,000 shares each to the Company's Chief Executive Officer and David Kopp, 15,000
shares to the Company's Chief Financial Officer and 10,000 shares to each of the Company's independent director nominees.
In July 2021, the Sponsor also transferred 431,250 shares to ARC Group Limited. In November 2021, ARC Group Limited transferred 140,400
shares to Max Mark Capital Limited, 140,400 shares to Jonathan Chan, and 10,000 shares to Mei Eng Goy. ARC Group Limited purchased its
net 140,450 shares in consideration of services provided by such party as financial advisor to the Company in connection with the Initial
Public Offering. Each of the transfers above were completed at the same per share purchase price as the Sponsor paid for the founder
shares, or $0.009. The number of founder shares issued was determined based on the expectation that such founder shares would represent
20% of the outstanding shares upon completion of this offering (excluding the placement units and underlying securities). The per share
purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number
of founder shares issued. As of December 31, 2023, the Sponsor owned 2,358,750 shares of Class B common stock. As the underwriters'
over-allotment option has been exercised in full, none of the Sponsor shares were forfeited.

 In
order to finance transaction costs in connection with a Business Combination, the 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 December 31, 2023, the Company has borrowed $522,431 under such loans.

 In order to extend the life of
the Company, the Sponsor or an affiliate of the Sponsor, or the Company's officer and directors may, but are not obligated to, loan
funds to the Company to deposit into the trust account in order to extend the period in which the Company has to consummate a business
combination. As of December 31, 2023, the Company has borrowed $885,000 under these extension loans.

 Our
sponsor purchased an aggregate of 528,500 placement units at a price of $10.00 per unit for an aggregate purchase price of $5,285,000.
Each placement unit consists of one share of Class A common stock and one warrant. Each warrant is exercisable to purchase one share
of Class A common stock at $11.50 per share. There will be no redemption rights or liquidating distributions from the trust account with
respect to the founder shares, the placement shares, or the placement warrants, which will expire worthless if we do not consummate a
business combination within 15 months from the closing of this offering. The placement units are identical to the units sold in the IPO
except that the placement units and their component securities (a) will not be transferable, assignable or saleable until 30 days after
the consummation of our initial business combination except to permitted transferees and (b) so long as they are held by our sponsor
or its permitted transferees, will be entitled to registration rights.

 Our
initial stockholders have agreed to waive their redemption rights with respect to their founder shares and placement shares (i) in connection
with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our Amended and Restated Certificate
of Incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or certain amendments to our Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of our public
shares if we do not complete our initial business combination within 15 months from the completion of this offering or (B) with respect
to any other provision relating to stockholders' rights or pre-initial business combination activities and (iii) if we fail to
consummate a business combination within 15 months from the completion of this offering or if we liquidate prior to the expiration of
the 15-month period. However, our initial stockholders will be 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 15-month period.

 On
March 23, 2023, we held a Special Meeting of our stockholders seeking approval to amend our Amended and Restated Certificate of Incorporation,
to extend the date by which we must consummate a business combination up to twelve (12) times (the "Charter Amendment"),
each such extension for an additional one (1) month period from April 3, 2023 to April 3, 2024. We also sought approval to amend the
investment management trust agreement, dated as of December 29, 2021, by and between us and Continental Stock Transfer & Trust Company,
allowing us to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such extension
for an additional one (1) month period, until April 3, 2024, by depositing into the trust account established for the benefit of the
Company's public stockholders the lesser of (A) $0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the
"Extension Payment") for each one-month extension. Both proposals were approved.

 Pursuant
to a registration rights agreement we have entered into with our initial stockholders, we may be required to register certain securities
for sale under the Securities Act. These holders, and holders of units issued upon conversion of working capital loans, if any, are entitled
under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale
under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act.
In addition, these holders have the right to include their securities in other registration statements filed by us. We will bear the
costs and expenses of filing any such registration statements. See the section of this Annual Report entitled "Certain Relationships
and Related Party Transactions."

 Our
Charter Amendment following the March 28, 2024 Stockholders Meeting provides that we will have up to until December 29, 2024 through
one-month Extensions to provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account an additional
$0.033 per share for each month, or as extended by the Company's stockholders in accordance with our amended and restated certificate
of incorporation.

 Off-balance
sheet financing arrangements

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

 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 were no critical accounting policies.

 Recent
accounting standards

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

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
required for smaller reporting companies.

 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 are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified
in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

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

 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15
(e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, 2023 due to the material weaknesses.

 A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis. In connection with the evaluation of the SEC and its staff's guidance on redeemable equity instruments,
and management's subsequent re-evaluation of its Prior Financials, the Company determined that there were errors in its accounting
for its complex financial instruments and related disclosure. Management concluded that a deficiency in inadequate segregation of duties
within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting
and record keeping and that such failure constituted a material weakness.

 Management's
Report on Internal Controls Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange
Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and board
of directors regarding the preparation and fair presentation of published financial statements. A control system, no matter how well
designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met. Because
of these inherent limitations, management does not expect that our internal control over financial reporting will prevent all error and
all fraud. Management conducted an evaluation of our internal control over financial reporting based on the framework in Internal Control-Integrated
Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (the "2013 Framework").
Based on our evaluation under the 2013 Framework, management concluded that our internal control over financial reporting was not effective
as of December 31, 2023 due to the material weaknesses. As a result, we performed additional analysis as deemed necessary to ensure that
our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes
that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results
of operations, and cash flows for the period presented.

 Management
has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our
review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to
accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and
consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

 This
Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting
firm due to our status as an emerging growth company under the JOBS Act.

 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, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth information about our directors and executive officers.

 Name

 Age

 Position

 Chan

 Chairman,
 Chief Executive Officer and Director

 Alex
 Lee

 Chief
 Financial Officer

 Lim
 How Teck

 Mariana
 Kou

 Charles
 Abelmann

Chan is the founder and Managing Partner of Vigilant Assets Pte. Ltd., an investment advisory firm. He is also the founder and
CEO of Jules Corporation ("JULES"), where over the past 6 years he has devoted his efforts in building his expertise and
network in the education and EdTech ecosystem. Driven by the JULES mission "to prepare our children for jobs of the future",
Mr. Chan is credited in leading the creation of the world's first Digital Literacy curriculum for preschoolers, teaching "Computational
Thinking and digital life" skills during the early childhood years. The JULES "School of Fish" curriculum is acknowledged
as an innovative and awarded product in its category. JULES efforts as a social enterprise have received global recognition and accolades
at the World Economic Forum as well as by education ministries and UNICEF as playing a pioneering and catalytic role in empowering young
children with critical digital literacy skills as a foundation for life-long learning. Prior to being a technopreneur, Mr. Chan spent
27 years in banking and corporate finance covering the technology, media and telecom sectors. Mr. Chan has held senior positions as the
Asia Head of Technology Investment Banking at Salomon Smith Barney/Citibank and as Head of Investment Banking, Southeast Asia at CLSA
Merchant Bankers Limited where he was credited with structuring the most original deal for the listing of the first independent REIT
in Singapore. Mr. Chan has been featured in CNBC, The Straits Times, Channel NewsAsia and Education Technology Insights, and spoken at
conferences around the world including the Red Herring Global, Edutech Asia, Global Blockchain Foundation, EdTechX, Wall St. Digital
Live, Global Education Technology Summit, and the Global EdTech Start-up Awards. Mr. Chan is an acknowledged thought leader in promoting
the "blockchain in education" initiatives and a frequent speaker on this subject at numerous conferences. Mr. Chan has also
held director roles in M&A at British Telecom and Cable & Wireless. Mr. Chan holds an MBA from Washington University's
Olin School of Business and a B.Sc. in Finance from Indiana University's Kelly School of Business. We believe Mr. Chan is well-qualified
to serve as a member of our board of directors due to his experience in global finance and the digital education industry, as well as
his network of contacts and relationships.

 Alex
Lee is a managing director of Vigilant Assets Pte. Ltd. and has over 20 years of experience in various hardware and software
technology driven sectors, encompassing DNS (Domain Name System) SaaS, digital media/marketing, and most recently blockchain/distributed
ledger technology. In addition to holding corporate positions and founding several companies, he has spent more than 15 years advising
and creating cross-border business partnerships and investments in Asia and the U.S. Since 2019, Mr. Lee has been the founder and CEO
of Liquidigy.com, a security token issuance and investment platform and an active digital assets portfolio manager and angel investor.
He has also been a principal at The Shongum Group, a technology consulting company, since 2017. From 2016 to 2017, Mr. Lee was director
of strategic partnerships at BlueFocus International, a marketing and brand management services company. Mr. Lee also co-founded BITCV
Foundation, a Singapore-based organization focused on the development of blockchain-powered technologies, solutions and applications
that facilitates the management of blockchain assets. Prior to this, Mr. Lee worked in China for 13 years serving as Director of International
Affairs at China Internet Network Information Center and was co-founder of two start-ups: NameRich.cn, a China-based domain name registrar
(acquired 2012) and the Dot Trademark Registry, one of the world's first Chinese language domain name registries. He was also Director
of Strategic Partnerships at BlueFocus International in Silicon Valley where he was responsible for creating and managing synergies between
BlueFocus International's portfolio agencies and BlueFocus Communication Group headquartered in Beijing, China. Active in the blockchain/crypto
space since 2017, he is an active investor in several high-profile ventures and numerous early-stage ventures, primarily focused on digital
securities, Decentralized Finance and digital art & collectibles NFTs (Non-Fungible Tokens). During the internet v1.0 years, Mr.
Lee worked at First MediaWorks where he led the company's flagship account with ABC Radio Networks and spearheaded the launch of
over 30 owned-and-operated radio stations' first websites in 10 markets around the U.S., including WPLJ, KLOS, KSFO, KGO and WMAL.
Mr. Lee graduated with a B.A. degree in Cultural Anthropology from Northeastern University and holds FINRA Series 63 and SIE qualifications.

 Lim
How Teck joined our Board on December 29, 2021. Mr. Lim is currently the Board Chairman of Heliconia Capital Management, a Temasek
Holdings wholly-owned private equity investment firm that invests in growth-oriented companies in Asia. Mr. Lim has extensive Board,
financial management, M&A, and operating experience in his 45-year career. Mr. Lim was a Senior Advisor to Bain Capital from 2014
to 2019. From 2005, Mr. Lim served as a corporate advisor to Temasek International and has held Board Chairman or Board Director positions
in many public and private companies in Singapore, several of which are owned and/or backed by Temasek, including Heliconia Capital Management
(2011 – present), Port of Singapore Authority (1994 – 1998), Certis Cisco Security (from 2007 – 2015) and Tuas Power
(from 2005 – 2014). He also served as the Chairman of the Audit Committee in several Singapore-listed companies. From 1975 to 2005,
Mr. Lim was with the Neptune Orient Lines (NOL) Group, which was the largest container shipping company in Southeast Asia. Mr. Lim served
in various C-Suite roles including Group Deputy CEO, Group CFO, Group COO, and Executive Director. He led NOL's acquisition of
American President Lines (APL) for US$825 million in 1997 and also the divestment of American Eagle Tankers for an enterprise value of
around US$650 million in 2003. Mr. Lim holds a Bachelor of Accountancy Degree from the University of Singapore. He is currently Chairman
of Redwood International (an investment and consultancy firm), and Chairman of publicly listed ARA LOGOS Logistics Trust. Mr. Lim serves
as a board director of publicly listed Raffles Education and CSE Global. Other private companies that Mr. Lim is a board director includes
ARA Asset Management, The Foundation for Development Cooperation, Mizuho Securities (Singapore), Heliconia Holdings, Yang Kee Logistics
(Singapore), Singapore DTT Corporation, and Nexusun International. Mr. Lim is also President of the eSports Federation Singapore. Mr.
Lim contributes his time advising many technology focused companies, including: Boogle Group, 3DOM Inc, Titannium, Omni Sharing, KPISOFT,
IMCSE (International Monetary Crypto Securities Exchange), Skyfy Technology, SCash Technologies, Pixie Pitch, Singularity, Helicap, 33
Ventures, Propease Technologies, Food United Holdings, TNP Fitness, OnetoOne Interactive, UB Technology, 8 Capital, FTAG (Fintech Alliance
Global) and Hreasily. Mr. Lim is a Fellow of the Chartered Institute of Management Accountants of UK (FCMA), a Fellow of the Certified
Public Accountants of Australia (FCPA Aust.), a Fellow of the Institute of Certified Public Accountants of Singapore (FCPA ICPAS), a
Fellow of the Singapore Institute of Directors (FSID). He is a graduate of the Harvard Graduate School of Business Corporate Financial
Management Course and Advanced Management Program in 1983 and 1989, respectively. We believe Mr. Lim is well-qualified to serve as a
member of our board of directors due to his extensive and illustrious career experience combined with his deep understanding of corporate
governance and accountancy.

 Mariana
Kou joined our Board on December 29, 2021. Ms. Kou is chairperson and CEO of CTEH Inc. (1620:HK)), an investment holding company
that provides travel products and services in Canada and the United States. Prior to this role, from 2019 to 2021, she was CEO of Research
Study Education Group, a company that provides overseas education services to students in the Greater Bay Area, and an award-winning
equity research analyst specializing in the China education industry and the global luxury goods sector. Ms. Kou started her banking
career in New York at JP Morgan, Lehman Brothers, and Smith Barney. Ms. Kou was most recently Head of China Education and HK Consumer
Research at brokerage and investment bank CLSA Limited from 2010 to 2019, where she was involved in ten education company IPOs. In 2020,
she published her first book "Investing in Dragons: Education Industry and Capital Markets." She was a board advisor to publicly
listed EdTechX (NASDAQ: EDTXU) and advises several education ventures. Ms. Kou has been a keynote speaker at government and industry
conferences as well as interviewed regularly by international media. Ms. Kou was appointed Senator for China by the World Business Angels
Investment Forum, an affiliated partner of the G20 Global Partnership for Financial Inclusion (GPFI) in June 2020. She is the founder
of the Asia Education Society, a member of Forbes Women Forum, and the founding co-lead of Columbia University Venture Community's
Hong Kong Chapter. Ms. Kou sits on the board of Zonta Club of NTII and was also a founding committee member of Children's Medical
Foundation's social impact fellowship program in collaboration with Dwight Hall at Yale. Ms. Kou is a current student at the University
of Southern California's global executive Doctor of Education program. She holds an MBA from Columbia Business School and is a
graduate of Stanford University's Innovation and Entrepreneurship program. Ms. Kou received her B.BA. from the University of Notre
Dame magna cum laude and received the Raymond P. Kent Award. She is a CFA charter holder and a member of global business honor
society Beta Gamma Sigma and economics honor society Omicron Delta Epsilon. We believe Ms. Kou is well-qualified to serve as a member
of our board of directors due to her experience in the Asia education industry and capital markets.

 Charles
Abelmann joined our Board on December 29, 2021. Dr. Abelmann has over 30 years' experience in education working in policy,
research and practice in the U.S. and internationally. He has been involved in every facet of the educational sector, as a teacher, lecturer,
senior education specialist, to leading three schools. After completing his Doctorate from Harvard University's Graduate School
of Education in Administration, Planning & Social Policy in 1996, Dr. Abelmann spent over a decade at the World Bank leading education
investments, analytical work and capacity building efforts across many countries including Uganda, Tanzania, Zimbabwe, China, Indonesia
and Mongolia. He developed and supervised education investments in these countries. Dr. Abelmann also served as a special assistant to
the Superintendent of D.C. Schools and as a Principal in the District of Columbia Public Schools. In 2009, Dr. Abelmann was asked to
help form a new leadership team for the World Bank's Leadership and Organizational Effectiveness Unit. After leaving the World
Bank, Dr. Abelmann was Head of School at Barrie School in Maryland and then Director of the top private school in Chicago (University
of Chicago Laboratory Schools) with more than 2,100 students. He was also a lecturer at the University of Chicago. Dr. Abelmann has published
many conference papers and presented at universities in China, including at the Beijing Normal University and East Normal University
in Shanghai (both prestigious teaching colleges in China). From 2013 to 2019, he conducted annual workshops for teachers, principals
and parents on early childhood education, school governance, and parent engagement at the Demay Schools in Nanjing, China. Dr. Abelmann
graduated magna cum laude in English and Religion from Duke University in 1987 and is a member of Phi Beta Kappa. He has received
many honors, including being a Luce Scholar from the Henry Luce Foundation, the No Child Left Behind Blue Ribbon School Award from the
U.S. Department of Education, and the Distinguished Educator Award from the Mongolian Ministry of Education. We believe Dr. Abelmann
is well-qualified to serve as a member of our board of directors due to his extensive experience in the U.S. and international education
sector.

 Number
and Terms of Office of Officers and Directors

 Our
board of directors consists of four directors. The term of office of each of directors will expire at our first annual meeting of stockholders.

 Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for a specific term
of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our
bylaws provide that the board of directors shall elect one or more Chief Executive Officers, a Chief Financial Officer, a Secretary and
such other officers (including without limitation, a Chairman of the Board, a Vice Chairman of the Board, Presidents, Vice Presidents,
Assistant Secretaries and a Treasurer) as the board of directors from time to time may determine. Any Chief Executive Officer or President
may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or
desirable for the conduct of the business of the Company. Such other officers will have such powers and duties and shall hold their offices
for such terms as may be provided in the bylaws or as may be prescribed by the board of directors or, if such officer has been appointed
by any Chief Executive Officer or President, as may be prescribed by the appointing officer.

Independence

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 has determined that all of our directors, other than Mr. Chan, are "independent
directors" as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled
meetings at which only independent directors are present.

 Committees
of the Board of Directors

 Our
board of directors has two standing committees: an audit committee and a compensation committee.

 Audit
Committee

 Our
audit committee consists of Mr. Lim, Ms. Kou and Mr. Abelmann, and Mr. Lim chairs the audit committee. Under the Nasdaq listing standards
and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each
of Mr. Lim, Ms. Kou and Mr. Abelmann meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1)
of the Exchange Act.

 The
Audit Committee's duties, which are specified in our Audit Committee Charter, include, but are not limited to:

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

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

 setting
 clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited
 to, as required by applicable laws and regulations;

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

 discussing
 and, as appropriate, reviewing with management and the independent registered public accounting firm our financial statements and
 annual and quarterly reports, discussing with the independent registered public accounting firm any other matters required to be
 discussed by accounting and auditing standards, and recommending to the Board whether the audited financial statements should be
 included in our annual report;

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

 the adequacy and effectiveness of our internal control policies and procedures on a regular basis;

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

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

 Financial
Experts on Audit Committee

 Pursuant
to Nasdaq rules, the audit committee will at all times be composed exclusively of "independent directors" who are able to
read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.

 Each
member of the audit committee is financially literate and our board of directors has determined that Mr. Lim qualifies as an "audit
committee financial expert" as defined in applicable SEC rules, which generally is any person who has past employment experience
in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results
in the individual's financial sophistication.

 Compensation
Committee

 Our
Compensation Committee consists of Mr. Lim, Ms. Kou and Mr. Abelmann each of whom is an independent director under the Nasdaq listing
standards. Ms. Kou is the Chairperson of the compensation committee. The compensation committee's duties, which are specified in
our Compensation Committee Charter, include, but are not limited to:

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

 and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

 on an annual basis our executive compensation policies and plans;

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

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

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

 retaining
 the advice of a compensation consultant, legal counsel or other adviser, in the sole discretion of the compensation committee;

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

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

 Notwithstanding
the foregoing, as indicated above, other than the payment to our financial advisor of $10,000 per month, for up to 15 months, for office
space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar
fees, will be paid to any of our existing stockholders, 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 entered into in connection with such initial business combination.

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

Nominations

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

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

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

 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 as Exhibit
14.1 to this Annual Report. In addition, a copy of our 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.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons
who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive
officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a)
forms filed by such reporting persons.

 Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

 ITEM
11. EXECUTIVE COMPENSATION

 Employment
Agreements

 We
have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon
termination of employment.

 Executive
Officers and Director Compensation

 No
executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including any finder's
fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers or directors
or any affiliate of our Sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate,
the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments
that were made to our Sponsor, officers or directors or our or their 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 payments, 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 identifying and consummating an initial business combination.

 Compensation
Committee Interlocks and Insider Participation

 None
of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one
or more officers serving on our board of directors.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth as of April 16, 2024 the number of shares of Class A common stock and Class B common stock beneficially owned
by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of Class
A common stock and Class B common stock (ii) each of our officers and directors; and (iii) all of our officers and directors as a group.
As of April 16, 2024, we had 2,664,791 shares of Class A common stock and 2,875,000 shares of Class B common stock, issued and outstanding.
The Class B common stock are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common
stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of April 16, 2024.

 Name and Address of Beneficial Owner (1)

 Number of
 Beneficially
 Owned

 Percentage of
 Outstanding

 Jonathan Chan (1)(2)

 3,047,650

 55.0
 %

 Alex Lee (1)

 15,000

 *

 Lim How Teck (1)

 10,000

 *

 Mariana Kou (1)

 10,000

 *

 Charles Abelmann (1)

 10,000

 *

 All officers and directors as a group

 3,092,650

 55.8
 %

 (5 individuals)

 Holders of 5% or more

 Aetherium Capital Holdings LLC (3)

 2,887,250

 52.1
 %

 Wolverine Asset Management, LLC (4)

 442,397

 8.0
 %

 Hudson Bay Capital Management LP (5)

 284,250

 5.1
 %

 Meteora Capital, LLC (6)

 367,378

 6.6
 %

 Harraden Circle Investments, LLC ( 7)

 349,639

 6.3
 %

 *
Less than one percent.

 (1)

 Unless
 otherwise indicated, the business address of each of the entities and individuals is c/o Aetherium Acquisition Corp., 79B Pemberwick
 Rd., Greenwich, CT 06831.

 (2)

 Includes
 shares owned by Aetherium Capital Holdings LLC, over which Jonathan Chan, as manager, has voting and dispositive power. Mr. Chan
 disclaims beneficial ownership of such shares, except to the extent of his respective pecuniary interest therein.

 (3)

 Chan, our Chairman and Chief Executive Officer, as manager, has voting and dispositive power over the shares owned by Aetherium Capital
 Holdings LLC.

 (4)

 Based
 on a Schedule 13G filed on February 1, 2024, for the holders: Wolverine Asset Management, LLC, Wolverine Holdings, L.P., Wolverine
 Trading Partners, Inc., Christopher L. Gust, and Robert R. Bellick. The filing Schedule 13G should not be construed as an admission
 that the Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported therein. The
 address of the holders is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

 (5)

 Based
 on a Schedule 13G filed on February 5, 2024. Mr. Sanders Gerber serves as the managing member of Hudson Bay Capital GP LLC, which
 is the general partner of the Hudson Bay Capital Management LP, and accordingly Mr. Gerber may be deemed to be the beneficial owner
 of the shares of Class A common stock held by Hudson Bay Capital Management LP. The filing Schedule 13G should not be construed as
 an admission that the Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported
 therein. The address of the holder is 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830.

 (6)

 Based
 on a Schedule 13G filed on February 14, 2024. Meteora Capital, LLC, a Delaware limited liability company with respect to the Common
 Stock held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the "Meteora
 Funds"), and Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the Common Stock held by the
 Meteora Funds. The filing Schedule 13G should not be construed as an admission that the Reporting Person is, for the purposes of
 Section 13 of the Act, the beneficial owner of the Shares reported therein. The address of the holder is 1200 N Federal Hwy, #200,
 Boca Raton FL 33432.

 (7)

 Based
 on a Schedule 13G filed on January 25, 2024 for the shares of Common Stock beneficially owned
 by Harraden Fund and Harraden Special Op Fund, Harraden GP is the general partner to Harraden Fund and Harraden Special Op Fund,
 and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden
 Special Op Fund and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden
 Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly
 beneficially own the Shares reported herein directly beneficially owned by Harraden Fund and Harraden Special Op Fund.. The
 filing Schedule 13G should not be construed as an admission that the Reporting Person is, for the purposes of Section 13 of the Act,
 the beneficial owner of the Shares reported therein. The address of the holder is 299 Park
 Avenue, 21st Floor, New York, NY 10171.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Founder

 On
May 11, 2021, the Sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per
share. In June 2021, the Sponsor transferred 20,000 shares each to our Chief Executive Officer and David Kopp, 15,000 shares to our Chief
Financial Officer and 10,000 shares to each of our independent director nominees. In July 2021, the Sponsor also transferred 431,250
shares to ARC Group Limited. In November 2021, ARC Group Limited transferred 140,400 shares to Max Mark Capital Limited, 140,400 shares
to Jonathan Chan, and 10,000 shares to Mei Eng Goy. ARC Group Limited purchased its net 140,450 shares in consideration of services provided
by such party as our financial advisor in connection with the Initial Public Offering. Each of the transfers above were completed at
the same per share purchase price as the Sponsor paid for the founder shares, or $0.009.

 The
number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding
shares upon completion of the Initial Public Offering (excluding the placement units and underlying securities). The per share purchase
price of the founder shares was determined by dividing the amount of cash contributed to us by the aggregate number of founder shares
issued. As of December 31, 2022, the Sponsor owned 2,358,750 shares of Class B common stock. Up to 375,000 of such shares held by our
sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriters' over-allotment option is exercised.
On January 3, 2022, as the underwriters' over-allotment option has been exercised in full, 375,000 of such shares held by the Sponsor
will not be subject to forfeiture.

 The
initial stockholders have agreed not to transfer, assign or sell any of the shares of Class B common stock (except to certain permitted
transferees) until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent
to our initial business combination, (x) if the reported last sale price of the Class A common stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,
capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange
their shares of Class A common stock for cash, securities or other property.

 Promissory
Note – Related Party

 On
May 10, 2021, the Sponsor issued to us an unsecured promissory note, pursuant to which we 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 the consummation of the Initial Public Offering or the date on which we determine not to proceed with the Initial Public
Offering. These amounts will be repaid shortly after completion of the Initial Public Offering out of the $660,000 of offering proceeds
that has been allocated for the payment of offering expenses. Following the IPO of the Company on January 3, 2022, a total of $122,352
under the promissory note was repaid on January 6, 2022 and therefore this note was terminated.

 Working Capital Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or our
officers and directors may, but are not obligated to, loan us 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, we 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 December 31, 2022, the Company
has borrowed $522,431 and $91,124 under the Working Capital Loans, respectively.

 General

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

 Other
than the payment to our financial advisor of $10,000 per month, for up to 15 months, for office space, utilities and secretarial and
administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our
existing stockholders, 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.

 Related
Party Policy

 Our
Code of Ethics, which we adopted on December 29, 2021, requires us to avoid, wherever possible, all related party transactions that could
result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee).
Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000
in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for
election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred
to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director
or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has
interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if
a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

 In
addition, our audit committee, pursuant to a written charter that we adopted on December 29, 2021, is responsible for reviewing and approving
related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the
audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A
majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all
of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors
and executive officers to complete a directors' and officers' questionnaire that elicits information about related party
transactions.

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

 To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination
is fair to our company from a financial point of view. Furthermore, no finder's fees, reimbursements, consulting fee, monies in
respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers or directors or any affiliate of our
Sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to
effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

 However,
the following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from
the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

 Repayment
 of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;

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

 Repayment
 of non-interest bearing loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors
 to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described
 above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans
 may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business
 combination. The units would be identical to the placement units.

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

Independence

listing standards require that a majority of our board of directors be independent. For a description of the director independence, see
"— Part III, Item 10 - Directors, Executive Officers and Corporate Governance".

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 The
following is a summary of fees paid or to be paid to MaloneBailey, LLP ("MaloneBailey") for services rendered.

 Audit
Fees. Audit fees consist of fees for professional services rendered for the audit
of our year-end financial statements and services that are normally provided by MaloneBailey in connection with regulatory filings. The
aggregate fees of MaloneBailey for professional services rendered for the audit of our annual financial statements, review of the financial
information included in our Forms 8-K for the respective periods and other required filings with the SEC totaled $47,500 for the year
ended December 31, 2023 and $42,500 for the year ended December 31, 2022. The above amounts include interim procedures and audit fees,
as well as attendance at audit committee meetings.

 Audit-Related
Fees. Audit-related fees 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. For the year ended December 31, 2023 and for the year ended December 31, 2022, we did not pay MaloneBailey
any audit-related fees.

 Tax
Fees. The aggregate fees of MaloneBailey for tax return services, planning and tax advice for the year ended December 31,
2023 and for the year ended December 31, 2022 was $3,500 and $0, respectively.

 All
Other Fees. We did not pay MaloneBailey for any other services for the year ended December
31, 2023 and for the year ended December 31, 2022.

 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 AND FINANCIAL STATEMENT SCHEDULES

 (F)
The following documents are filed as part of this Form 10-K:

 (F)
Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 206)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity (Deficit)

 Statements of Cash Flows

 Notes to Financial Statements

 (2)
Financial Statement Schedules:

 None.

 (3)
Exhibits

 The
following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC's
website at sec.gov.

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement, dated December 29, 2021, by and among the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 2.1

 Business Combination Agreement, dated as of dated as of February 28, 2024, by and among Aetherium Acquisition Corp, Aether Merger Sub Inc., Capital A Berhad, Capital A International, and Brand AA Sdn Bhd. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on March 7, 2024).

 2.2

 Sponsor Support Agreement, dated as of February 28, 2024, by and among Aetherium Acquisition Corp, Aetherium Capital Holdings LLC, Capital A Berhad, and Capital A International. (incorporated by reference to Exhibit 2.2 filed with the Form 8-K filed by the Registrant on March 7, 2024).

 3.1

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 3.2

 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 3.3

 Amendment to the Amended and Restated Certificate of Incorporation of Aetherium Acquisition Corp. (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on March 29, 2023).

 3.4

 Second Amendment to the Amended And Restated Certificate of Incorporation of Aetherium Acquisition Corp. (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on April 2, 2024).

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on December 23, 2021).

 4.2

 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1 filed by the Registrant on July 21, 2021).

 4.3

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Registrant on December 23, 2021).

 4.4

 Warrant Agreement, dated December 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 4.5*

 Description of Securities

 10.1

 Promissory Note, dated May 10, 2021, issued to Aetherium Capital Holdings LLC (incorporated by reference to Exhibit 10.2 filed with the Form S-1 filed by the Registrant on July 21, 2021).

 10.2

 Subscription Agreement, dated May 11, 2021, between the Registrant and Aetherium Capital Holdings LLC (incorporated by reference to Exhibit 10.5 filed with the Form S-1 filed by the Registrant on July 21, 2021).

 10.3

 Letter Agreement, dated December 29, 2021, by and among the Company, its officers and directors, the Sponsor and certain other stockholders party thereto (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 10.4

 Investment Management Trust Agreement, dated December 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 10.5

 Registration Rights Agreement, dated December 29, 2021, by and among the Company, the Sponsor, and certain other stockholders party thereto (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 10.6

 Administrative Support Agreement, dated December 29, 2021, by and between the Company and ARC Group Limited (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 10.7

 Form of Indemnity Agreement, dated December 29, 2021, by and between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 10.8

 Private Placement Unit Subscription Agreement, dated December 29, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on January 4, 2022).

 10.9

 Amendment No. 3 to the Trust Agreement, effective as of March 28, 2024 between Aetherium Acquisition Corp and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 2, 2024).

 14.1

 Form of Code of Ethics (incorporated by reference to Exhibit 14.1 filed with the Registration Statement on Form S-1 filed by the Registrant on July 21, 2021)

 21.1*

 List of Subsidiaries

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *
Filed herewith.

 SIGNATURES

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

 Dated:
 April 16, 2024

 By:

 /s/
 Jonathan Chan

 Name:

 Chan

 Title:

 Chief
 Executive Officer and Chairman

 Pursuant
to the requirements of 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.

 Signature

 Title

 Date

 /s/
 Jonathan Chan

 Chief
 Executive Officer and Chairman

 April

 Chan

 (Principal
 Executive Officer)

 /s/
 Alex Lee

 Chief
 Financial Officer

 April

 Alex
 Lee

 (Principal
 Accounting and Financial Officer)

 /s/
 Lim How Teck

 April

 Lim
 How Teck

 /s/
 Mariana Kou

 April

 Mariana
 Kou

 /s/
 Charles Abelmann

 April

 Charles
 Abelmann

 Page(s)

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

 Audited
 Financial Statements:

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

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

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

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

 Notes to the Financial Statements

 – F-16

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 Aetherium
Acquisition Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Aetherium Acquisition Corp. (the "Company") as of December 31, 2023 and 2022
and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended,
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 years then ended, 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. 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 2021.

 Houston,
 Texas

 April

 F- 2

 BALANCE
SHEETS

 2023

 2022

 ASSETS

 Cash

 $

 $

 Cash and marketable securities held in trust account

 32,931,063

 117,914,699

 Total Current Assets

 32,931,067

 117,915,033

 Total assets

 $
 32,931,067

 $
 117,915,033

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities

 Accrued expenses

 $
 917,117

 $
 468,331

 Franchise tax payable

 400,100

 200,050

 Income tax payable

 868,297

 Excise tax payable

 883,507

 -

 Working capital loan – related party

 537,431

 91,124

 Extension loans – related party

 885,000

 -

 Deferred underwriter fee payable

 4,025,000

 4,025,000

 Total current liabilities

 8,516,452

 4,992,238

 Total liabilities

 8,516,452

 4,992,238

 Commitments and Contingencies (Note 6)

 -

 -

 Class A common stock subject to possible redemption; 2,991,003
 shares (at $ 10.59
 per share) and 11,500,000
 shares (at $ 10.25
 per share), respectively

 31,662,667

 117,914,699

 Stockholders' Equity (Deficit)

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

 -

 -

 Class A common stock, $ 0.0001
 par value; 100,000,000
 shares authorized; 528,500
 (excluding 2,991,003
and 11,500,000 Class A shares subject to redemption, respectively) issued and outstanding

 Class B common stock, par value $ 0.0001; 10,000,000 shares authorized; 2,875,000 issued and outstanding

 Common shares, value

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 7,248,393
)

 ( 4,992,245
)

 Total Stockholders' Equity (Deficit)

 ( 7,248,052
)

 ( 4,991,904
)

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 32,931,067

 $
 117,915,033

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

 F- 3

 STATEMENTS
OF OPERATIONS

 December 31, 2023

 December 31, 2022

 Formation and operating costs

 $
 ( 895,403
)

 $
 ( 1,405,790
)

 Franchise tax

 ( 200,050
)

 ( 200,050
)

 Loss from operations

 ( 1,095,453
)

 ( 1,605,840
)

 Other income and expense:

 Investment income earned on investments held in Trust Account

 2,752,079

 1,189,699

 Other income (loss)

 2,752,079

 1,189,699

 Income (loss) before provision for income taxes:

 1,656,626

 ( 416,141
)

 Provision for income taxes

 ( 930,584
)

 ( 207,733
)

 Net income (loss)

 $
 726,042

 $
)

 Weighted average shares outstanding of Class A common stock

 5,431,113

 11,962,590

 Basic and diluted net income (loss) per Class A common stock

 $
 0.09

 $
 ( 0.04
)

 Weighted average shares outstanding of Class B common stock

 Basic and diluted net income (loss) per Class B common stock

 $
 0.09

 $
 ( 0.04
)

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

 F- 4

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 Capital

 Deficit

 (Deficit)

 Total

 Class A

 Class B

 Additional

 Stockholders'

 Common Stock

 Common Stock

 Paid in

 Accumulated

 Equity

 Capital

 Deficit

 (Deficit)

 Balance – December 31, 2022

 $

 $

 $
 -

 $
 ( 4,992,245
)

 $
 ( 4,991,904
)

 Extension funds attributable to common stock subject to redemption

 -

 -

 -

 -

 -

 ( 885,000
)

 ( 885,000
)

 Re-measurement of Class A common stock subject to redemption

 -

 -

 -

 -

 -

 ( 1,213,683
)

 ( 1,213,683
)

 Excise tax

 -

 -

 -

 -

 -

 ( 883,507
)

 ( 883,507
)

 Net income

 -

 -

 -

 -

 -

 726,042

 726,042

 Balance – December 31, 2023

 $

 $

 $
 -

 $
 ( 7,248,393
)

 $
 ( 7,248,052
)

 FOR
THE YEAR ENDED DECEMBER 31, 2022

 Total

 Class A

 Class B

 Additional

 Stockholders'

 Common Stock

 Common Stock

 Paid in

 Accumulated

 Equity

 Capital

 Deficit

 (Deficit)

 Balance – January 1, 2022

 -

 $
 -

 $

 $
 24,712

 $
 ( 445
)

 $
 24,555

 Balance, value

 -

 $
 -

 $

 $
 24,712

 $
 ( 445
)

 $
 24,555

 Sale of IPO Units

 11,500,000

 1,150

 -

 -

 114,998,850

 -

 115,000,000

 Sale of Private Placement Units

 -

 -

 5,284,947

 -

 5,285,000

 Offering and Underwriting costs

 -

 -

 -

 -

 ( 6,762,886
)

 -

 ( 6,762,886
)

 Class A Common Stock subject to possible redemption

 ( 11,500,000
)

 ( 1,150
)

 -

 -

 ( 116,723,850
)

 -

 ( 116,725,000
)

 Accretion APIC to deficit

 -

 -

 -

 -

 3,178,227

 ( 3,178,227
)

 -

 Re-measurement of Class A common stock subject to redemption

 -

 -

 -

 -

 -

 ( 1,189,699
)

 ( 1,189,699
)

 Net loss

 -

 -

 -

 -

 -

)

)

 Net income (loss)

 -

 -

 -

 -

 -

)

)

 Balance – December 31, 2022

 $

 $

 $
 -

 $
 ( 4,992,245
)

 $
 ( 4,991,904
)

 Balance, value

 $

 $

 $
 -

 $
 ( 4,992,245
)

 $
 ( 4,991,904
)

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

 F- 5

 STATEMENTS
OF CASH FLOWS

 December 31, 2023

 December 31, 2022

 Cash flow from operating activities:

 Net income (loss)

 $
 726,042

 $
)

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

 Investment income earned on investments held in Trust Account

 ( 2,752,079
)

 ( 1,189,699
)

 Expenses paid by related party

 331,182

 -

 Changes in operating assets and liabilities:

 Deferred offering cost

 -

 304,786

 Franchise tax payable

 200,050

 200,050

 Income tax payable

 660,564

 Accrued expenses

 448,786

 285,452

 Net cash used in operating activities

 ( 385,455
)

 ( 815,552
)

 Cash flows from investing activities:

 Investment of cash in Trust Account

 ( 885,000
)

 ( 116,725,000
)

 Cash withdrawn from Trust Account in connection with redemptions

 88,350,715

 -

 Cash withdrawn from Trust Account for tax obligations

 270,000

 -

 Net cash provided by (used in) investing activities

 87,735,715

 ( 116,725,000
)

 Cash flow from financing activities:

 Redemptions of Class A ordinary shares

 ( 88,350,715
)

 -

 Proceeds from sale of Units, net of underwriting discount paid

 -

 112,262,114

 Proceeds from sale of private placement units

 -

 5,285,000

 Proceeds from Working Capital Loan

 115,125

 91,124

 Proceeds from extensions loan

 885,000

 -

 Repayment of promissory note – related party

 -

 ( 122,352
)

 Net cash provided by (used in) financing
 activities

 ( 87,350,590
)

 117,515,886

 Net change in cash

 ( 330
)

 ( 24,666
)

 Cash at the beginning of the period

 25,000

 Cash at the end of the period

 $

 $

 Supplemental disclosure of non-cash financing activities:

 Extension funds attributable to common stock subject to redemption

 $
 885,000

 $
 -

 Excise tax liability

 $
 883,507

 $
 -

 Deferred underwriting fee payable

 $
 -

 $
 4,025,000

 Value of Class A common stock subject to possible redemption

 $
 -

 $
 116,725,000

 Re-measurement of Class A common stock subject to redemption

 $
 1,213,683

 $
 1,189,699

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

 F- 6

 NOTES

 Note
1 — Description of Organization and Business Operations

 Aetherium
Acquisition Corp. (the "Company") is a blank check company incorporated in the State of Delaware on April 15, 2021. 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"). While the Company may pursue an initial business combination
target in any business, industry or sector or geographical location, the Company intends to focus on businesses in the education, training
and education technology ("EdTech") industries, specifically in Asia (excluding China). The Company's amended and restated
certificate of incorporate will provide that the Company shall not undertake an initial business combination with any entity with its
principal business operations in China (including Hong Kong and Macau).

 As
of December 31, 2023, the Company had not commenced any operations. All activity for the period from April 15, 2021 (inception) through
December 31, 2023 relates to the Company's formation and the Initial Public Offering (as defined below) and searching for a target
company. 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 Aetherium Capital Holdings LLC, a Delaware limited liability company (the "Sponsor"). The registration
statement for the Company's initial public offering was declared effective on December 29, 2021. On January 3, 2022, the Company
consummated its Initial Public Offering of 11,500,000 units (the "Units" and, with respect to the shares of Class A common
stock included in the Units being offered, the "Public Shares"), at $ 10.00 per Unit, generating gross proceeds of $ 115,000,000
(the "Initial Public Offering," or "IPO"), and incurring offering costs of $ 6,762,886, of which $ 4,025,000 was
for deferred underwriting commissions (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional
 1,500,000 Units at the Initial Public Offering price to cover over-allotments, if any. On January 3, 2022, the over-allotment option
was exercised in full.

with the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 528,500 units (the
"Placement Units") to the Sponsor at a price of $ 10.00 per Placement Unit, generating total gross proceeds of $ 5,285,000
(the "Private Placement") (see Note 4).

 Following
the closing of the Initial Public Offering on January 3, 2022, an amount of $ 116,725,000 ($ 10.15 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 may be invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in
any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
Company Act, 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 stockholders, as described below.

 The
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination
at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against
a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least
$ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination.

 F- 7

 NOTES

 Note
1 — Description of Organization and Business Operations (Continued)

 If
the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company's Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from seeking redemption
rights with respect to 15% or more of the Public Shares without the Company's prior written consent.

 The
public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$ 10.15 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 stockholders who redeem their Public Shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion
of a Business Combination with respect to the Company's warrants. These shares of Class A common stock 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 stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules
of the Securities and Exchange Commission ("SEC"), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination.

 The
Sponsor has agreed (a) to vote its shares of Class B common stock, the shares of Class A common stock included in the Placement Units
(the "Placement Shares") and any Public Shares purchased during or after the Initial Public Offering in favor of a Business
Combination, (b) not to propose an amendment to the Company's Amended and Restated Certificate of Incorporation with respect to
the Company's pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides
dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to
redeem any shares (including the Class B common stock) and Placement Units (including underlying securities) into the right to receive
cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender
offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote
to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders' rights of pre-Business
Combination activities and (d) that the Class B common stock 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 had 15 months from the closing of the Initial Public Offering (See Note 3) to consummate a Business Combination (the
"Combination Period"). On March 23, 2023, the Company held a special meeting of its stockholders (the "Special
Meeting"). At the Special Meeting, the Company's stockholders approved the proposal to amend the Company's amended
and restated certificate of incorporation, to extend the date by which the Company must consummate a business combination up to
twelve (12) times, each such extension for an additional one (1) month period from April 3, 2023 to April 3, 2024, by depositing
into the trust account established for the benefit of the Company's public stockholders the lesser of (A)
$0.055 per non-redeeming publicly held share of common stock and (B) $150,000 (the "Extension Payment") for each
one-month extension. In connection with
such proposal, stockholders elected to redeem 8,508,997 shares
of the Company's Class A common stock, par value $ 0.0001 per
share ("Class A Common Stock"), which represents approximately 74 % of
the shares that were part of the units that were sold in the Company's IPO. Following such redemptions, 2,991,003 are
subject to redemption. On each of April 3, May 3, July 11, and July 31, the Company's Sponsor has
deposited into the Company's trust account $ 150,000 to
extend the period of time it has to consummate its initial business combination by six months from April 3, 2023 to October 3,
2023. On December 4, 2023, the Company deposited $ 300,000 into
the Trust Account to further extend the period of time it has to consummate a business combination by six months from December 4,
2023 to June 4, 2024.

 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 us to pay the Company's taxes (less up to $ 100,000
 of interest to pay dissolution expenses), divided
by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board
of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company's obligations under Delaware
law to provide for claims of creditors and their requirements of other applicable law. Accordingly, it is the Company's intention
to redeem the Public Shares as soon as reasonably possible following the 15 th month and, therefore, the Company does not intend
to comply with those procedures. As such, the Company's stockholders could potentially be liable for any claims to the extent of
distributions received by them (but no more) and any liability of the Company's stockholders may extend well beyond the third anniversary
of such date.

 F- 8

 NOTES

 Note
1 — Description of Organization and Business Operations (Continued)

 The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor (other than the independent registered
public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company
has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.15 per share (whether or not
the underwriters' over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of
any and all rights to seek access to the Trust Account and except as to any claims under the Company's indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have
to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (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.

 Liquidity
and Management's Plans

 Prior
to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time,
which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at
which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the
Company for general working capital purposes. The Company has incurred and expects to continue to incur significant costs in pursuit
of our financing and acquisition plans. Management plans to address this uncertainty during the period leading up to the business
combination. However, there is no assurance that the Company's plans to consummate an initial Business Combination will be
successful within the Combination Period.

 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 statement has 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.

 Inflation
Reduction Act of 2022

 On
August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and
certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the
Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise
tax.

 Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)
the nature and amount of any "PIPE" or other equity issuances in connection with a Business Combination (or otherwise issued
not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content
of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the
Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing
could cause a reduction in the cash available on hand to complete a Business Combination and in the Company's ability to complete
a Business Combination.

 As a
result of redemptions by the public stockholders in 2023, the Company accrued the 1 % excise tax in the amount of $ 883,507 as a reduction
of retained deficit.

 F- 9

 NOTES

 Note
2 — Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying audited 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.

 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 stockholder 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 expenses during the reporting period.

 F- 10

 NOTES

 Note
2 — Summary of Significant Accounting Policies (Continued)

 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 December 31, 2022, the Company had $ 4 and
$ 334 of cash in its operating bank account, respectively. As of December 31, 2023 and December 31, 2022, the Company had no
cash equivalents.

 Cash
and Marketable Securities Held in Trust Account

 The
Company's portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section
2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The
Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented on the
balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these
securities is included in investment income earned on investment held in Trust Account in the accompanying statements of operations.
The estimated fair values of investments held in the Trust Account are determined using available market information. At December
31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market
Funds.

 Offering
Costs Associated with the Initial Public Offering

 Offering
costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related
to the Initial Public Offering executed on January 3, 2022 and that were charged to stockholders' equity upon the completion of
the Initial Public Offering.

 Warrant Liabilities

 The Company accounts for Warrants
as either equity-classified or liability-classified instruments based on an assessment of the Warrant's specific terms and applicable
authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging
("ASC 815"). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under
ASC 815, including whether the Warrants are indexed to the Company's own shares of Class A Common Stock and whether the Warrant
holders could potentially require "net cash settlement" in a circumstance outside of the Company's control, among other
conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

 For issued or modified Warrants
that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time
of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to
be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the
estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations.

 As the warrants issued upon the Initial Public Offering
and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity as
of December 31, 2023 and 2022.

 Franchise Tax

 Delaware, where the Company is incorporated, imposes
a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing
business, in Delaware. Delaware franchise tax is based on authorized shares or on assumed par and non-par capital, whichever yields
a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares.
During years ended December 31, 2023 and 2022 the Company incurred $ 200,050 of franchise tax.

 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.

 The
Company's effective tax rate was ( 56.17 %) for the year ended December 31, 2023. The Company's effective
tax rate was ( 49.9 %)
for the year ended December 31, 2022. The effective tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2023 and 2022,
due to transaction costs and the valuation allowance on the deferred tax assets.

 ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.

 The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 or December 31, 2022. The Company is currently
not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

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

 The
Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning
the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.
The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.

 The
provision for income taxes for the year ended December 31, 2023 was $ 930,584. The provision for income taxes for the year ended December
31, 2022 was $ 207,733.

 F- 11

 NOTES

 Note
2 — Summary of Significant Accounting Policies (Continued)

 Net
Income (Loss) Per Share

 Net
income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for
the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with
the Initial Public Offering and warrants issued as components of the Private Placement Units (the "Placement Warrants") since
the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

 Net
Income (loss) per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss,
adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable
common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and
non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on
the Trust Account.

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

 Schedule
of Basic and Diluted Net Income (Loss) Per Common Share

 December 31, 2023

 December 31, 2022

 Class A common stock

 Numerator: net income (loss) allocable to Class A common stock

 474,736

 ( 502,989
)

 Denominator: weighted average number of Class A common stock

 5,431,113

 11,962,590

 Basic and diluted net income (loss) per redeemable Class A common stock

 $
 0.09

 $
 ( 0.04
)

 Class B common stock

 Numerator: net income (loss) allocable to Class B common stock

 251,306

 ( 120,885
)

 Numerator: net income (loss) allocable to common stock

 251,306

 ( 120,885
)

 Denominator: weighted average number of Class B common stock

 Basic and diluted net income (loss) per Class B common stock

 $
 0.09

 $
 ( 0.04
)

 Class
A Common Stock Subject to Possible Redemption

 All
of the Class A common stock sold as part of the Units in the 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 Class A common stock (including shares of Class A common stock 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. 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. The Company's Class A common stock features certain redemption rights
that are considered by the Company to be outside of the Company's control and subject to the occurrence of uncertain future events.
On April 10, 2023, $ 88,350,715 was paid to shareholders for redemption of 8,508,997 shares of the Company's Class
A common stock. As of December 31, 2023 and 2022 there is 2,991,003 and 11,500,000 Class A common shares, respectively,
subject to possible redemption in the amount of $ 31,662,667 and $ 117,914,699, respectively, at redemption value per Public
Share are presented as temporary equity, outside of the shareholders' deficit section of the Company's balance sheet.

 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. On December 31, 2023 and December 31, 2022, the
Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

 F- 12

 NOTES

 Note
2 — Summary of Significant Accounting Policies (Continued)

 Recent
Accounting Standards

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

 Risks
and Uncertainties

 Management
continues 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, 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.

 Note
3 — Initial Public Offering

 On
January 3, 2022, the Company consummated its Initial Public Offering of 11,500,000 Units (including the issuance of 1,500,000 Units as
a result of the underwriter's full exercise of its over-allotment option), at $ 10.00 per Unit, generating gross proceeds of $ 115,000,000.

 Each
Unit consists of one share of Class A common stock and one redeemable warrant ("Public Warrant"). Each Public Warrant entitles
the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 per share (see Note 6).

 As
of January 3, 2022, the Company incurred offering costs of approximately $ 6,762,886, of which $ 4,025,000 was for deferred underwriting
commissions.

 Note
4 — Private Placement

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 528,500 Placement Units at a price of $ 10.00 per
Placement Unit ($ 5,285,000 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 warrants ("Placement Warrants").
If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will
expire worthless.

 Note
5 — Related Party Transactions

 Founder

 On
May 11, 2021, the Sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $ 25,000, or approximately $ 0.009 per
share. In June 2021, the Sponsor transferred 20,000 shares each to the Company's Chief Executive Officer and David Kopp, 15,000
shares to the Company's Chief Financial Officer and 10,000 shares to each of the Company's independent director nominees.
In July 2021, the Sponsor also transferred 431,250 shares to ARC Group Limited. In November 2021, ARC Group Limited transferred 140,400
shares to Max Mark Capital Limited, 140,400 shares to Jonathan Chan, and 10,000 shares to Mei Eng Goy. ARC Group Limited purchased its
net 140,450 shares in consideration of services provided by such party as financial advisor to the Company in connection with the Initial
Public Offering. Each of the transfers above were completed at the same per share purchase price as the Sponsor paid for the founder
shares, or $ 0.009. The number of founder shares issued was determined based on the expectation that such founder shares would represent
 20 % of the outstanding shares upon completion of the IPO (excluding the placement units and underlying securities). The per share purchase
price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder
shares issued. As of December 31, 2023 and December 31, 2022, the Sponsor owned 2,358,750 shares of Class B common stock. As the underwriters'
over-allotment option has been exercised in full, 375,000 of such shares held by the Sponsor will not be subject to forfeiture.

 F- 13

 NOTES

 Note
5 — Related Party Transactions (Continued)

 The
initial stockholders have agreed not to transfer, assign or sell any of the shares of Class B common stock (except to certain permitted
transferees) until the earlier to occur of: (A) six months after the completion of the Company's initial business combination and
(B) subsequent to the Company's initial business combination, (x) if the reported last sale price of the Class A common stock equals
or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing after the Company's initial business combination, or (y) the date on
which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in
all of the Company's stockholders having the right to exchange their shares of Class A common stock for cash, securities or other
property.

 Promissory
Note – Related Party

 On
May 10, 2021, 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 the consummation of the Initial Public Offering or the date on which the Company determines not to proceed
with the Initial Public Offering. These amounts will be repaid shortly after completion of the Initial Public Offering out of the $ 660,000
of offering proceeds that has been allocated for the payment of offering expenses. Following the IPO of the Company on January 3, 2022,
a total of $ 122,352 under the promissory note was repaid on January 6, 2022 and therefore the note was terminated.

 Extension
Loan

 The
Company had 15 months from the closing of the Initial Public Offering (See Note 3) to consummate a Business Combination (the
"Combination Period"). On
March 23, 2023, the Company held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting,
the Company's stockholders approved the proposal to amend the Company's amended and restated certificate of
incorporation, to extend the date by which the Company must consummate a business combination up to twelve (12) times, each such
extension for an additional one (1) month period from April 3, 2023 to April 3, 2024, by depositing into the trust account
established for the benefit of the Company's public stockholders the lesser of (A) $0.055 per non-redeeming publicly held
share of common stock and (B) $150,000 (the "Extension Payment") for each one-month extension. As of December 31, 2023 and December 31, 2022 there was $ 885,000 and $ 0 outstanding under extension loans, respectively.

 Working Capital Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the
Company's officers and directors may, but are not obligated to, loan the Company up to $ 3,500,000 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, the Company has borrowed $ 522,431 outstanding
under the Working Capital Loans. As of December 31, 2022, there was $ 91,124 outstanding under the Working Capital Loans.

 Administrative Services Arrangement

 The
Company's financial advisor 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
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 the financial advisor $ 10,000 per month for these services. For the year ended December
31, 2023 and December 31, 2022, the Company has recognized $ 120,000 operating cost for the service provided by ARC Group Ltd. under this
agreement.

 Note
6 — Commitments and Contingencies

 Registration
Rights

 The
holders of the founder shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in
payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior
to or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to
three demands that the Company register such securities at any time after the Company consummates a Business Combination. In addition,
the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the
consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.

 F- 14

 NOTES

 Note
6 — Commitments and Contingencies (Continued)

 Underwriting
Agreement

 The
underwriters purchased the 1,500,000 of additional Units to cover over-allotments, less the underwriting discounts and commissions.

 The
underwriters were entitled to a cash underwriting discount of: (i) two percent ( 2.00 %) of the gross proceeds of the Initial Public Offering,
or $ 2,300,000 as the underwriters' over-allotment is exercised in full. In addition, the underwriters are entitled to a deferred
fee of three and one half percent ( 3.50 %) of the gross proceeds of the Initial Public Offering, or $ 4,025,000 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.

 On
December 29, 2021, the underwriter gave the Company a rebatement of $ 500,000. So the cash underwriting fee for the Initial Public Offering
was $ 1,800,000.

 Note
7 – Stockholders' Equity

 Class
A Common Stock — The Company is authorized to issue 100,000,000
 shares of Class A common stock with a par value
of $ 0.0001
 per share. Holders of the Company's Class
A common stock are entitled to one vote for each share. On December 31, 2023, there were there were 528,500
 shares of Class A Common Stock issued and outstanding,
excluding 2,991,003
 shares of Class A Common Stock subject to possible
redemption. On December 31, 2022, there were
there were 528,500 shares of Class A Common Stock issued and outstanding, excluding 11,500,000 shares of Class A Common Stock subject
to possible redemption.

 Class
B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001
per share. Holders of the Company's Class B common stock are entitled to one vote for each share. On May 11, 2021, the Sponsor
purchased 2,875,000 founder shares for an aggregate purchase price of $ 25,000, or approximately $ 0.009 per share. On January 3, 2022,
as the underwriters' over-allotment option has been exercised in full, 375,000 of such shares held by the Sponsor will not be subject
to forfeiture. At December 31, 2023 and December 31, 2022 there were 2,875,000 shares of Class B common stock issued and outstanding.
Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company's initial
business combination on a one-for-one basis.

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

 Warrants —
 Each warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $ 11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of 12 months from the date of the final prospectus for our IPO and
the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only
for a whole number of shares of Class A common stock.

 The warrants will expire five
years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

 The Company will not be obligated
to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to satisfying the obligations described below with respect to
registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise
of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the
event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will
have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

 The Company has not registered
the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as
practicable, but in no event later than 15 business days after the closing of our initial business combination, the Company will use best
efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants,
to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common
stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares
of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing
of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when the Commpany will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis"
in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement
covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation
of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant
to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption
is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless
basis.

 Once the warrants become exercisable,
the Company may call the warrants for redemption:

 in whole and not in part;

 at a price of $ 0.01 per warrant;

 upon not less than 30 days' prior written notice of redemption given after the warrants become exercisable (the "30-day redemption period") to each warrant holder; and

 if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders.

 If and when the warrants become
redeemable by the Company, the Company may not exercise the redemption right if the issuance of shares of common stock upon exercise of
the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect
such registration or qualification. The Company will use best efforts to register or qualify such shares of common stock under the blue
sky laws of the state of residence in those states in which the warrants were offered in the IPO.

 The Private Placement Warrants
will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except the Private Placement Warrants
(including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or
salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

 Note
8 — Fair Value Measurements

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

 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.

 Schedule
of Fair Value Assets

 Description

 Level

 2023

 Level

 2022

 Assets:

 Investments held in Trust Account

 $
 32,931,063

 $
 117,914,699

 F- 15

 NOTES

 Note
9 – Income Taxes

 The
Company's net deferred tax assets are as follows at December 31, 2023 and December 31, 2022:

 Schedule of Net Deferred
Tax Assets

 2023

 2022

 Deferred tax asset

 Sec. 195 Start-up Costs

 $
 436,668

 $
 290,737

 Net Operating Loss - Federal

 -

 -

 Total deferred tax asset

 436,668

 290,737

 Valuation allowance

 ( 436,668
)

 ( 290,737
)

 Deferred tax asset, net of allowance

 $
 -

 $
 -

 The
income tax provision consists of the following:

 Schedule
of Income Tax Provision

 2023

 2022

 Federal

 Current

 $
 930,584

 $

 Federal Current

 $
 930,584

 $

 Deferred

 436,668

 290,644

 Federal Deferred

 436,668

 290,644

 State and Local

 Current

 -

 -

 State and Local Current

 -

 -

 Deferred

 -

 -

 State and Local Deferred

 -

 -

 Change in valuation allowance

 ( 436,668
)

 ( 290,644
)

 Income tax provision

 $
 930,584

 $

 In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making
this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with
respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended
December 31, 2023 and December 31, 2022, the change in the valuation allowance was $ 436,668 and $ 290,644, respectively.

 A
reconciliation of the federal income tax rate to the Company's effective tax rate at December 31, 2023 and 2022 is as
follows:

 Schedule
of Reconciliation of the Federal Income Tax Rate

 2023

 2022

 Statutory federal income tax rate

 21.00
 %

 21.0
 %

 NOL Carry-forward - US

 -

 -

 Permanent differences

 8.81
 %

 ( 1.1
)%

 Change in valuation allowance

 26.36
 %

 ( 69.8
)%

 Income tax provision

 56.17
 %

 ( 49.9
)%

 The
Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination
by the various taxing authorities.

 Note
10 – 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 these financial statements were available to issue. Based upon this review, other than as
described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial
statements.

 The
funds in the Trust Account have, from our initial public offering, through approximately February 1, 2024, been held only in U.S. government
treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations
and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to
be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus
subject to regulation under the Investment Company Act, on or about February 1, 2024, we instructed Continental Stock Transfer &
Trust Company, pursuant to the executed Second Amendment to the Investment Management Trust Agreement between the Company and Continental
Stock Transfer & Trust Company, to liquidate the investments in the money market funds held in the Trust Account immediately and
thereafter to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of consummation
of our initial business combination or liquidation of the Company.

 On
March 28, 2024, the Company held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting,
the Company's stockholders approved the proposal to amend the Company's amended and restated certificate of
incorporation, to extend the date by which the Company must consummate a business combination to thirty-six (36) months from the
effectiveness date of the Company's Form S-1 by the SEC, which was December 29, 2021, until December 29, 2024, by depositing
into the trust account established for the benefit of the Company's public stockholders $ 0.033
per non-redeeming publicly held share of common stock for each one-month extension.

 In
connection with such proposal, stockholders elected to redeem 1,383,212
shares of the Company's Class A common stock, par value $ 0.0001
per share ("Class A Common Stock"). As a result, there will be an approximate payout of $ 15,229,164
(approximately $ 11.01
per share) that will be removed from the Trust Account to pay such holders. This has not yet occurred as of the date these financial statements are
issued.

 F- 16