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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the transition period from to

 Commission
file number: 001-40912

Digital Acquisition Corp.

 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 US
 Hwy 50, Suite 208,

 Zephyr
 Cove, NV

 89488

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: 214 - 526-4423

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on

 which registered

 Units,
 each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant

 CDAQU

 The
 Nasdaq Stock Market LLC

 Class
 A Ordinary Shares, par value $0.0001 per share

 CDAQ

 The
 Nasdaq Stock Market LLC

 Warrants,
 each exercisable for one Class A Ordinary Share for $11.50 per share

 CDAQW

 The
 Nasdaq Stock Market LLC

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

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

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

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 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.

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 Act). Yes No

 The
aggregate market value of the outstanding shares of the registrant's Class A Ordinary Shares, other than shares held by persons
who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 30,
2023, the last business day of the registrant's most recently completed second fiscal quarter, as reported on the
 Nasdaq Stock Market LLC was $ 219,945,253.

 As
of April 1, 2024, there were 5,794,628 Class
A Ordinary Shares, par value $0.0001 per share, and 4,710,122
Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.

 TABLE
OF CONTENTS

 PAGE

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 1C

 Cybersecurity.

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder 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 Stockholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accountant Fees and Services.

 Item
 15.

 Exhibit and Financial Statement Schedules.

 Item
 16.

 Form 10-K Summary.

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Report (as defined below), including, without limitation, statements under "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the
Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified
by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates,"
"expects," "intends," "plans," "may," "will," "potential," "projects,"
"predicts," "continue," or "should," or, in each case, their negative or other variations or comparable
terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but
are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below)
and any other statements that are not statements of current or historical facts. These statements are based on Management's (as
defined below) current expectations, but actual results may differ materially due to various factors, including, but not limited to:

 our
 ability to complete our initial Business Combination;

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

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

 our
 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
 in approving our initial Business Combination, as a result of which they would then receive expense reimbursements;

 the
 potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines in value
 or is unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Initial
 Shareholders (as defined below);

 our
 potential ability to obtain additional financing to complete our initial Business Combination;

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

 our
 pool of prospective target businesses;

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

 the
 use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

 the
 Trust Account not being subject to claims of third parties;

 the
 impact on the amount held in the Trust Account, our capitalization our principal shareholders, and other impacts on our Company (as
 defined below) or Management Team should we seek to further extend the Combination Period (as defined below) consistent with applicable
 laws, regulations and stock exchange rules;

 our
 financial performance; or

 the
 other risks and uncertainties discussed in "Item 1A. Risk Factors" below.

on January 24, 2024, the SEC (as defined below) adopted the 2024 SPAC Rules (as defined below), which will become effective on July 1,
2024, that will affect SPAC (as defined below) Business Combination transactions. The 2024 SPAC Rules require, among other matters, (i)
additional disclosures relating to SPAC Business Combination transactions (ii) additional disclosures relating to dilution and
to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions;
(iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions
and (iv) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements.
In addition, the SEC's adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation
under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities
of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate
and complete our initial Business Combination and may increase the costs and time related thereto.

 ii

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

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

 "2021 Annual Report"
 are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on February 24, 2022;

 " 2022
 Annual Report" are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on
 April 18, 2023;

 "2023 EGM"
 are to our extraordinary general meeting of shareholders held on October 12, 2023;

 "2023
 Redemptions" are to the 16,045,860 Public Shares whose holders properly exercised their right to redeem their Public Shares
 for cash at a redemption price of approximately $10.54 per share in connection with the approval of the Charter Amendment Proposals
 (as defined below);

 "2024 SPAC Rules"
 are to the new rules and regulations for SPACs adopted by the SEC on January 24, 2024, which will become effective on July 1, 2024;

 "Administrative
 Services Agreement" are to the Administrative Services Agreement, dated October 14, 2021, which we entered into with our Prior
 Sponsor (as defined below), as assigned to our Sponsor (as defined below) in connection with the Sponsor Handover (as defined below);

 "Amended and Restated
 Charter" are to our Amended and Restated Memorandum and Articles of Association, as amended and currently in effect;

 "Anchor Investors"
 are to c ertain institutional investors that are not affiliated with us, our Sponsors (as defined
 below), our Prior Directors or Officers (as defined below), or any member of our Management, that purchased our securities in connection
 with the Initial Public Offering (as defined below);

 "ASC" are to
 the FASB (as defined below) Accounting Standards Codification;

 "Audit Committee"
 are to the audit committee of our Board of Directors (as defined below);

 "Board of Directors"
 or "Board" are to our board of directors;

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

 "Charter Amendment
 Proposals" are to the Extension Amendment Proposal (as defined below) and the Founder
 Share Amendment Proposal (as defined below), together;

 iii

 "Class A Ordinary
 Shares" are to our Class A ordinary shares, par value $0.0001 per share;

 "Class B Ordinary
 Shares" are to our Class B ordinary shares, par value $0.0001 per share;

 "Combination Period"
 are to the 33-month period, from the closing of the Initial Public Offering to July 19, 2024 (or such earlier date as determined
 by the Board) as extended by the Extension Amendment Proposal approved at the 2023 EGM (as defined below), that we have to consummate
 an initial Business Combination; provided that the Combination Period may be extended pursuant to an amendment to the Amended and
 Restated Charter and consistent with applicable laws, regulations and stock exchange rules;

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

 "Company,"
 "our," "we," or "us" are to Compass Digital Acquisition
 Corp., a Cayman Islands exempted company;

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

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

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

 "Excise Tax"
 are to the 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 as provided for by the Inflation
 Reduction Act of 2022;

 " Extension
 Amendment Proposal" are to the proposal at the 2023 EGM to extend the Combination Period to July 19, 2024 (or such earlier
 date as determined by the Board);

 "FASB" are
 to the Financial Accounting Standards Board;

 "FINRA" are
 to the Financial Industry Regulatory Authority;

 "Founder
 Share Amendment Proposal" are to the proposal at the 2023 EGM to provide
 for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at
 any time and from time to time prior to the closing of a Business Combination at the election of the holder;

 "Founder Share Conversion"
 are to the 600,000 Class A Ordinary Shares issued on October 19 2023, following the approval of the Founder Share Amendment Proposal
 by our shareholders at the 2023 EGM, to the Sponsors upon the conversion of an equal number
 of Class B Ordinary Shares held by the Sponsors as Founder Shares;

 "Founder Shares"
 are to the Class B Ordinary Shares initially purchased by our Initial Shareholders in the Private Placement (as defined below) and
 the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our
 Business Combination as described herein (for the avoidance of doubt, such Class A Ordinary
 Shares will not be "Public Shares" (as defined below)) and (ii) were issued
 in connection with the Founder Share Conversion upon the conversion of an equal number of shares of Class B Ordinary Shares;

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

 "GCG" are to
 YAS International, LLC (d/b/a Gupta Capital Group), an affiliate of our Prior Sponsor;

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

 "Initial Public Offering"
 or "IPO" are to the initial public offering that we consummated on October 19, 2021;

 iv

 "Initial Shareholders"
 are to holders of our Founder Shares, including out Prior Sponsor, prior to our Initial Public Offering;

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

 "Insider Letter"
 are to the Letter Agreement, dated October 14, 2021, which we entered into with our Prior Sponsor and Prior Directors and Officers,
 as amended by the Insider Letter Amendment (as defined below) and as agreed to by our directors and officers pursuant to the Insider
 Letter Joinder (as defined below);

 "Insider Letter Amendment"
 are to the Amendment to Letter Agreement, dated as of August 31, 2023, which we entered into with our Sponsors and Prior Directors
 and Officers;

 "Insider Letter
 Joinder" are to the Joinder to Letter Agreement, dated as of March 29, 2024, which we entered into with our directors and
 officers;

 "IPO Promissory Note"
 are to that certain unsecured promissory note in the principal amount of up to $250,000 issued
 to an affiliate of our Prior Sponsor on March 9. 2021;

 "IPO Registration
 Statement" are to the Registration Statement on Form S-1 initially filed with the SEC on September 14, 2021, as amended, and
 declared effective on October 14, 2021 (File No. 333-259502);

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

 "Management"
 or our "Management Team" are to our executive officers and directors;

 "Marcum" are
 to Marcum LLP, our prior independent registered public accounting firm;

 "Nasdaq" are
 to the Nasdaq Stock Market LLC;

 "Ordinary Shares"
 are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;

 "Over-Allotment Option"
 are to the 45-day option we granted to the underwriters of the Initial Public Offering;

 "Over-Allotment Units"
 are to units purchased by the underwriters of the Initial Public Offering upon partial exercise of the Over-Allotment Option on November
 30, 2021;

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

 "Polar" are
 to Polar Multi-Strategy Master Fund;

 "Polar Capital Investment"
 are to the agreement by Polar to fund up to $1,500,000 to us, subject to funding milestones,
 which when reached, Polar will fund certain amounts to us if the Sponsor requests a draw down pursuant to the Polar Subscription
 Agreement (as defined below);

 "Polar Subscription
 Agreement" are to the Subscription Agreement, dated September 6, 2023, we entered into with Polar and our Sponsor;

 "Prior Directors
and Officers" are to Abidali Neemuchwala, Burhan Jaffer, Satish Gupta, Steven Freiberg, Deborah
C. Hopkins and Bill Owens;

 "Prior Sponsor"
 are to Compass Digital SPAC LLC, a Delaware limited liability company;

 "Private Placement"
 are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our
 Initial Public Offering;

 "Private Placement
 Warrants" are to the warrants issued to our Prior Sponsor and the underwriters of the Initial Public Offering in the Private
 Placement;

 v

 "Public Shares"
 are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were
 purchased in our Initial Public Offering or thereafter in the open market);

 "Public Shareholders"
 are to the holders of our Public Shares, including our Sponsors, Initial Shareholders, Prior Directors and Officers and Management
 Team to the extent our Sponsors, Initial Shareholders, Prior Directors and Officers and and/or the members of our Management Team
 purchase Public Shares, provided that each Sponsors', Initial Shareholder's, Prior Directors and Officers' and
 each member of our Management Team's status as a "Public Shareholder" will only exist with respect to such Public
 Shares;

 "Public
 Warrants" are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed
 for in our Initial Public Offering or purchased in the open market);

 "Registration Rights
 Agreement" are to the Registration Rights Agreement, dated October 14, 2021, which we entered into with the Initial Shareholders
 and the holders party thereto, including parties of the Registration Rights Joinder (as defined below);

 "Registration Rights
 Agreement Joinder" are to the joinder to the Registration Rights Agreement entered into by our Sponsor in connection with the
 Sponsor Handover;

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

 "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;

 "SPACs" are
 to special purpose acquisition companies;

 "Sponsor"
 are to HCG Opportunity, LLC,
 a Delaware limited liability company;

 "Sponsor
 Handover" are to the transactions contemplated
 by the Sponsor Handover SPA (as defined below), which were consummated on August 31, 2023;

 "Sponsor
 Handover SPA" are to the Definitive Securities
 Purchase Agreement, effective as of August 31, 2023, into which our Sponsors entered in connection with the Sponsor Handover and
 whose terms are substantially consistent as those of the Sponsor Handover Term Sheet (as defined below);

 "Sponsor
 Handover Term Sheet" are to term sheet our
 Sponsors entered into on August 17, 2023 setting forth the terms of the Sponsor Handover;

 "Sponsors"
 are to our Prior Sponsor and Sponsor, together;

 "Trust Account"
 are to the U.S.-based trust account in which an amount of $200,000,000 from the net proceeds of the sale of the Units in the Initial
 Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public
 Offering;

 "Trust
 Agreement" are to the Investment Management Trust Agreement, dated October 14, 2021, which we entered into with Continental,
 as trustee of the Trust Account;

 "Units" are
 to the units sold in our Initial Public Offering, which consist of one Public Share and one-third of one Public Warrant;

 "Warrants"
 are to the Private Placement Warrants and the Public Warrants, together;

 "Withum" are
 to WithumSmith+Brown, PC, our independent registered public accounting firm;

 "WCL Promissory Note"
 are to the unsecured promissory note in the principal amount of up to $1,000,000 we issued to GCG on December 30, 2021;

 "Working Capital
 Loans" are to funds that, in order to provide working capital or finance transaction
 costs in connection with a Business Combination, the Initial Shareholders, Sponsors or an affiliate of the Initial Shareholders or
 Sponsors, or certain of our Prior Directors and Officers or current directors and officers, may, but are not obligated to, loan us;
 and

 "WCL Warrants"
 are to the warrants to purchase shares of Class A Ordinary Shares, which may be issued upon the conversion of any unpaid balance
 of the WCL Promissory Note at GCG's option;

 vi

 PART
I

 Item
 1.

 Business.

 Overview

 We
are a blank check company incorporated in the Cayman Islands on March 8, 2021. The Company was formed for the purpose of effectuating
a Business Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated
with early stage and emerging growth companies.

 The
2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs
and time related thereto.

 Initial
Public Offering

 On
October 19, 2021, we consummated our Initial Public Offering of 20,000,000 Units. Each Unit consists of one Public Share and one-third
of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50
per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $200,000,000.

 We
granted the Over-Allotment Option to purchase up to an additional 3,000,000 Over-Allotment Units at the Initial Public Offering price
to cover over-allotments, if any. On November 30, 2021, the underwriters of the Initial Public Offering partially exercised the Over-Allotment
Option to purchase an additional 1,240,488 Over-Allotment Units at a price of $10.00 per Over-Allotment Unit, generating gross proceeds
of approximately $12,404,880.

 Simultaneously
with the closing of the Initial Public Offering, we completed the private sale of an aggregate of 4,666,667 Private Placement Warrants
to our Prior Sponsor and the underwriters of the Initial Public Offering in the Private Placement at a purchase price of $1.50 per Private
Placement Warrant, generating gross proceeds of $7,000,000. Also, in connection with the partial exercise of the Over-Allotment Option,
the Prior Sponsor purchased an additional 165,398 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant.
Concurrently with the closing of the Private Placement, the Prior Sponsor sold an aggregate of 186,667 Private Placement Warrants to
a certain Anchor Investor.

certain Anchor Investors purchased an aggregate of 20,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $200,000,000. The Anchor Investors also purchased 1,547,727 Founder Shares from the Prior Sponsor at the original purchase
price of $0.004 per share.

 A
total of $ 200,000,000, comprised of $196,000 of the proceeds from the Initial Public Offering and $4,000,000 of the proceeds from the
Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

 Our
Prior Sponsor was Compass Digital SPAC LLC, a Delaware limited liability company. On August 31, 2023, upon the consummation of the Sponsor
Handover (as described below), HCG Opportunity, LLC, a Delaware limited liability company,
became our new Sponsor.

 It
is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by (i) Daniel
Hennessy, the Chairman of our Board of Directors, (ii) Thomas Hennessy, our Chief Executive
Officer and a director and (iii) Nick Geez a, our Chief Financial Officer, who have many years of experience in who
have many years of experience in effecting successful Business Combination agreements. Our Management Team has a deep understanding of
the intricacies of SPAC and Business Combination agreements and have successfully led multiple SPACs from inception to completion. Our
Management Team has cultivated extensive networks within the financial, legal, and regulatory enabling us to identify acquisition targets,
negotiate favorable terms, and expedite the due diligence process. The team leverages previous experience to implement risk management
strategies and adhere to the highest standards of corporate governance and regulatory compliance.

 We
must complete our initial Business Combination by July 19, 2024, the end of our Combination Period, which is 33 months from the closing
of our Initial Public Offering. If our initial Business Combination is not consummated by the end of our Combination Period, then, unless
our Board of Directors shall otherwise determine, our existence will terminate, and we will distribute all amounts in the Trust Account.

 Sponsor
Handover

 On
August 17, 2023, our Sponsors entered into the Sponsor
Handover Term Sheet. On August 31, 2023, o ur Sponsors consummated the Sponsor Handover pursuant
to the Sponsor Handover SPA, which contained terms substantially consistent with the Sponsor Handover Term Sheet. Pursuant to the Sponsor
Handover SPA, among other things, (i) our Sponsor acquired 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants from our
Prior Sponsor; (ii) our Sponsor agreed to cause us to pay $300,000 in cash consideration upon closing of the initial Business Combination,
at our Sponsor's direction, to entities or accounts as directed by the Prior Sponsor; (iii) our Sponsor entered into the Registration
Rights Joinder; (iv) the Administrative Services Agreement was assigned to our Sponsor; (v) the Prior Directors and Officers resigned,
and each member of our Management Team was appointed by our Sponsor; and (vi) we entered into the Insider Agreement Amendment with the
Sponsors and the Prior Directors and Officers. Following the Sponsor Handover, the Prior Sponsor held 206,663 Class A Ordinary Shares, 2,010,423 Founder Shares and no
Private Placement Warrants.

 Extension
of our Combination Period

 We
initially had until October 19, 2023, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.
On October 19, 2023, we held the 2023 EGM at which our shareholders approved the Charter Amendment Proposals. In connection with the
vote to approve the Charter Amendment Proposals, the holders of 16,045,860 Public Shares properly exercised their right to redeem such
Public Shares for cash at a redemption price of approximately $10.54 per share, for an aggregate redemption amount of approximately $169.1
million in the 2023 Redemptions.

 We
may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension
would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public
Shares. Such redemptions will likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal
shareholders and other impacts on our Company or Management Team, such as our ability to maintain our listing on the Nasdaq Global Market.

 Founder
Share Conversion

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate
of 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of shares of Class B Ordinary Shares held by
the Sponsors as Founder Shares. The 600,000 Class A Ordinary Shares issued in connection with the Founder Share Conversion are subject
to the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, including the
Sponsors' agreement not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after
the completion of a Business Combination or (ii) the date on which we complete a liquidation, merger, capital share exchange or similar
transaction that results in our shareholders having the right to exchange their shares of Ordinary
Shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder
Shares will be released from the lock-up.

the Sponsor Handover, Founder Share Conversion and the 2023 Redemptions, there were 5,794,628 Class
A Ordinary Shares and 4,710,122 Class B Ordinary Shares issued and outstanding and the Prior Sponsor
and Sponsor hold approximately 21.11 % and 29.44%, respectively, of the issued and outstanding Ordinary Shares.

 Effecting
Our Initial Business Combination

 General

 We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Initial Public
Offering. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the
Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination (pursuant to any
forward purchase agreements or backstop agreements we may enter into following the closing of the Initial Public Offering or otherwise),
shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the
foregoing. We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in
its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

 If
our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account
are used for payment of the consideration in connection with our initial Business Combination or used for redemptions of our Public Shares,
we may use the balance of the cash released to us from the Trust Account following the closing for general corporate purposes, including
for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness
incurred in completing our initial Business Combination, to fund the purchase of other companies or for working capital.

 As
of the date of this Report, we have not selected any specific Business Combination target. While we may pursue an initial Business Combination
target in any industry, we are focusing our search on companies in the technology sectors, including in the technology led digital transformation
software and services sector. Accordingly, there is no current basis for investors in the Initial Public Offering to evaluate the possible
merits or risks of the target business with which we may ultimately complete our initial Business Combination.

 Although
our Management assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment
will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our
control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

 We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
Business Combination and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the
amounts held in the Trust Account. In addition, we target businesses with enterprise values that are greater than we could acquire with
the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion
of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public
Shareholders, we may be required to seek additional financing to complete such proposed initial Business Combination. Subject to compliance
with applicable securities laws, we expect to complete such financing only concurrently with the completion of our initial Business Combination.
In the case of an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender
offer documents disclosing the initial Business Combination would disclose the terms of the financing and, only if required by law, we
would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity
or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including
pursuant to any forward purchase agreements or backstop agreements we may enter into following closing of the Initial Public Offering.
None of our Sponsors, Prior Directors and Officers, members of our Management Team or shareholders is required to provide any financing
to us in connection with or after our initial Business Combination.

 Sources
of Target Businesses

 Target
business candidates are brought to our attention from various unaffiliated sources, including investment bankers and private investment
funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis,
since many of these sources will have read the IPO Registration Statement or this Report and know what types of businesses we are targeting.
Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become
aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending
trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise
necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do
not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on
any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder's fee, consulting
fee or other compensation to be determined in an arm's length negotiation based on the terms of the transaction. We will engage
a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be
available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our
best interest to pursue. Payment of a finder's fee is customarily tied to completion of a transaction, in which case any such fee
will be paid out of the funds held in the Trust Account. In no event, however, will our Sponsor or any of our existing officers or directors,
or any entity with which they are affiliated, be paid any finder's fee, consulting fee or other compensation by the company prior
to, or for any services they render in order to effectuate, the completion of our initial Business Combination (regardless of the type
of transaction that it is). In addition, pursuant to the Administrative Services Agreement, we pay our Sponsor up to $10,000 per month
for office space, utilities, salaries or other cash compensation paid to consultants to our Sponsor, secretarial and administrative support
services provided to members of our Management Team and other expenses and obligations of our Sponsor. Any such payments prior to our
initial Business Combination are made from funds held outside the Trust Account. Other than the foregoing, there will be no finder's
fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers
or directors, or any affiliate of our Sponsors, Prior Directors and Officers, or members of our Management Team prior to, or in connection
with any services rendered in order to effectuate, the closing of our initial Business Combination (regardless of the type of transaction
that it is).

 We
are not prohibited from pursuing an initial Business Combination with a Business Combination target that is affiliated with our Sponsors,
Prior Directors and Officers, or members of our Management Team, or from completing the Business Combination through a joint venture
or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our initial Business Combination
with a Business Combination target that is affiliated with our Sponsors, Prior Directors and Officers, or members of our Management Team,
we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of
FINRA or a valuation or appraisal firm, that such an initial Business Combination is fair to our Company from a financial point of view.
We are not required to obtain such an opinion in any other context.

 Evaluation
of a Target Business and Structuring of Our Initial Business Combination

 In
evaluating a prospective target business, we conduct a due diligence review that encompasses, among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as
a review of financial, operational, legal and other information that is made available to us. If we determine to move forward with a
particular target, we will proceed to structure and negotiate the terms of the Business Combination transaction.

 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, and negotiation with, 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. We will
not pay any consulting fees to members of our Management Team, or any of their respective affiliates, for services rendered to or in
connection with our initial Business Combination.

 Lack
of Business Diversification

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

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

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

 Limited
Ability to Evaluate the Target's Management Team

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

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

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

 Shareholders
May Not Have the Ability to Approve Our Initial Business Combination

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

 Under
Nasdaq's listing rules, shareholder approval would be required for our initial Business Combination if, for example:

 We
 issue Class A Ordinary Shares that will be equal to or in excess of 20% of the number of our Class A Ordinary Shares then outstanding
 (other than in a public offering);

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

 The
 issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control.

 Permitted
Purchases of Our Securities

 If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Sponsors, Initial Shareholders, Prior Directors and Officers, members of our Management
Team, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open
market either prior to or following the completion of our initial Business Combination. There is no limit on the number of Public Shares
they may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments,
plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of
the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions. If they engage in such
transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed
to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

 Redemption
Rights for Public Shareholders upon Completion of Our Initial Business Combination

 We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the closing of our initial Business Combination, including interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject
to the limitations and on the conditions described herein. The amount in the Trust Account is approximately $10.65 per Public Share as
of December 31, 2023. There will be no redemption rights upon the completion of our initial Business Combination with respect to our
Warrants. Our Sponsors, Prior Directors and Officers and directors and officers have entered into the Insider Letter with us, pursuant
to which, they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may acquire
during or after the Initial Public Offering in connection with the completion of our initial Business Combination.

 Limitations
on Redemptions

 Our
Amended and Restated Charter provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001. In addition, our proposed initial Business Combination may impose a minimum cash requirement for (i)
cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii)
the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial Business Combination even though
a substantial majority of our Public Shareholders do not agree with the transaction and have redeemed their Public Shares or, if we seek
shareholder approval of our initial Business Combination and do not conduct redemptions in connection with our initial Business Combination
pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their Public Shares to our Sponsor, officers,
directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Public
Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any
Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for
an alternate Business Combination.

 Manner
of Conducting Redemptions

 We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without
a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock
exchange listing requirement or whether we were determined to be a foreign private issuer as a result of a Business Combination (which
would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would
not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of
our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Charter would require shareholder approval. So long
as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with the Nasdaq's shareholder approval
rules.

 The
requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed
above are contained in provisions of our Amended and Restated Charter and apply whether or not we maintain our registration under the
Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our Ordinary Shares entitled
to vote thereon, so long as we offer redemption in connection with such amendment.

 If
we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will,
pursuant to our Amended and Restated Charter:

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

 file
 proxy materials with the SEC.

 In
the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection
therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.

 If
we seek shareholder approval, we will complete our initial Business Combination only if we receive an ordinary resolution under the Companies
Act, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of our Company. A
quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting
are represented in person or by proxy. Our Sponsors, Prior Directors and Officers will count toward this quorum and, pursuant to the
Insider Letter, our Sponsors, Prior Directors and Officers, and directors and officers have agreed to vote their Founder Shares, Private
Placement Shares and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated
transactions) in favor of our initial Business Combination. For purposes of seeking approval of an ordinary resolution, non-votes will
have no effect on the approval of our initial Business Combination once a quorum is obtained. As a result of the Sponsor Handover, Founder
Share Conversion, and the 2023 Redemptions, assuming all outstanding shares are voted, our Sponsors hold 50.55% of our issued and outstanding
Ordinary Shares and we will not require the vote of the holders of any of the Public Shares to be voted in favor of an initial Business
Combination in order to have our initial Business Combination approved.. These quorum and voting thresholds, and the voting agreement
of our Sponsors and Prior Directors and Officers, may make it more likely that we will consummate our initial Business Combination. Each
Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for
or against the proposed Business Combination.

 If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our Amended and Restated Charter:

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

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

 In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until
the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more
than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete the initial Business Combination.

 Upon
the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we
and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market,
in order to comply with Rule 14e-5 under the Exchange Act.

 We
intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
Public Shares in "street name," to, at the holder's option, either deliver their share certificates to our transfer
agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy
materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to
the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection
with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request
for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such
shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares
in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery
requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further
communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative
cost. If the proposed initial Business Combination is not approved and we continue to search for a target company, we will promptly return
any certificates or shares delivered by Public Shareholders who elected to redeem their shares.

 Our
Amended and Restated Charter provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001. In addition, our proposed initial Business Combination may impose a minimum cash requirement for (i)
cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii)
the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all
Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of
the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business
Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof. We may,
however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection
with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements we may enter into
following closing of the Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash
requirements.

 Limitation
on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

 If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Amended and Restated Charter provides that a Public Shareholder, together with any
affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined
under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of
15% of the Public Shares sold in the Initial Public Offering ("Excess Shares"), without our prior consent. We believe this
restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their
ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our 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
Shareholder holding Excess Shares could threaten to exercise its redemption rights if such holder's Excess 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 shareholders'
ability to redeem no more than 15% of the shares sold in the public offering without our prior consent, we believe we are limiting the
ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly
in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash.

 However,
we would not restrict our shareholders' ability to vote all of their Public Shares (including Excess Shares) for or against our
initial Business Combination.

 Delivering
Share Certificates in Connection with a Tender Offer or Redemption Rights

 There
is a nominal cost associated with the above-referenced process and the act of certificating the Public Shares or delivering them through
the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100.00
and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless
of whether or not we require holders seeking to exercise redemption rights to submit or tender their Public Shares. The need to deliver
Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

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

 If
our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their
redemption rights would not be entitled to redeem their Public 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 Public 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 the end of our Combination Period.

 Redemption
of Public Shares and Liquidation If No Initial Business Combination

 Our
Amended and Restated Charter provides that we will have only until the end of the Combination Period to complete our initial Business
Combination. If we have not completed our initial Business Combination within such Combination Period, 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 (less taxes payable and up to $100,000 of interest income to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders' rights
as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other
requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will
expire worthless if we fail to complete our initial Business Combination within the Combination Period.

 Our
Sponsors, Prior Directors and Officers and directors and officers have entered into the Insider Letter, as amended by the Insider Letter
Amendment, with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect
to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if
our Sponsors or Prior Directors and Officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to
liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination
within the Combination Period.

 Our
Sponsors, Prior Directors and Officers, and directors and officers have also agreed, pursuant to the Insider Letter, as amended by the
Insider Letter Amendment, that they will not propose any amendment to our Amended and Restated Charter (i) 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 our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions
relating to shareholders' rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the
opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to us to pay our taxes, divided by the number of then outstanding Public Shares. However, we may not redeem our Public Shares in an amount
that would cause our net tangible assets to be less than $5,000,001 upon closing of a Business Combination. 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.

 We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the $2,200,000 of proceeds held outside the Trust Account, although we cannot assure you that there
will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with
implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income
taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up
to $100,000 of such accrued interest to pay those costs and expenses.

 If
we were to expend all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, 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 shareholders upon our dissolution would be approximately $10.65 as of December 31, 2023. The funds 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 Shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially
less than $10.65. 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 seek to have all vendors, service providers (other than Withum, 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 Shareholders, there is no guarantee that they will execute
such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including
but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds
held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account,
our Management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
such third-party if Management believes that such third party's engagement would be in the best interests of the company under
the circumstances. 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. Withum, our independent registered public accounting firm, and the underwriters of the Initial Public Offering have not executed
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 Sponsors have agreed that they will be liable to us if and to the extent any
claims by a third party (other than Withum, our independent registered public accounting firm) for services rendered or products sold
to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar
agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held
in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

 However,
we have not asked our Sponsors to reserve for such indemnification obligations, nor have we independently verified whether our
Sponsors have sufficient funds to satisfy their indemnity obligations and we believe that our Sponsors' only assets are our securities.
Therefore, we cannot assure you that our Sponsors would be able to satisfy those obligations. As a result, if any such claims
were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced
to less than $10.00 per Public Share. In such event, we may not be able to complete our initial Business Combination, and a Public Shareholder
would receive such lesser amount per Public Share in connection with any redemption of its Public Shares. None of our Prior Directors
and Officers and 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 funds in the Trust Account are reduced below the lesser of (i) $10.00 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 $10.00 per share due to
reductions in the value of the Trust Account assets, in each case less taxes payable, and our Sponsors assert that they are unable
to satisfy their indemnification obligations or that they have no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsors to enforce their indemnification obligations. While
we currently expect that our independent directors would take legal action on our behalf against our Sponsors to enforce their 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 if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to
the amount recoverable or if the independent directors determine that a favorable outcome is not likely. 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 $10.00 per share.

 We
will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers (other than Withum, 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 Sponsors will also not be liable as to any claims under our indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We have access to up
to $ 44,046 from the funds held outside of the Trust Account (as of December 31, 2023) with
which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated
to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims
and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

 If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the funds 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 shareholders. To the extent any bankruptcy claims
deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our Public Shareholders. 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 shareholders 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 shareholders. 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 Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons.

 Our
Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares
if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend
our Amended and Restated Charter (x) 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 our initial Business Combination within the Combination
Period or (y) with respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination
activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination. In
no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder
approval in connection with our initial Business Combination, a Public Shareholder's voting in connection with the Business Combination
alone will not result in a Public Shareholder's redeeming its shares to us for an applicable pro rata share of the Trust Account.
Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended and Restated
Charter, like all provisions of our Amended and Restated Charter, may be amended with a shareholder vote.

 Competition

 In
identifying, evaluating and selecting a target business for our initial Business Combination, we have encountered and may continue to
encounter competition from other entities having a business objective similar to ours, including other SPACs, private equity groups and
leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. 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 similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition
of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders who exercise their redemption
rights may reduce the resources available to us for our initial Business Combination and our issued and 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: Thomas Hennessy and Nick Geeza. These individuals are not obligated
to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary to our affairs until
we have completed our initial Business Combination. The amount of time they devote in any time period varies based on whether a target
business has been selected for our initial Business Combination and the stage of the Business Combination process we are in. We do not
intend to have any full-time employees prior to the completion of our initial Business Combination.

 Periodic
Reporting and Financial Information

 We
have registered our Units, Public Shares and Public Warrants 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, including this Report, contain financial statements audited and reported on by Withum, our independent registered public accountant.

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

 We
are required to evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

 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 a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law that is enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will
be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part
of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or
other sums due under a debenture or other obligation of us.

 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
shareholder 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 October 19, 2026, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which
means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30 th,
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.

we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Ordinary Shares
held by non-affiliates exceeds $250 million as of the prior June 30th, and (ii) our annual revenues exceed $100 million during such completed
fiscal year or the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30.

 Item
 1A.

 Risk
 Factors.

 As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:

 we
 are a blank check company and an early stage company with no revenue or basis to evaluate our ability to select a suitable business
 target;

 we
 may not be able to select an appropriate target business or businesses and complete our initial Business Combination;

 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;

 our
 officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have
 conflicts of interest with our business or in approving our initial Business Combination;

 we
 may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of shareholders
 requesting redemption;

 we
 may issue our shares to investors in connection with our initial Business Combination at a price that is less than the prevailing
 market price of our shares at that time;

 our
 shareholders may not be given the opportunity to choose the initial business target or to vote on the initial Business Combination;

 Trust
 Account funds may not be protected against third party claims or bankruptcy;

 an
 active market for our public securities may not develop and our shareholders will have limited liquidity and trading;

 our
 financial performance following a Business Combination with an entity may be negatively affected by their lack of 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 and may result in our inability to find a suitable target;

 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 attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete
 our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

 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. 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;

 we
 may attempt to complete our initial Business Combination with a private company about which little information is available, which
 may result in a Business Combination with a company that is not as profitable as we suspected, if at all;

 our
 Warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each
 period reported in earnings, which may have an adverse effect on the market price of our Ordinary Shares or may make it more difficult
 for us to consummate an initial Business Combination;

 since
 our Initial Shareholders and Sponsor 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 the Initial Public Offering), and because our Sponsors
 and Prior Directors and Officers may profit substantially even under circumstances in which our Public Shareholders 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;

 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 $10.65 per
 share;

 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 Combination
 Period, our Public Shareholders may receive only approximately $10.65 per share, or less than such amount in certain circumstances,
 on the liquidation of our Trust Account and our Warrants will expire worthless;

 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;

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

 if
 our initial Business Combination involves a company organized under the laws of a state of the United States, it is possible the
 Excise Tax will be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business
 Combination;

 there
 is substantial doubt about our ability to continue as a "going concern"; and

 we
 have identified a material weakness in our internal control over financial reporting as of December 31, 2023. 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.

 Market
conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability
to consummate a Business Combination.

 In
recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions
remain uncertain, including as a result of the COVID-19 pandemic, supply chain disruptions, the Ukraine-Russia conflict, conflict in
the Middle East, instability in the U.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange
rates and high inflation and the possibility of a recession. A significant downturn in economic conditions may make it more difficult
for us to consummate a Business Combination.

increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate a Business

increases in inflation and interest rates in the United States and elsewhere may be leading to increased price volatility for publicly
traded securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could
make it more difficult for us to consummate a Business Combination.

 Adverse
developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance
by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.

 The
funds in our operating account and our Trust Account are held in banks or other financial institutions. Our cash held in non-interest
bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation ("FDIC") insurance
limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the
banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally,
or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on
March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and
Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee
that the banks or other financial institutions that hold our funds will not experience similar issues.

 In
addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing
terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit
and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential
Business Combination, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results
of operations, and our prospects. Our business may be adversely impacted by these developments in ways that we cannot predict at this
time, there may be additional risks that we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences
directly or indirectly from any failure of one or more banks or other financial institutions.

 We
may seek to further extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account
and other adverse effects on our Company.

 We
may seek to further extend the Combination Period. Such an extension would require the approval of our Public Shareholders, who will
be provided the opportunity to redeem all or a portion their Public Shares. Such redemptions will likely have a material adverse effect
on the amount held in our Trust Account, our capitalization, principal shareholders and other impacts on our Company or Management Team,
such as our ability to maintain our listing on the Nasdaq Global Market.

 If
we seek to further extend the Combination Period, such extension would not be in compliance with Nasdaq rules, and unless Nasdaq were
to grant us an exemption, will likely lead Nasdaq to suspend trading in or delist our securities.

 Our
securities are listed on the Nasdaq Global Market. Nasdaq IM-5101-2 requires that a SPAC complete one or more business combinations within
36 months of the effectiveness of its initial public offering registration statement, which, in our case, would be October 19, 2024 (the
"Nasdaq Deadline"). If we were to seek to further extend the Combination Period beyond October 19, 2024, our Combination
Period would extend beyond the Nasdaq Deadline. Consequently, further extension of our Combination Period does not comply with Nasdaq
rules. There is a risk that, even if an extension were approved by our stockholders, trading in our securities may be suspended and we
may be subject to delisting by Nasdaq. We cannot assure you that (i) Nasdaq will not delist our securities in the event such an extension
were approved and we do not complete one or more Business Combinations by the Nasdaq Deadline, (ii) we will be able to obtain a hearing
with Nasdaq's Hearings Panel to appeal the delisting determination, or (iii) our securities will not be suspended pending the Hearing
Panel's decision.

 If
Nasdaq delists any of our securities from trading and we are unable to list our securities on another national securities exchange, we
expect our securities could potentially be quoted on an over-the-counter market. However, if this were to occur, we could face significant
material adverse consequences.

 Cyber
incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or
financial loss.

 We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with whom we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early-stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to
investigate and remediate any vulnerability to, cyber incidents. Any of these occurrences, or a combination of them, could have material
adverse consequences on our business and lead to financial loss.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial Business Combination, and results of operations.

 We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with
certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations
may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from
time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition,
a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,
including our ability to negotiate and complete our initial Business Combination, and results of operations.

 On
January 24, 2024, the SEC adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC Business
Combination transactions (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their
affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections
included in SEC filings in connection with proposed Business Combination transactions and (iv) the requirement that both the SPAC
and its target company be co-registrants for Business Combination registration statements

 In
addition, the SEC's adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation
under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its
management team in furtherance of such goals.

 Compliance
with the 2024 SPAC Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial
Business Combination and (ii) constrain the circumstances under which we could affect our ability to complete an initial Business Combination.

 If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

 The
SEC's adopting release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment
companies subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company
is dependent on specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating
as an unregistered investment company.

 If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including (i) restrictions
on the nature of our investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for us to
complete our initial Business Combination.

 In
addition, we may have imposed upon us burdensome requirements, including: (i) registration as an investment company; (ii) adoption of
a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules
and regulations.

 In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities
do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC's investment
company definition and guidance and intend to complete an initial Business Combination with an operating business, and not with an investment
company, or to acquire minority interests in other businesses exceeding the permitted threshold.

 We
do not believe that our business activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust
Account were initially 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;
the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases
the longer that we hold investments in the Trust Account, on October 19, 2023, we instructed Continental, as trustee of the Trust Account,
to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing
demand deposit account at Citibank, N.A.

 Pursuant
to the Trust Agreement, Continental is not permitted to invest in securities or assets other than as described above. By restricting
the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the
long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intended to avoid
being deemed an "investment company" within the meaning of the Investment Company Act. Our Initial Public Offering was not
intended for persons who were seeking a return on investments in government securities or investment securities. The Trust Account is
intended solely as a temporary depository for funds pending the earliest to occur of: (i) the completion of our initial Business Combination;
(ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Amended and Restated Charter
(x) in a manner that would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete
our initial Business Combination within the Combination Period; or (y) with respect to any other provision relating to the rights of
holders of our Class A Ordinary Shares or pre-initial Business Combination activity; or (iii) absent an initial Business Combination
within the Combination Period, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption
of the Public Shares.

 We
are aware of litigation claiming that certain SPACs should be considered investment companies. Although we believe that these claims
are without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company
Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require
additional expenses for which we have not allotted funds and may hinder our ability to complete an initial Business Combination or may
result in our liquidation. If we are unable to complete our initial Business Combination, our Public Shareholders may receive only approximately
$10.65 per Public Share upon the liquidation of our Trust Account and our Warrants will expire worthless.

 For
additional risks relating to our operations, other than as set forth above, see the section titled "Risk Factors" contained
in our (i) IPO Registration Statement, (ii) 2022 Annual Report and 2021 Annual Report, (iii)
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 as filed with
the SEC on May 5, 2022 and (iv) Definitive Proxy Statement on Schedule 14A as filed with
the SEC on September 29, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations
or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination.
We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

 Item
 1B.

 Unresolved
 Staff Comments.

 Not
applicable.

 Item
 1C.

 Cybersecurity.

 As
a blank check company, we do not have any operations and our sole business activity has been to search for and consummate a Business
Combination. However, because we have investments in our Trust Account and bank deposits and we depend on the digital technologies of
third parties, we and third parties may be subject to attacks on or security breaches in our or their systems. Because of our reliance
on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity
threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, the
Management Team will report to the Board of Directors and provide updates on the Management Team's incident response plan for addressing
and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security
protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against,
or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination
of them, could have material adverse consequences on our business and lead to financial loss.

 Item
 2.

 Properties.

 Our
executive offices are located at 195 US Hwy 50, Suite 208 Zephyr Cove, NV 89488, and our telephone number is (310)
954-9665. The cost for our use of this space is included in the $10,000 per month fee we pay to our Sponsor for office space,
administrative and shared personnel support services pursuant to the Administrative Services Agreement. We consider our current office
space adequate for our current operations.

 Item
 3.

 Legal
 Proceedings.

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

 Item
 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.

 (a)

 Market
 Information

 Our
Units, Public Shares and Public Warrants are each traded on the Nasdaq Global Market under
the symbols "CDAQU," "CDAQ" and "CDAQW", respectively.
Our Units commenced public trading on October 15, 2021, and our Public Shares and Public
Warrants commenced separate public trading on December 6, 2021.

 (b)

 Holders

 On
April 1, 2024, there was one holder of record of our Units, three holders of record of our Class A Ordinary Shares and three
holders of record of our Warrants.

 (c)

 Dividends

 We
have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our
initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends
subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our
Board of Directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further,
if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.

 (d)

 Securities
 Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)

 Sales of Unregistered Securities

 On
August 17, 2023, our Sponsors entered into the Sponsor
Handover Term Sheet. On August 31, 2023, o ur Sponsors consummated the Sponsor Handover pursuant
to the Sponsor Handover SPA, which contained terms substantially consistent with the Sponsor Handover Term Sheet. Pursuant to the Sponsor
Handover SPA, among other things, (i) our Sponsor acquired 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants from our
Prior Sponsor; (ii) our Sponsor agreed to cause us to pay $300,000 in cash consideration upon closing of the initial Business Combination,
at our Sponsor's direction, to entities or accounts as directed by the Prior Sponsor; (iii) our Sponsor entered into the Registration
Rights Joinder; (iv) the Administrative Services Agreement was assigned to our Sponsor; (v) the Prior Directors and Officers resigned,
and each member of our Management Team was appointed by our Sponsor; and (vi) we entered into the Insider Agreement Amendment with the
Sponsors and the Prior Directors and Officers. Following the Sponsor Handover, the Prior Sponsor held 206,663 Class A Ordinary Shares, 2,010,423 Founder Shares and no
Private Placement Warrants.

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate
of 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of shares of Class B Ordinary Shares held by
the Sponsors as Founder Shares. The 600,000 Class A Ordinary Shares issued in connection with the Founder Share Conversion are subject
to the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, including the
Sponsors' agreement not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after
the completion of a Business Combination or (ii) the date on which we complete a liquidation, merger, capital share exchange or similar
transaction that results in our shareholders having the right to exchange their shares of Ordinary
Shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder
Shares will be released from the lock-up. Shares issued in connection with the Founder Share Conversion
are not registered under the Securities Act and will remain unregistered until registration is demanded by the Sponsors pursuant to the
Insider Letter, as amended by the Insider Letter Amendment, we entered into with our Sponsors, Prior Directors and Officers, and
directors and officers.

the Sponsor Handover, Founder Share Conversion and the 2023 Redemptions, there were 5,794,628 Class
A Ordinary Shares and 4,710,122 Class B Ordinary Shares issued and outstanding and the Prior Sponsor
and Sponsor hold approximately 21.11 % and 29.44%, respectively, of the issued and outstanding Ordinary Shares.

 For
more information on the Sponsor Handover, Founder Share Conversion and the Founder Shares' transfer restrictions, see "Item
1. Business. "

 (f)

 Use
 of Proceeds from the Initial Public Offering

 For
a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 23, 2021. There has been no
material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration
Statement. The specific investments in our Trust Account may change from time to time.

 On
October 19, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the
Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the
earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments
in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government
securities or money market funds invested in U.S. government securities.

 (g)

 Purchases
 of Equity Securities by the Issuer and Affiliated Purchasers

 We
initially had until October 19, 2023, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.
On October 19, 2023, we held the 2023 EGM at which our shareholders approved the Charter Amendment Proposals. In connection with the
vote to approve the Charter Amendment Proposals, the holders of 16,045,860 Public Shares properly exercised their right to redeem such
Public Shares for cash at a redemption price of approximately $10.54 per share, for an aggregate redemption amount of approximately $169.1
million in the 2023 Redemptions.

 T he
following table contains monthly information about the repurchases of our equity securities for the three months ended December 31, 2023:

 Period

 (a) Total number of shares (or units) purchased

 (b) Average price paid per share (or unit)

 (c) Total number of shares (or units) purchased as part of publicly announced plans or programs

 (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs

 October 1 – October 31, 2023

 16,045,860

 $

 10.54

 —

 —

 November 1 – November 30, 2023

 —

 —

 —

 —

 December 1 – December 31, 2023

 —

 —

 —

 —

 Item
 6.

 [Reserved]

 Item
 7.

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

 Cautionary
Note Regarding Forward-Looking Statements

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

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Report.

 Overview

 We
are a blank check company incorporated in the Cayman Islands on March 8, 2021, formed for the purpose of effectuating a Business Combination.
We are an early stage and emerging growth company and, as such, are subject to all of the risks associated with early stage and emerging
growth companies.

 We
will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

 We
completed our Initial Public Offering of 20,000,000 Units, each unit consists of one Public Share and one-third of one Public Warrant,
at $10.00 per Unit on October 19, 2021.

 Certain
Anchor Investors that are not affiliated with us, our Sponsors, our Prior Directors or Officers, or any member of our Management purchased
an aggregate of 20,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200 million.

 Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 4,666,667 Private Placement Warrants at a price of $1.50
per Private Placement Warrant to our Prior Sponsor and the underwriters of the Initial Public Offering in the Private Placement, generating
gross proceeds of $7 million. Concurrently with the closing of the Private Placement, the Prior Sponsor sold an aggregate of 186,667
Private Placement Warrants to a certain Anchor Investor.

 The
Anchor Investors also purchased equity interests of the Prior Sponsor equivalent to 1,547,727 Founder Shares from the Prior Sponsor at
the original purchase price of $0.004 per share. Following the approval of the Founder Share Amendment Proposal by our shareholders at
the 2023 EGM, the Founder Shares will automatically convert into shares of Class A Ordinary Shares at any time at the election of a holder
of Founder Shares or at the time of our initial Business Combination on a one-for-one basis, subject to adjustment as provided in the
Amended and Restated Charter.

the closing of our Initial Public Offering on October 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in our Initial Public Offering and the Private Placement was placed in the Trust Account located in the United
States have been (i) held in an interest-bearing demand deposit account at a bank, (ii) invested only 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 (iii) held in
any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2),
(d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us.

 The
underwriters of the Initial Public Offering notified us of their intention to partially exercise the Over-Allotment Option on November
30, 2021. As such, on November 30, 2021, we consummated the sale of an additional (i) 1,240,488 Over-Allotment Units, at $10.00 per Over-Allotment
Unit, and (ii) 165,398 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880
and $248,097, respectively. The underwriters forfeited the balance of the Over-Allotment Option. A total of $12,404,880 of the net proceeds
was deposited into the Trust Account, bringing the aggregate proceeds deposited into the Trust Account in connection with our Initial
Public Offering to $212,404,880. We incurred additional offering costs of $682,268 in connection with the Over-Allotment Option (of which
$434,171 was for deferred underwriting fees). On August 11, 2023 and August 14, 2023, the underwriters informed us of their decision
to waive their rights to the deferred underwriting commission held in the Trust Account.

 Our
Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale
of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have
a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned on the Trust
Account) at the time of the signing a definitive agreement to enter a Business Combination. We will only complete a Business Combination
if the post-Business Combination 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. There is no assurance that we will be able to successfully effect a Business Combination.

 We
will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. In connection with a proposed Business Combination, we may seek shareholder approval of a Business Combination at
a meeting called for such purpose at which Public Shareholders may seek to redeem their Public Shares without voting, and if they do
vote, irrespective of whether they vote for or against a Business Combination. We will proceed with a Business Combination only if we
have net tangible assets of at least $5,000,001 either immediately prior to or upon such closing of a Business Combination and, if we
seek shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

 If
we seek shareholder approval of a Business Combination and do not conduct redemptions pursuant to the tender offer rules, our Amended
and Restated Charter provides that, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person
with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be
restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares without our prior written
consent.

 In
connection with such vote, the Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount
then in the Trust Account ($10.65 per share as of December 31, 2023, net of taxes paid and payable). There will be no redemption rights
upon the completion of a Business Combination with respect to Warrants. These Class A Ordinary Shares have been recorded at a redemption
value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with ASC Topic 480 "Distinguishing
Liabilities from Equity" ("ASC 480").

 If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our Amended and Restated Charter, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents
containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

 Each
of our Sponsors has agreed (i) to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering
in favor of a Business Combination, (ii) not to propose an amendment to our Amended and Restated Charter with respect to our pre-Business
Combination activities prior to the closing of a Business Combination unless we provide dissenting Public Shareholders with the opportunity
to redeem their Public Shares in conjunction with any such amendment; (iii) not to redeem any Ordinary Shares (including the Founder
Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination
(or to sell any Ordinary Shares in a tender offer in connection with a Business Combination if we do not seek shareholder approval in
connection therewith) or a vote to amend the provisions of our Amended and Restated Charter relating to shareholders' rights of
pre-Business Combination activity and (iv) that the Founder Shares shall not participate in any liquidating distributions upon winding
up if a Business Combination is not consummated. However, the Sponsors 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 we fail to complete our Business Combination.

 If
we are unable to complete a Business Combination by July 19, 2024, the end of the Combination Period, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no 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 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 Shareholder's
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board of
Directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our Company, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of applicable law. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than $10.65 per Public Share
(as of December 31, 2023).

 As
of December 31, 2023 and 2022, we held cash of $44,046 and $936,434, respectively, and current liabilities of $1,269,365 and $1,245,832,
respectively. Further, we expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot
assure you that our plans to complete an initial Business Combination will be successful.

Developments

 On March 29, 2024, we entered into the Insider
Letter Joinder with each of our directors and officers, which is effective as of the Sponsor Handover on August 31, 2023.

 Sponsor
Handover

 On August
17, 2023, our Sponsors entered into the Sponsor Handover Term Sheet. On August 31, 2023,
o ur Sponsors consummated the Sponsor Handover pursuant to the Sponsor Handover SPA, which contained terms substantially
consistent with the Sponsor Handover Term Sheet. Pursuant to the Sponsor Handover SPA, among other things, (i) our Sponsor acquired
3,093,036 Founder Shares and 4,645,398 Private Placement Warrants from our Prior Sponsor; (ii) our Sponsor agreed to cause us to pay
$300,000 in cash consideration upon closing of the initial Business Combination, at our Sponsor's direction, to entities or
accounts as directed by the Prior Sponsor; (iii) our Sponsor entered into the Registration Rights Joinder; (iv) the Administrative
Services Agreement was assigned to our Sponsor; (v) the Prior Directors and Officers resigned, and each member of our Management
Team was appointed by our Sponsor; and (vi) we entered into the Insider Agreement Amendment with the Sponsors and the Prior
Directors and Officers. Following the Sponsor Handover, the Prior Sponsor held 206,663
Class A Ordinary Shares, 2,010,423 Founder Shares and no Private Placement
Warrants.

 Extension
of our Combination Period

 We
initially had until October 19, 2023, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.
On October 19, 2023, we held the 2023 EGM at which our shareholders approved the Charter Amendment Proposals. In connection with the
vote to approve the Charter Amendment Proposals, the holders of 16,045,860 Public Shares properly exercised their right to redeem such
Public Shares for cash at a redemption price of approximately $10.54 per share, for an aggregate redemption amount of approximately $169.1
million in the 2023 Redemptions.

 We
may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension
would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public
Shares. Such redemptions will likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal
shareholders and other impacts on our Company or Management Team, such as our ability to maintain our listing on the Nasdaq Global Market.

 Founder
Share Conversion

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate
of 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of shares of Class B Ordinary Shares held by
the Sponsors as Founder Shares. The 600,000 Class A Ordinary Shares issued in connection with the Founder Share Conversion are subject
to the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, including the
Sponsors' agreement not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after
the completion of a Business Combination or (ii) the date on which we complete a liquidation, merger, capital share exchange or similar
transaction that results in our shareholders having the right to exchange their shares of Ordinary
Shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder
Shares will be released from the lock-up.

the Sponsor Handover, Founder Share Conversion and the 2023 Redemptions, there were 5,794,628 Class
A Ordinary Shares and 4,710,122 Class B Ordinary Shares issued and outstanding and the Prior Sponsor
and Sponsor hold approximately 21.11 % and 29.44%, respectively, of the issued and outstanding Ordinary Shares.

 Results
of Operations

 Our
entire activity from inception up to December 31, 2023, relates to our formation, Initial Public Offering, and the search for a target
business with which to consummate an initial Business Combination. We will not be generating any operating revenues until the closing
and completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income
on cash and cash equivalents or investments from the proceeds derived from the Initial Public Offering, which are partially offset by
operating expenses and related party administrative expenses. We incur increased expenses as a result of being a public company (for
legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 For
the year ended December 31, 2023, we had net income of $ 4,386,322, consisting of
$5,490,575 loss from operations, all consisting of operating expenses, including $120,000 administrative expense with related party
and a non-redemption expense of $3,444,008, offset by a change in fair value of derivative warrant liabilities of $364,515, interest earned on cash held in the Trust Account
of $8,914,159, gain on settlement of professional legal fees of $351,409 and gain on settlement of deferred underwriting fees of
$246,814.

 For
the year ended December 31, 2022, we had net income of $9,295,239, consisting of $1,203,963 loss from operations, all consisting of operating
expenses, including $30,000 administrative expense with related party offset by a change in fair value of derivative warrant liabilities
of $7,385,581, and interest earned on investments held in the Trust Account of $3,113,621.

 Factors
That May Adversely Affect our Results of Operations

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

 Liquidity,
Capital Resources and Going Concern

 As
of December 31, 2023, we had $44,046 in our operating bank account and working capital deficit of $780,593. To date, our liquidity needs
have been satisfied through (i) a payment of $25,000 from the Sponsor to cover certain expenses on our behalf in exchange for the issuance
of the Founder Shares, (ii) a loan of approximately $195,000 pursuant to the IPO Promissory Note issued to an affiliate of the Prior
Sponsor, and (iii) the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the
IPO Promissory Note to the Prior Sponsor on October 19, 2021.

 In
addition, in order to finance transaction costs in connection with a Business Combination, our Initial
Shareholders, Sponsors or an affiliate of the Initial Shareholders or Sponsors, or certain of our Prior Directors and Officers or current
directors and officers may, but are not obligated to, provide us Working Capital Loans. On December 30, 2021, we issued the WCL
Promissory Note, an unsecured promissory note in the principal amount of up to $1,000,000 to GCG, an affiliate of our Prior Sponsor.
The WCL Promissory Note bears no interest and is repayable in full upon consummation of the initial Business Combination. GCG has the
option to convert any unpaid balance of the WCL Promissory Note into WCL Warrants to purchase one share of Class A Ordinary Shares equal
to the principal amount of the WCL Promissory Note so converted divided by $1.50. The terms of any such WCL Warrants will be identical
to the terms of our existing Private Placement Warrants held by GCG. The foregoing description of the WCL Promissory Note is not complete
and is qualified in its entirety by reference to the WCL Promissory Note, which is attached as an exhibit to this Report. As of December
31, 2023, we have borrowed an aggregate of $125,000 under the WCL Promissory Note, as compared to $267,500 at December 31, 2022.

 On
September 6, 2023, we entered into the Polar Subscription Agreement with Polar and the Sponsor, pursuant to which Polar agreed to make
the Polar Capital Investment to us of up to $1,500,000. As of December 31, 2023, we had drawn $500,000 under the Polar Capital Investment
that was fair valued at $90,909. For more information on the Polar Subscription Agreement and Polar Capital Investment, see "Investor
Subscription Agreement" below.

 On
October 19, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the
Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the
earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments
in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government
securities or money market funds invested in U.S. government securities.

 Based
on the foregoing, we believe that we may not have sufficient working capital to meet our needs through the consummation of a Business
Combination. Over this time period, we will be using these funds for paying existing accounts payable, operating costs, identifying and
evaluating prospective Initial Business Combination candidates, performing due diligence on prospective target businesses, paying for
travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business

 In
connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update Topic 2014-15, "Disclosure
of Uncertainties about an Entity's Ability to Continue as a Going Concern," we have until July 19, 2024 to consummate a Business
Combination. It is uncertain that we will be able to consummate a Business Combination by this time and lack the financial resources
to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements
contained elsewhere in this Report. If a Business Combination is not consummated by this date, there will be a mandatory liquidation
and subsequent dissolution of our Company. We cannot provide any assurance that (i) new financing will be available to us on commercially
acceptable terms, if at all, or (ii) that our plans to consummate an initial Business Combination will be successful. We have determined
that the liquidity condition and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution
raises substantial doubt about our ability to continue as a going concern. The financial statements and notes thereto contained elsewhere
in this Report do not include any adjustments that might result from our inability to continue as a going concern.

 Off-Balance
Sheet Arrangements, Commitments and Contractual Obligations

 As
of December 31, 2023, and 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K
and did not have any commitments or contractual obligations other than obligations disclosed herein.

 Administrative
Services Agreement

 Commencing
on October 14, 2021, and until completion of our initial Business Combination or liquidation, we may reimburse our Sponsor up to an amount
of $10,000 per month for office space and secretarial and administrative support pursuant to the Administrative Services Agreement. Per
the Administrative Services Agreement, it is at our option as to whether or not to pay this administrative fee. There was $40,000 and
$30,000 paid for the year ending December 31, 2023 and 2022, respectively. There was $120,000 and $30,000 expenses incurred during the
year ending December 31, 2023 and 2022, respectively. The Prior Sponsor assigned the Administrative Services Agreement with to our Sponsor
on August 31, 2023 in connection with the Sponsor Handover.

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital
Loans (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration
Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our
Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form
demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale
such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any
such registration statements. On August 31, 2023 the Sponsor executed the Registration Rights Agreement Joinder in connection with the
Sponsor Handover.

 Underwriting
Agreement

 In
connection with the Initial Public Offering, the underwriters were granted the Over-Allotment Option to purchase up to 3,000,000 Over-Allotment
Units, if any. On November 30, 2021, the underwriters purchased an additional 1,240,488 Over-Allotment Units pursuant to the partial
exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating
aggregate additional gross proceeds of $12,404,880 to us.

 The
underwriters of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial
Public Offering, or $4,000,000 (or $4,600,000 if the Over-Allotment Option was exercised in full). In addition, the underwriters were
entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or
$8,050,000 if the Over-Allotment Option was exercised in full). The deferred fee will become payable to the underwriters from the amounts
held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement
we entered into in connection with the Initial Public Offering.

 On
August 11, 2023 and August 14, 2023, we received formal confirmations from Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC, informing us of their decisions to waive any
entitlement they may have to their deferred underwriting fees payable held in the Trust Account with respect to any Business Combination.
Out of the release of $7,434,171 deferred underwriting fees, $7,187,357 is charged against accumulated deficit in the balance sheet as
of December 31, 2023 and $246,814 is reflected as a gain on settlement of deferred underwriting fees in the statements of operations
for the year ended December 31, 2023 presented in the financial statements contained elsewhere in this Report.

Advisory Agreements

 We
entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection with
our Business Combinations. We agreed to pay success fees for signed letters of intent and any successful acquisition. Success fees range
from $50,000 to $1,250,000. We also agreed to reimburse the financial advisors for all reasonable and documented expenses, subject to
limitations and prior written consent of us. Both agreements were terminated in August 2023, and no expense was incurred or outstanding
as of December 31, 2023.

 Investor
Subscription Agreement

 On
September 6, 2023, we entered into the Polar Subscription Agreement with the Sponsor and Polar, pursuant to which Polar agreed to fund
up to $1,500,000 to us, subject to certain funding milestones. Once we have reached a defined milestone, upon on at least five (5) calendar
days' prior written notice, the Sponsor may require a drawdown against Polar's capital commitment, a Polar Capital Investment,
in order to meet the Sponsor's commitment to us under a drawdown request. As of December 31, 2023, we had drawn $500,000 on the
Polar Capital Investment that was fair valued at $90,909.
The Polar Capital Investment will be repaid to Polar by us upon the closing of an initial Business Combination. Polar may elect to receive
such repayment (i) in cash or (ii) in Class A Ordinary Shares at a rate of one Class A Ordinary Share for each ten dollars of the Polar
Capital Investment. In the event we liquidate without consummating a Business Combination, any amounts remaining in our cash accounts
(excluding the Trust Account) will be paid by us to Polar within five (5) calendar days of the liquidation, and such amounts will be
the sole recourse for Polar.

 Insider
Letter

 Our
Sponsors, Prior Directors and Officers, and directors and officers have entered into the Insider Letter, as amended by the Insider Letter
Amendment, with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect
to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if
our Sponsors or Prior Directors and Officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to
liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination
within the Combination Period.

pursuant to the Insider Letter and Insider Letter Amendment, they will not propose any amendment to our Amended and Restated Charter
(i) 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 our initial Business Combination within the Combination Period or (ii) with respect
to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity, unless we provide
our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

 Non-Redemption
Agreements

 Between
October 9, 2023 and October 19, 2023, we entered into non-redemption agreements with the Sponsor and unaffiliated third-party investors
in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares in connection with the vote to approve
the Charter Amendment Proposals at the 2023 EGM. In exchange for these commitments not to redeem such Public Shares, the Sponsor agreed
to transfer to such investors an aggregate of 749,810 Founder Shares held by the Sponsor promptly following the closing of the Business
Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer).

 We
estimated the aggregate fair value of the 749,810 Class B Ordinary Shares attributable to such investors to be $3, 444,008
or on a weighted average of $4.59 per share, which is estimated by taking into
consideration the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of
carrying charges to eliminate the investors' exposure to changes in the price of their Class B Ordinary Shares. The fair value of the Class B Ordinary Shares was determined to be an expense
in accordance with SEC Staff Accounting Bulletin Topic 5T, "Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)".

 Critical
Accounting Estimates

 This
Management's Discussion and Analysis of our Financial Condition and Results of Operations is based on our audited financial statements
and notes thereto contained elsewhere in this Report, which have been prepared in accordance with GAAP. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses
and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and
judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience,
known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.

 Emerging
Growth Company

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

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

 Use
of Estimates

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

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

 Critical
Accounting Policies

 We
have identified the following as our critical accounting policies:

 Net
Income Per Ordinary Share

 We
comply with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." We have two classes of Ordinary
Shares, Class A Ordinary Shares and Class B Ordinary Shares. Income is shared pro rata between the two classes of Ordinary Shares. Net
income per Ordinary Shares is calculated by dividing the net income by the weighted average of Ordinary Shares outstanding for the respective
period. We did not consider the effect of the Warrants issued in connection with the Initial Public Offering and the Private Placement
to purchase an aggregate of 1,240,488 Ordinary Shares in the calculation of diluted income per share because their exercise is contingent
upon future events. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption
value approximates fair value.

 Warrant
Liability

 We
account 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 ASC 480 and FASB ASC Topic 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 our own Ordinary Shares, 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 additional paid-in capital 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 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 of the
financial statements contained elsewhere in this Report.

 Class
A Ordinary Shares Subject to Redemption

 We
account for our Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject to
mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Ordinary
Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, Ordinary
Shares are classified as shareholders' deficit. Our Ordinary Shares feature certain redemption rights that is considered to be
outside of our control and subject to the occurrence of uncertain future events. Accordingly, Ordinary Shares subject to possible redemption
is presented at redemption value as temporary equity, outside of the shareholders' deficit section of the balance sheets of the
financial statements contained elsewhere in this Report.

 Item
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk.

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

 Item
 8.

 Statements and Supplementary Data.

 Reference
is made to pages F-1 through F-23 comprising a portion of this Report, which are incorporated herein by reference.

 Item
 9.

 in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Effective
as of September 5, 2023, the Board of Directors and the Audit Committee authorized dismissal of Marcum and engagement of Withum as our
new independent registered public accounting firm, for our audit of the fiscal year ending December 31, 2023.

 We
were incorporated on March 8, 2021, and the financial statements for the period from inception to December 31, 2021 and the fiscal year
ended on December 31, 2022 were audited by Marcum. The auditor's report on the financial statements for the period from inception
to December 31, 2021 and the fiscal year ended on December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, nor
was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that it has expressed uncertainty about
our ability to continue as a going concern. Other than the foregoing, Marcum has not conducted any audit on our financial statements
for any other fiscal year, or has issued any audit report since incorporation.

 In
addition, since Marcum's engagement in 2021, there were no disagreements with Marcum on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of
Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on our financial
statements for such periods. Also, during this time, there were no "reportable events," as defined in Item 304(a)(1)(v) of
Regulation S-K.

 We
provided Marcum with a copy of the above disclosures and requested that Marcum furnish us with a letter addressed to the SEC stating
whether or not it agrees with the statements made above. A copy of Marcum's letter dated December 15, 2023 is attached as Exhibit
16 to this Report.

 Item
 9A.

 Controls
 and Procedures.

 Evaluation
of Disclosure Controls and Procedures

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

 Under
the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective
as of the end of the fiscal year ended December 31, 2023, due to material weakness in our internal control over financial reporting related
to the recording of a contingent fee commitment due to a third-party service provider during the period ended December 31, 2022.

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

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

 Management's
Annual Report on Internal Control over Financial Reporting

 As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting
purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

 (1)

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 assets of our Company,

 (2)

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors,
 and

 (3)

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial
statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed
the effectiveness of our internal control over financial reporting as of December 31, 2023. In making these assessments, Management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework (2013). Based on our assessments and those criteria, Management determined that we did not maintain effective internal control
over financial reporting as of December 31, 2023 for the reasons set forth under "Evaluation of Disclosure Controls and Procedures"
above.

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

in Internal Control over Financial Reporting

 Other
than as discussed above, there have been no changes to our internal control over financial reporting during the fiscal quarter ended
December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
 9B.

 Other
 Information.

 Trading
Arrangements

 During
the quarterly period ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange
Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement,"
as each term is defined in Item 408 of Regulation S-K.

 Additional
Information

 On March 29, 2024, we entered into the Insider Letter Joinder with
each of our directors and officers, which is effective as of the Sponsor Handover on August 31, 2023.

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance.

 Directors
and Executive Officers

 As
of the date of this Report, our directors and officers are as follows:

 Name

 Age

 Position

 J. Hennessy

 Chairman
 of the Board

 D. Hennessy

 Chief
 Executive Officer and Director

 Nick
 Geeza

 Chief
 Financial Officer

 Joseph
 Beck

 Anna
 Brunelle

 Kirk
 Hovde

 Matt
 Schindel

 The
experience of our directors and executive officers is as follows:

J. Hennessy has served as the Chairman of our Board since August 2023. He has served as Chairman and Chief Executive Officer of Hennessy
Capital Investment Corp VI (Nasdaq: HCVI), or Hennessy VI, since September 2021. Mr. Hennessy is also the Managing Member of Hennessy
Capital Group LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure
sectors. He also served as Chairman and CEO of Hennessy Capital Investment Corp. V (NASDAQ: HCIC), or Hennessy V, from October 2020 until
December 2022. Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. IV, or Hennessy IV, from March 2019 until
its Business Combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo Inc. (NASDAQ: GOEV). Mr.
Hennessy served as a director of SIRVA Worldwide Relocation & Moving from August 2018 until August 2022. He also served as a senior
advisor to PropTech Investment Corporation II (NASDAQ: PTIC), a special purpose acquisition company targeting businesses in the real
estate technology industry from 2021 and which closed its initial Business Combination with RW National Holdings (NASDAQ: SFR) in November
2022 and 7GC & Co. Holdings Inc. (NASDAQ:VII), a special purpose acquisition company targeting businesses in the technology industry
since 2021 and Jaguar Global Growth Corporation I (NASDAQ: JGGC) a special purpose acquisition company targeting international real estate
technology, since 2022. Mr. Hennessy previously served as senior advisor to PropTech Acquisition Corporation (NASDAQ: PTAC), a special
purpose acquisition company targeting businesses in the real estate technology industry, which closed its initial Business Combination
with Porch.com, Inc. in December 2020. From January 2017 to October 2018, Mr. Hennessy served as Chairman of the Board and Chief Executive
Officer of Hennessy Capital Acquisition Corp. III, or Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of environmental
compliance and waste management services, and is currently a wholly-owned subsidiary of Republic Services, Inc (NYSE: RSG) and served
as a director from January 2017 to October 2019. From April 2015 to February 2017, Mr. Hennessy served as Chairman and CEO of Hennessy
Capital Acquisition Corp. II, or Hennessy II, which merged with Daseke in February 2017 and is now known as Daseke, Inc. (NASDAQ: DSKE)
and previously served as its Vice Chairman from February 2017 to June 2021. From September 2013 to February 2015, Mr. Hennessy served
as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus
Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and previously served as a director from September
2013 to April 2019. From 1988 to 2015, Mr. Hennessy served as a Partner at Code Hennessy & Simmons LLC ("CHS"), a Chicago
based middle-market private equity investment firm he co-founded in 1988. Prior to forming CHS, Mr. Hennessy was employed by Citicorp
from 1984 to 1988 as head of the Midwest Region for Citicorp Mezzanine Investments and Vice President and Team Leader with Citicorp Leveraged
Capital Group. He began his career in 1981 in the oil and gas lending group at Continental Illinois National Bank (now Bank of America)
where he was a Banking Officer. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University
of Michigan Ross School of Business. Mr. Hennessy is qualified to serve as one of our directors due to his experience in private equity
and public and private company board governance, as well as his background in finance and his experience with Hennessy I, Hennessy II,
Hennessy III, Hennessy IV, Hennessy V and Hennessy VI.

D. Hennessy has served as our Chief Executive Officer and one of our directors since August 2023. He has served as a Managing Partner
of Growth Strategies of Hennessy Capital Group, LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial,
infrastructure, real estate and sustainable technologies. Since July 2023, Mr. Hennessy has served as a director of TortoiseEcofin Acquisition
Corporation III, a special purpose acquisition company, which in August 2023 entered and announced a definitive business combination
agreement with One Energy Enterprises Inc., a vertically integrated industrial power solutions company, and the largest installer of
on-site, behind-the-meter, megawatt-scale, wind energy in the United States. Mr. Hennessy has previously served as Chairman and Chief
Executive Officer of two, a special purpose acquisition company, which in March 2024 closed a business combination agreement with LatAm
Logistic Properties S.A. (NYSE: LPA), a leading developer, owner, and manager of institutional quality, class A industrial and logistics
real estate in Central and South America. Mr. Hennessy has previously served as a director of Jaguar Global Growth Corporation I, a special
purpose acquisition company, which in October 2023 closed a business combination with Captivision Inc. (Nasdaq: CAPT), a leading designer
and manufacturer of architectural media display glass. Mr. Hennessy has previously served as a director of 7GC & Co. Holdings, a
special purpose company, which in December 2023 closed a business combination with Banzai International Inc. (Nasdaq: BNZI), a leading
marketing technology company that provides data-driven marketing and sales solutions. Previously, Mr. Hennessy served as Chairman, Co-Chief
Executive Officer, and President of PropTech Acquisition Corporation's business combination with Porch Group Inc. (Nasdaq: PRCH)
in 2020 and subsequently served as an independent director of Porch Group. Mr. Hennessy previously served as a Portfolio Manager of Abu
Dhabi Investment Authority (ADIA) and prior to that as an Investment Associate for Sam Zell's Equity International. Mr. Hennessy
started his career in the Investment Bank at Credit Suisse. Mr. Hennessy holds a B.A. degree from Georgetown University and an MBA from
the University of Chicago Booth School of Business. Mr. Hennessy is qualified to serve as one of our directors due to his extensive experience
with special purpose acquisition companies and his expertise in mergers and acquisitions.

 Nick
Geeza has served as our Chief Executive Officer since August 2023. He has served as Head of Business Development of Hennessy
Capital Growth Strategies, an alternative investment company, since April 2023. From May 2023 to March 2024, Mr. Geeza served as
Chief Financial Officer of two (NYSE: TWOA), a special purpose acquisition company, which completed its business combination with
Logistic Properties of the Americas (NYSE: LPA) in March 2024. Mr. Geeza previously served as Enterprise Sales Director for Capital
Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences and drive
increased assets under management for global enterprise financial institutions, since March 2022. From November 2007 to March 2022,
Mr. Geeza served as Senior Vice President in the Derivative Products Group at U.S Bank National Association, where he was
responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance
divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation of a dynamic hedging platform,
advised on compliance with U.S. GAAP accounting requirements, and negotiated International Swaps and Derivatives Association,
Dodd-Frank, and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York.
Mr. Geeza graduated Cum Laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School
of Business.

 M.
Joseph Beck has served as one of our directors since August 2023. From March 2023 to March 2024, he served as a director of two (NYSE:
TWOA), a special purpose acquisition company, which completed its business combination with Logistic Properties of the Americas (NYSE:
LPA) in March 2024. From August 2020 to November 2022, he served as Co-Chief Executive Officer, Chief Financial Officer and director
of PropTech Investment Corporation II, which consummated a business combination with Appreciate Holdings, Inc. (Nasdaq: SFR). From July
2019 to December 2020, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PropTech Acquisition Corporation,
which consummated a business combination with Porch Group (Nasdaq: PRCH) From November 2022 to March 2024, he served as a director of
Appreciate Holdings, Inc. From December 2020 to December 2023, he served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII),
a special purpose acquisition company targeting the technology industry, which consummates a business combination with Banzai International,
Inc., a marketing technology company. From February 2021 to November 2023, Mr. Beck served as a director of Jaguar Global Growth Corporation
I, a special purpose acquisition company that completed its business combination with Captivision Inc. (Nasdaq: CAPT), a designer and
manufacturer of architectural media glass. Mr. Beck has served as a Managing Partner of Growth Strategies of Hennessy Capital Group LLC
since July 2019. From August 2012 to July 2019, Mr. Beck served as a Senior Investment Manager of ADIA. From July 2008 to August 2012,
Mr. Beck served as an analyst in the Investment Banking Division of Goldman, Sachs & Co. Mr. Beck holds a B.A. degree from Yale University.
Mr. Beck is qualified to serve as one of our directors due to his experience with public companies and capital markets.

 Anna
Brunelle has served as one of our directors since August 2023. She has served as the Chief Financial Officer of Ouster Inc.,
from August 2020 to May 2023, which completed a Business Combination with Colonnade Acquisition Corp., a special purpose acquisition
company, in March 2021, and subsequently merged with Velodyne Lidar, Inc. (previously NASDAQ: VLDR) in February 2023. Ms. Brunelle has
over 20 years of experience in finance, accounting, investor relations, corporate and business development, as well as business operations
and analytics. She previously served as Chief Financial Officer of Kinestral Technologies from April 2018 through May 2020 and Chief
Financial Officer and Interim Chief Operating Officer of Soylent from March 2016 through October 2017. She has also served as Chief Financial
Officer of GlobalLogic, Chief Financial Officer of Tivo, Inc., and Senior Consultant for Deloitte & Touche, LLP. Ms. Brunelle currently
serves as a director of Bolt Threads, Inc. and Hennessy VI and previously served as a director of Halio International from March 2019
through May 2020. During her tenure in leadership positions, she has worked on successful IPOs of technology companies and completed
multiple private and public acquisitions and divestitures. Ms. Brunelle received her B.S. in Business Administration (accounting concentration)
from California Polytechnic State University — San Luis Obispo. Ms. Brunelle is qualified to serve as one of our directors due
to her background in accounting and finance and her experience as the chief financial officer for both public and private companies and
as a director.

 Kirk
Hovde has served as one of our directors since August 2023. He serves as Managing Principal & Head of Investment Banking
at Hovde Group where he is responsible for leading the firm's investment banking practice, as well as evaluating the financial
and strategic options of financial institutions. In this capacity, Mr. Hovde performs financial analyses and valuations of banks and
thrifts, assists in the facilitation of M&A transactions and capital offerings, and assesses the impact of national and regional
trends on the financial services industry. Mr. Hovde is also a member of Hovde Group's Management Operating Committee, which is
tasked with the day-to-day management of the firm and implementation of the longer-term strategic plan and vision. Prior to joining Hovde
Group, Mr. Hovde was with Deloitte & Touche LLP in Chicago, Illinois, where he provided assurance services to both public and private
clients in a broad array of industries. These services primarily consisted of regular financial audit and Sarbanes-Oxley attestation
engagements, but also included special projects for acquisitions and divestitures. Mr. Hovde, a native of Chicago, earned a Bachelor
of Business Administration, double majoring in Accounting and Finance, Investment & Banking, from the School of Business at the University
of Wisconsin, Madison. He is a Certified Public Accountant in the State of Illinois, has his series 7, 24, 63 and 79 FINRA licenses and
has passed Level II of the CFA Program. Mr. Hovde is qualified to serve as one of our directors due to his experience in finance, M&A
and capital markets.

 Matt
Schindel has served as one of our directors since August 2023. He has served as a director of TortoiseEcofin Acquisition Corporation
III, a special purpose acquisition company since July 2023. Mr. Schindel has more than 15 years of experience as an investor and operator
of growth companies, including more than a decade in climate and renewable energy related businesses. From February 2020 to July 2023,
he served as Chief Financial Officer at Snapdocs, a real estate software company that provides automation solutions for lenders, title
companies, notaries, and other participants in real-estate transactions. Prior to Snapdocs, Mr. Schindel held various executive roles
at Sunrun, Inc., the nation's leading residential solar, storage, and energy services company. Mr. Schindel holds a Bachelor's
Degree from Harvard College. Mr. Schindel is qualified to serve as one of our directors due to his experience with public companies and
capital markets.

 Family
Relationships

 Other
than the below, no family relationships exist between any of
our other directors or executive officers:

 J. Hennessey is the father of Thomas D. Hennessey;

 J. Hennessey is the uncle of Kirk Hovde; and

 D. Hennessey and Kirk Hovde are cousins.

 Involvement
in Certain Legal Proceedings

 There
are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse
to our Company, or has a material interest adverse to our Company.

 Number
and Terms of Office of Officers and Directors

 Our
Board of Directors consists of six members and is divided into three classes with only one class of directors being appointed in each
year, and with each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In accordance
with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year
end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Joeseph Beck and Kirk Hovde, will expire at our first
annual general meeting. The term of office of the second class of directors, consisting of Thomas D. Hennessy and Matt Schindel, will expire at the second annual
general meeting. The term of office of the third class of directors, consisting of Daniel J. Hennessy and Anna Brunelle, will expire at the third annual general meeting.

 Only
holders of Class B Ordinary Shares have the right to appoint directors in any general meeting held prior to or in connection with the
completion of our initial Business Combination. Holders of our Public Shares are not entitled to vote on the appointment of directors
during such time. These provisions of our Amended and Restated Charter relating to the rights of holders of Class B Ordinary Shares to
appoint directors may be amended by a special resolution passed by a majority of at least 90% of our Ordinary Shares voting in a general
meeting. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for
specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and
Restated Charter.

 Committees
of the Board of Directors

 Our
Board of Directors has three standing committees: the Audit Committee, a compensation committee (the "Compensation Committee")
and a nominating and corporate governance committee (the "Nominating Committee"). Both our Audit Committee and our Compensation
Committee are composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange
Act require that the Audit Committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require
that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter
that was approved by our Board and has the composition and responsibilities described below. The charter of each committee is available
on our website and filed as an exhibit to this Report.

 Audit
Committee

 Anna
Brunelle, Matt Schindel and Kirk Hovde serve as the members and Anna Brunelle serves as chair of the Audit Committee. All members of
our Audit Committee are independent of and unaffiliated with our Sponsor. Under Nasdaq listing standards and applicable SEC rules, all
the directors on the Audit Committee must be independent.

 Each
member of the Audit Committee is financially literate and our Board of Directors has determined that Anna Brunelle qualifies as an "audit
committee financial expert" as defined in applicable SEC rules and has accounting or related financial management expertise.

 We
have adopted a charter of the Audit Committee, which details the principal functions of the Audit Committee, including:

 assisting
 Board oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii)
 our independent registered public accounting firm's qualifications and independence, and (iv) the performance of our internal
 audit function and independent registered public accounting firm;

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

 pre-approving
 all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public
 accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent
 registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate their
 continued independence;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at
 least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting
 firm's internal quality-control procedures and (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 firm and
 any steps taken to deal with such issues;

 meeting
 to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent
 registered public accounting firm, including reviewing our specific disclosures under "Management's Discussion and Analysis
 of Financial Condition and Results of Operations"; reviewing 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 FASB, the SEC or other regulatory authorities.

 Compensation
Committee

 Matt
Schindel and M. Joseph Beck serve as the members and Matt Schindel serves as chair of the Compensation Committee. Under Nasdaq listing
standards, all the directors on the Compensation Committee must be independent.

 We
have adopted a charter of the Compensation Committee, which details the principal functions of the compensation committee, including:

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

 and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity
 based plans that are subject to Board approval of all of our other officers;

 our executive compensation policies and plans;

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

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

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

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

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

 Notwithstanding
the foregoing, as indicated above, other than (i) the payment to our Sponsor of up to $10,000 per month pursuant to the Administrative
Services Agreement for office space, utilities, salaries or other cash compensation paid to consultants to our Sponsor, secretarial and
administrative support, other expenses, (ii) obligations of our Sponsor and reimbursement of expenses and (iii) the payment of an aggregate
of $16,500 to Nick Geeza, our Chief Financial Officer, for services provided to us in 2023, no compensation of any kind, including finders,
consulting or other similar fees, is paid to any of our existing shareholders, officers, directors or any of their respective affiliates,
prior to, or for any services they render in order to effectuate the closing of an initial Business Combination. Accordingly, it is likely
that prior to the closing 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 of the Compensation Committee also provides that the Compensation Committee may, in its sole discretion, retain or obtain the
advice of a compensation consultant, independent 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.

 Nominating
and Corporate Governance Committee

 The
members of our Nominating Committee are Kirk Hovde and M. Joseph Beck, and Kirk Hovde serves as chair of the Nominating Committee.

 We
have adopted a charter of the Nominating Committee, which details the purpose and responsibilities of the nominating and corporate governance
committee, including:

 identifying,
 screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending
 to the Board of Directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the Board
 of Directors;

 developing
 and recommending to the Board of Directors and overseeing implementation of our corporate governance guidelines;

 coordinating
 and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and Management in the governance
 of the company; and

 on a regular basis our overall corporate governance and recommending improvements as and when necessary.

 The
charter of the Nominating Committee also provides that the Nominating Committee may, in its sole discretion, retain or obtain the advice
of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search
firm's fees and other retention terms.

 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 shareholders. Prior to our initial Business Combination, holders of our Public Shares do not have the right
to recommend director candidates for nomination to our Board of Directors.

 Code
of Ethics

 We
have adopted a Code of Business Conduct and Ethics (the "Code of Ethics") applicable to our directors, officers and employees.
We have filed a copy of our Code Ethics as an exhibit to this Report. You will be able to review this document by accessing our public
filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code Ethics and the charters of the committees
of our Board of Directors will be provided without charge upon request from us. If we make any amendments to our Code Ethics other than
technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of
the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller
or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such
amendment or waiver on our website. The information included on or accessible through our website is not incorporated by reference this
Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual
references only.

 Trading
Policies

 On
October 14, 2021, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities
by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations,
and applicable Nasdaq listing standards (the "Insider Trading Policy").

 The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

 Compensation
Recovery and Clawback Policy

 Under
the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid
incentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct
national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company
is found to have misstated its financial results.

 On
December 7, 2023, our Board of Directors approved the adoption of the Policy on Recoupment of Incentive Compensation (the "Clawback Policy"),
with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under the Rule, and
the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the "Final Clawback Rules").

 The
Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive
officers as defined in Rule 10D-1 under the Exchange Act (the "Rule") ("Covered Officers") in the event that
we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation
applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting
restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation
received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting
restatement.

 The
foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.

 Item
 11.

 Executive
 Compensation.

 None
of our officers or directors have received any cash compensation for services rendered to us, other than Nick Geeza, who was paid an
aggregate of $16,500 for services provided to us in 2023. Commencing on October 19, 2021 through the earlier of closing of our initial
Business Combination and our liquidation, we may pay our Sponsor up to $10,000 per month for office space, utilities, salaries or other
cash compensation paid to consultants to our Sponsor, secretarial and administrative support services provided to members of our Management
Team and other expenses and obligations of our Sponsor, pursuant to the Administrative Services Agreement, as assigned to our Sponsor
by the Prior Sponsor. In addition, our Sponsors, Prior Directors and Officers, officers and directors, or any of their respective affiliates
are 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 reviews on a quarterly basis all payments
that were made by us to our Sponsors, Prior Directors and Officers, officers or directors, or our or their affiliates. Any such payments
prior to an initial Business Combination are made from funds held outside the Trust Account. Other than quarterly Audit Committee review
of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and officers
for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating
an initial Business Combination. Other than these payments and reimbursements, no compensation of any kind, including finder's
and consulting fees, has been or will be paid by us to our Sponsors, Prior Directors and Officers, officers and directors, or any of
their respective affiliates, prior to completion of our initial Business Combination.

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

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

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of April 1, 2024 based on
information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

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

 each
 of our executive officers and directors that beneficially owns our Ordinary Shares; and

 all
 our executive officers and directors as a group.

 In
the table below, percentage ownership is based on 10,504,750 Ordinary Shares, consisting of (i) 5,794,628
Class A Ordinary Shares and (ii) 4,710,122 Class B Ordinary Shares, issued and outstanding as of April 1, 2024. On all matters
to be voted upon, except for the election of directors of the Board, holders of the Class A Ordinary Shares and Class B Ordinary Shares
vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible
into Class A Ordinary Shares on a one-for-one basis.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary
Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants
as these Private Placement Warrants are not exercisable within 60 days of the date of this Report.

 Class
 A Ordinary Shares

 Class
 B Ordinary Shares

 Approximate

 Name and
 Address of Beneficial Owner (1)

 Number
 of
 Beneficially
 Owned

 Approximate

 Percentage
 of Class

 Number
 of
 Beneficially
 Owned

 Approximate

 Percentage
 of Class

 Percentage

 of Outstanding
 Ordinary Shares

 HCG Opportunity, LLC (our Sponsor)
 (2)

 393,337

 6.79
 %

 2,699,699

 57.32
 %

 29.44
 %

 Daniel J. Hennessy (2)

 393,337

 6.79
 %

 2,699,699

 57.32
 %

 29.44
 %

 Thomas D. Hennessy (2)

 393,337

 6.79
 %

 2,699,699

 57.32
 %

 29.44
 %

 Nick Geeza

 —

 —

 —

 —

 —

 Joseph Beck

 —

 —

 —

 —

 —

 Anna Brunelle

 —

 —

 —

 —

 —

 Kirk Hovde

 —

 —

 —

 —

 —

 Matt Schindel

 —

 —

 —

 —

 —

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

 393,337

 6.79
 %

 2,699,699

 57.32
 %

 29.44
 %

 Other 5% Stockholders

 Compass Digital SPAC LLC (our Prior Sponsor)
 (3)

 206,663

 3.57
 %

 2,010,423

 42.68
 %

 21.11
 %

 Radcliffe (4)

 1,977,100

 34.12
 %

 —

 —

 18.82
 %

 Sea Otter Securities Group LLC (5)

 841,098

 14.52
 %

 —

 —

 8.01
 %

 Citadel Parties (6)

 752,899

 12.99
 %

 —

 —

 7.17
 %

 First Trust Parties (7)

 578,969

 9.99
 %

 —

 —

 5.51
 %

 Polar Asset Management Partners Inc.

 500,000

 8.63
 %

 —

 —

 4.76
 %

 RiverNorth Capital Management, LLC

 500,000

 8.63
 %

 —

 —

 4.76
 %

 Hudson Bay Parties

 309,025

 5.33
 %

 —

 —

 2.94
 %

 (1)

 Unless
 otherwise noted, the principal business address of each of the following entities or individuals is c/o 195 US Hwy 50, Suite 208
 Zephyr Cove, NV 89488.

 (2)

 HCG
 Opportunity MM ("HCG MM") is the sole member of the Sponsor and has voting and investment discretion with respect to
 the Ordinary Shares held of record by the Sponsor. Thomas D. Hennessy and Daniel J. Hennessy are the sole members of HCG MM and serve
 on our Board of Directors. Thomas D. Hennessy also serves as our Chief Executive Officer and Daniel J. Hennessy serves as our Chairman
 of the Board. Messrs. Hennessy disclaim beneficial ownership of such Ordinary Shares, other than their pecuniary interests therein.

 (3)

 to a Schedule 13G filed with the SEC on February 14, 2023 by the Prior Sponsor. These amounts include (i) 105,000 Class A Ordinary Shares and
91,647 Class B Ordinary Shares held by our prior independent directors and (ii) 591,978 Class A Ordinary Shares and 591,978 Class B Ordinary
Shares held by certain Anchor Investors, who hold membership interests in the Prior Sponsor. The principal business address of the Prior Sponsor
 is 3626 N. Hall St., Suite 910, Dallas, Texas, 75219.

 (4)

 to a Schedule 13G/A filed with the SEC on February 14, 2023 by (i) Radcliffe Capital Management, L.P., a Delaware limited partnership
 ("Radcliffe"), (ii) RGC Management Company, LLC, a Delaware limited liability company ("RGC"), (iii) Steven
 B. Katznelson, a citizen of Canada, the United States of America and the United Kingdom ("Mr. Katznelson"), (iv) Christopher
 Hinkel, a citizen of the United States of America ("Mr. Hinkle"), (v) Radcliffe SPAC Master Fund, L.P., a Cayman Islands
 limited partnership (the "Master Fund") and (vi) Radcliffe SPAC GP, LLC, a Delaware limited liability company (the "GP",
 collectively with Radcliffe, RGC, Mr. Katznelson, Mr. Hinkle and the Master Fund, the "Radcliffe Parties"). The number
 of Public Shares held by the Radcliffe Parties is reported as of December 31, 2022, which does not reflect any redemption of shares
 by the Radcliffe Parties in connection with the 2023 Redemptions or any other transactions after December 31, 2022. Accordingly,
 the number of Public Shares and the percentages set forth in the table may not reflect the Radcliffe Parties' current beneficial
 ownership. The principal business address of each of the Radcliffe Parties is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

 (5)

 to a Schedule 13G/A filed with the SEC on November 3, 2021 by Sea Otter Securities Group LLC, a Delaware limited liability company
 ("Sea Otter"). The number of Public Shares held by Sea Otter is reported as of October 26, 2021, which does not reflect
 any redemption of shares by Sea Otter in connection with the 2023 Redemptions or any other transactions after October 26, 2021. Accordingly,
 the number of Public Shares and the percentages set forth in the table may not reflect Sea Otter's current beneficial ownership.
 The principal business address of Sea Otter is 107 Grand St, 7th Floor, New York, New York 10013.

 (6)

 to a Schedule 13G/A filed with the SEC on February 14, 2023 by (i) Citadel Advisors LLC, a Delaware limited liability company that
 holds 752,750 Public Shares ("Citadel Advisors"), (ii) Citadel Advisors Holdings LP, a Delaware limited partnership that
 holds 752,750 Public Shares ("CAH"), (iii) Citadel GP LLC, a Delaware limited liability company that holds 752,750 Public
 Shares ("CGP"), (iv) Citadel Securities LLC, a Delaware limited liability company that holds 149 Public Shares ("Citadel
 Securities"), (v) Citadel Securities Group LP, a Delaware limited partnership that holds 149 Public Shares ("CALC4"),
 (vi) Citadel Securities GP,, a Delaware general partnership that holds 149 Public Shares LLC ("CSGP") and (vii) Mr. Kenneth
 Griffin, a U.S. citizen that holds 752,899 Public Shares ("Mr. Griffin", collectively with Citadel Advisors, CAH, CGP,
 Citadel Securities, CALC4 and CSGP, the "Citadel Parties"). The Public Shares reported by the Citadel Parties are owned
 by Citadel Credit Master Fund LLC, a Delaware limited liability company ("CCMF"), and Citadel Securities. Citadel Advisors
 is the portfolio manager for CCMF. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member
 manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of
 CGP, and owns a controlling interest in CGP and CSGP. The number of Public Shares held by the Citadel Parties is reported as of December
 31, 2022, which does not reflect any redemption of shares by the Citadel Parties in connection with the 2023 Redemptions or any other
 transactions after December 31, 2022. Accordingly, the number of Public Shares and the percentages set forth in the table may not
 reflect the Citadel Parties' current beneficial ownership. The principal business address of each of the Citadel Parties is
 Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida 33131.

 (7)

 to a Schedule 13G filed with the SEC on February 14, 2024 by (i) First Trust Merger Arbitrage Fund, a series of Investment Managers
 Series Trust II, an investment company registered under the Investment Company ("VARBX"), (ii) First Trust Capital Management
 L.P., an investment adviser registered with the SEC ("FTCM"), (iii) First Trust Capital Solutions L.P., a Delaware limited
 partnership and control person of FTCM ("FTCS"), and (iv) FTCS Sub GP LLC, a Delaware limited liability company and control
 person of FTCM ("Sub GP", and collectively with VARBX, FTCM and FTCS, the "First Trust Parties"). FTCM provides
 investment advisory services to, among others, (i) series of Investment Managers Series Trust II, specifically First Trust Multi-Strategy
 Fund and VARBX and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively,
 the "Client Accounts"). As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the
 Client Accounts in securities (including the Public Shares) as well as the authority to purchase, vote and dispose of securities,
 and may thus be deemed the beneficial owner of any Public Share held in the Client Accounts. As of December 31, 2023, VARBX owned
 561,575 Public Shares, while FTCM, FTCS and Sub GP collectively owned 578,969 Public Shares. FTCS and Sub GP may be deemed to control
 FTCM and therefore may be deemed to be beneficial owners of the Public Shares reported therein. No one individual controls FTCS or
 Sub GP. FTCS and Sub GP do not own any Public Shares for their own accounts. FTCS and Sub GP may be deemed to control FTCM and therefore
 may be deemed to be beneficial owners of the Public Shares reported therein The principal business address of each of the First Trust
 Parties is 235 West Galena Street, Milwaukee, WI 53212.

 (8)

 to a Schedule 13G filed with the SEC on February 9, 2024 by Polar Asset Management Partners Inc., a company incorporated under the
 laws of Ontario, Canada ("Polar").Polar serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman
 Islands exempted company ("PMSMF") with respect to the shares directly held by PMSMF. The principal business address
 of Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

 (9)

 to a Schedule 13G filed with the SEC on February 14, 2024 by RiverNorth Capital Management, LLC, a Delaware limited liability company
 ("RiverNorth"). The principal business address of RiverNorth is 360 S. Rosemary Avenue, Ste. 1420 West Palm Beach, Florida
 33401.

 (10)

 to a Schedule 13G filed with the SEC on February 14, 2024 by (i) Hudson Bay Capital Management LP, a Delaware limited partnership
 (the "Investment Manager") and (ii) Mr. Sander Gerber, a U.S. citizen ("Mr. Gerber", and together with the
 Investment Manager, the "Hudson Bay Parties"). The Investment Manager serves as the investment manager to HB Strategies
 LLC, in whose name the Public Shares reported therein are held. As such, the Investment Manager may be deemed to be the beneficial
 owner of all securities held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is
 the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of the Public Shares. The principal business
 address of each of the Hudson Bay Parties is 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830.

 Securities
Authorized for Issuance under Equity Compensation Plans

 None.

in Control

 None.

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence.

 In
March 2021, an affiliate of our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs, in exchange
for an aggregate of 5,750,000 Founder Shares, which were subsequently transferred to our Sponsor. Prior to the closing of our Initial
Public Offering, an affiliate of the Prior Sponsor loaned us an aggregate of up to $250,000 under the IPO Promissory Note. Such loans
and advances were non-interest bearing and payable on the earlier of December 31, 2021 or the completion of our Initial Public Offering.
The loans of $195,000 were fully repaid upon the consummation of our Initial Public Offering on October 19, 2021.

 Our
Sponsor committed, pursuant to a written agreement, to purchase an aggregate of 4,666,667 Private Placement Warrants (or 5,066,667 Private
Placement Warrants if the Over-Allotment Option was exercised in full), each exercisable to purchase one Class A ordinary share at $11.50
per share, at a price of $1.50 per whole Private Placement Warrant, or $7,000,000 in the aggregate (or $7,600,000 if the Over-Allotment
Option was exercised in full), in the Private Placement, which occurred concurrently with the closing of the Initial Public Offering.
On November 30, 2021, the underwriters purchased an additional 1,240,488 Over-Allotment Units pursuant to the partial exercise of the
Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating aggregate
additional gross proceeds of $12,404,880.

 On
November 30, 2021, in connection with the partial exercise of the Over-Allotment Option, our Sponsor surrendered 439,878 Founder Shares.
Also, in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 165,398 Private Placement
Warrants at a purchase price of $1.50 per whole Private Placement Warrant. The Private Placement Warrants are identical to the Public
Warrants sold in the Initial Public Offering, except that the Private Placement Warrants, so long as they are held by our Sponsor or
its permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class A Ordinary Shares issuable upon exercise
of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30
days after the completion of our initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are
entitled to registration rights. The Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned
or sold by the holder. If we do not complete our initial Business Combination by October 19, 2023, the Private Placement Warrants will
expire worthless. The Private Placement Warrants are subject to the transfer restrictions described below.

 The
Anchor Investors are members in, but are not affiliates of, our Prior Sponsor. The Anchor Investors indicated an interest in purchasing
Units sold in our Initial Public Offering and each held an indirect beneficial interest in certain
Founder Shares (and one of whom, had an indirect beneficial interest in certain Private Placement Warrants). None of
those funds or accounts is a managing member of our Prior Sponsor, nor do they have any management authority with respect to our Prior
Sponsor. Unlike the other participants in the Prior Sponsor, the Anchor Investors are not subject to any lockup restriction on the transfer
of their Ordinary Shares and are not subject to forfeiture or adjustment with respect to their Founder Shares received in connection
with their purchase of Units in the Initial Public Offering, and while they generally agree or will use reasonable best efforts to vote
their Ordinary Shares in favor of the Business Combination, this voting commitment only applies to Ordinary Shares still held by them.
Further, with respect to Units purchased in the Initial Public Offering, the Anchor Investors have the same rights (including redemption
rights) as other public purchasers of Units.

 On
August 17, 2023, our Sponsors entered into the Sponsor
Handover Term Sheet. On August 31, 2023, o ur Sponsors consummated the Sponsor Handover pursuant
to the Sponsor Handover SPA, which contained terms substantially consistent with the Sponsor Handover Term Sheet. Pursuant to the Sponsor
Handover SPA, among other things, (i) our Sponsor acquired 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants from our
Prior Sponsor; (ii) our Sponsor agreed to cause us to pay $300,000 in cash consideration upon closing of the initial Business Combination,
at our Sponsor's direction, to entities or accounts as directed by the Prior Sponsor; (iii) our Sponsor entered into the Registration
Rights Joinder; (iv) the Administrative Services Agreement was assigned to our Sponsor; (v) the Prior Directors and Officers resigned,
and each member of our Management Team was appointed by our Sponsor; and (vi) we entered into the Insider Agreement Amendment with the
Sponsors and the Prior Directors and Officers. Following the Sponsor Handover, the Prior Sponsor held 206,663 Class A Ordinary Shares, 2,010,423 Founder Shares and no
Private Placement Warrants.

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate
of 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of shares of Class B Ordinary Shares held by
the Sponsors as Founder Shares. The 600,000 Class A Ordinary Shares issued in connection with the Founder Share Conversion are subject
to the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, including the
Sponsors' agreement not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after
the completion of a Business Combination or (ii) the date on which we complete a liquidation, merger, capital share exchange or similar
transaction that results in our shareholders having the right to exchange their shares of Ordinary
Shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder
Shares will be released from the lock-up.

the Sponsor Handover, Founder Share Conversion and the 2023 Redemptions, there were 5,794,628 Class
A Ordinary Shares and 4,710,122 Class B Ordinary Shares issued and outstanding and the Prior Sponsor
and Sponsor hold approximately 21.11 % and 29.44%, respectively, of the issued and outstanding Ordinary Shares.

 We
currently utilize office space at 195 US Hwy 50, Suite 208 Zephyr Cove, NV 89488, from our Sponsor as our executive offices. Commencing
on October 19, 2021, we may pay our Sponsor up to $10,000 per month for office space, utilities, salaries or other cash compensation
paid to consultants to our Sponsor, secretarial and administrative support services provided to members of our Management Team and other
expenses and obligations of our Sponsor, pursuant to the Administrative Services Agreement. Upon completion of our initial Business Combination
or our liquidation, we will cease paying these monthly fees.

 No
compensation of any kind, including finder's and consulting fees, has been or will be paid by us to the Sponsors, Prior Directors
and Officers, members of our Management Team, or any of their respective affiliates, for services rendered prior to or in connection
with the completion of an initial Business Combination. In addition, these individuals are 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 reviews on a quarterly basis all payments that were made by us to the Sponsors, Prior
Directors and Officers, members of our Management Team or our or their affiliates.

 In
order to finance transaction costs in connection with an intended initial Business Combination, our Initial
Shareholders, Sponsors or an affiliate of the Initial Shareholders or Sponsors, or certain of our Prior Directors and Officers or current
directors and officers may, but are not obligated to, loan us Working Capital Loans as may be required on a non-interest basis.
If we complete an initial Business Combination, we would repay such Working Capital Loans. In the event that the initial Business Combination
does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans but no
proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into
warrants of the post Business Combination entity at a price of $1.50 per whole warrant at the option of the lender at the time of the
Business Combination. Such warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial Business
Combination, we do not expect to seek loans from parties other than our Sponsors or an affiliate of our Sponsors 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.

 On
December 30, 2021, we issued the WCL Promissory Note, an unsecured promissory note in the principal amount of up to $1,000,000 to GCG,
an affiliate of our Prior Sponsor. The WCL Promissory Note bears no interest and is repayable in full upon consummation of the initial
Business Combination. GCG has the option to convert any unpaid balance of the WCL Promissory Note into WCL Warrants to purchase one share
of Class A Ordinary Shares equal to the principal amount of the WCL Promissory Note so converted divided by $1.50. The terms of any such
WCL Warrants will be identical to the terms of our existing Private Placement Warrants held by GCG. The foregoing description of the
WCL Promissory Note is not complete and is qualified in its entirety by reference to the WCL Promissory Note, which is attached as an
exhibit to this Report. As of December 31, 2023, we have borrowed an aggregate of $125,000 under the WCL Promissory Note, as compared
to $267,500 at December 31, 2022.

 On
September 6, 2023, we entered into the Polar Subscription Agreement with the Sponsor and Polar, pursuant to which Polar agreed to fund
up to $1,500,000 to us, subject to certain funding milestones. Once we have reached a defined milestone, upon on at least five (5) calendar
days' prior written notice, the Sponsor may require a drawdown against Polar's capital commitment, a Polar Capital Investment,
in order to meet the Sponsor's commitment to us under a drawdown request. As of December 31, 2023, we had drawn $500,000 on the
Polar Capital Investment that was fair valued at $90,909.
The Polar Capital Investment will be repaid to Polar by us upon the closing of an initial Business Combination. Polar may elect to receive
such repayment (i) in cash or (ii) in Class A Ordinary Shares at a rate of one Class A Ordinary Share for each ten dollars of the Polar
Capital Investment. In the event we liquidate without consummating a Business Combination, any amounts remaining in our cash accounts
(excluding the Trust Account) will be paid by us to Polar within five (5) calendar days of the liquidation, and such amounts will be
the sole recourse for Polar.

 Any
of the foregoing payments to our Sponsors, repayments of loans from our Sponsors, or affiliates of our Sponsors, or repayments of any
Working Capital Loans and the Polar Capital Investment prior to our initial Business Combination will be made using funds held outside
the Trust Account.

 Between
October 10, 2023 and October 19, 2023, we entered into non-redemption agreements with the Sponsor and unaffiliated third-party investors
in exchange for such investor agreeing not to redeem an aggregate of 4,998,734 Public Shares in connection with the vote to approve
the Charter Amendment Proposals at the 2023 EGM. In exchange for these commitments not to redeem such Public Shares, the Sponsor agreed
to transfer to such investors an aggregate of 749,810 Founder Shares held by the Sponsor promptly following the closing of the Business
Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer).

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

 The
holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital
Loans (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration
Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our
Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form
demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale
such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any
such registration statements. On August 31, 2023, the Sponsor executed the Registration Rights Agreement Joinder in connection with the
Sponsor Handover.

 Our
Sponsors, Prior Directors and Officers, and directors and officers have entered into the Insider Letter, as amended by the Insider Letter
Amendment, with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect
to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if
our Sponsors or Prior Directors and Officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to
liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination
within the Combination Period.

pursuant to the Insider Letter and Insider Letter Amendment, they will not propose any amendment to our Amended and Restated Charter
(i) 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 our initial Business Combination within the Combination Period or (ii) with respect
to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity, unless we provide
our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Independence

 Nasdaq
listing standards require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An
"independent director" is defined generally as a person who, in the opinion of the company's board of directors, has
no material relationship with the listed company (either directly or as a partner, shareholder, shareholder or officer of an organization
that has a relationship with the company). Our Board of Directors has determined that Joseph Beck, Anna Brunelle, Kirk Hovde and Matt
Schindel are "independent directors" as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors
have regularly scheduled meetings at which only independent directors are present.

 Item
 14.

 Principal
 Accountant Fees and Services.

 Effective
as of September 5, 2023, the Board of Directors and the Audit Committee authorized dismissal of Marcum and engagement of Withum as our
new independent registered public accounting firm, for our audit of the fiscal year ending December 31, 2023. For more information on
this change in our independent registered public accounting firm, please see "Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure."

 The
following is a summary of fees paid or to be paid to Marcum and Withum 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 our independent registered public accounting firm in connection with regulatory filings. The aggregate fees of Withum and
Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included
in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2023 and 2022 totaled
approximately $90,713 and $82,400, respectively. Audit fees consist of 32,240 and $0 for services provided by Withum for the years ended
December 31, 2023 and 2022, respectively, and $58,473 and $82,400, for services provided by Marcum for the years ended December 31, 2023
and 2022, respectively. 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. We did not pay Withum or Marcum for
any audit-related fees for the years ended December 31, 2023 and 2022.

 Tax
Fees

 Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum
or Marcum for tax services, planning or advice for the years ended December 31, 2023 and 2022.

 All
Other Fees

 All
other fees consist of fees billed for all other services. We did not pay Withum or Marcum for any other services for the years ended
December 31, 2023 and 2022.

 Pre-Approval
Policy

 Our
Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, any such services rendered prior to the
formation of our Audit Committee in 2021 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 performed
and 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.

 Exhibit
 and Financial Statement Schedules.

 (a)

 The
 following documents are filed as part of this Report:

 (1)

Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID #100, WithumSmith+Brown, PC, New York, New York)

 Report of Independent Registered Public Accounting Firm (PCAOB ID #688, Marcum LLP, Boston, Massachusetts)

 Balance Sheets as of December 31, 2023 and 2022

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

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

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

 Notes to Financial Statements

 (2)

 Statement Schedules

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

 (3)

 Exhibits

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

 Item
 16.

 Form
 10-K Summary.

 Omitted
at our Company's option.

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID # 100,
 WithumSmith+Brown, PC, New York, New York)

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID # 688, Marcum LLP, Boston, Massachusetts)

 Statements:

 Balance Sheets as of December 31, 2023 and 2022

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

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

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

 Notes to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and the Board of Directors of

Digital Acquisition Corp.:

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheet of Compass Digital Acquisition Corp. (the "Company") as of December 31, 2023,
the related statements of operations, changes in stockholders' deficit and cash flows for the year 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 the results of its operations and its cash
flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business
combination by July 19, 2024, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition
and date for mandatory liquidation and subsequent dissolution raises 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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit,
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
audit 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 audit 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 audit provides
a reasonable basis for our opinion.

 /s/
WithumSmith+Brown, PC

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

 New
York, New York

 April

 PCAOB
Number 100

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

Digital Acquisition Corp.

 Opinion
on the Financial Statements

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

 Explanatory
Paragraph –Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described
in Note 1, the Company's business plan is dependent on the completion of a business combination. The Company has determined
that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination raises 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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit,
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
audit 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 audit 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 audit provides
a reasonable basis for our opinion.

 /s/
Marcum LLP

 Marcum
LLP

 We
have served as the Company's auditor from 2021 to 2023.

 Boston,
MA

 April
17, 2023

 F- 3

 BALANCE
SHEETS

 December 31,
 2023

 December 31,
 2022

 ASSETS

 Current Assets

 Cash

 $
 44,046

 $
 936,434

 Prepaid expenses

 35,635

 340,965

 Total current assets

 79,681

 1,277,399

 Cash (Investments) held in Trust Account

 55,347,556

 215,521,445

 Total assets

 $
 55,427,237

 $
 216,798,844

 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

 Current liabilities

 Accounts payable

 $
 476,567

 $
 953,511

 Polar Capital Investment payable – related party

 90,909

 -

 WCL Note payable – Legacy Sponsor, current

 125,000

 -

 Due to Sponsors

 -

 24,821

 Accrued expenses

 167,798

 -

 Total current liabilities

 860,274

 978,332

 WCL Note payable – Legacy Sponsor, long term

 -

 267,500

 Deferred underwriting fees payable

 -

 7,434,171

 Derivative warrant liabilities

 588,464

 952,979

 Total liabilities

 1,448,738

 9,632,982

 Commitments and Contingencies (Note 6)

 -

 -

 Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value; 5,194,628 and 21,240,488 shares at $ 10.65 and $ 10.15 per share redemption value at December 31, 2023 and 2022, respectively

 55,347,556

 215,521,445

 Shareholders' Deficit

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

 -

 -

 Class A Ordinary Shares, $ 0.0001 par value; 200,000,000 shares authorized; 600,000 and - 0 - issued and outstanding at December 31, 2023 and 2022, respectively (excluding the 5,194,628 and 21,240,488 shares subject to possible redemption, respectively)

 -

 Class B Ordinary Shares, $ 0.0001 par value; 20,000,000 shares authorized; 4,710,122 and 5,310,122 issued and outstanding at December 31, 2023 and 2022, respectively

 Common stock, value

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 1,369,588
)

 ( 8,356,114
)

 Total shareholders' deficit

 ( 1,369,057
)

 ( 8,355,583
)

 Total liabilities, Class A Ordinary Shares subject to possible redemption and shareholders' deficit

 $
 55,427,237

 $
 216,798,844

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

 F- 4

 STATEMENTS
OF OPERATIONS

 Year Ended
 December 31, 2023

 Year Ended
 December 31, 2022

 Operating expenses

 $
 1,926,567

 $
 1,173,963

 Administrative expenses – related party

 120,000

 30,000

 Non-redemption expense

 3,444,008

 -

 Loss from operations

 ( 5,490,575
)

 ( 1,203,963
)

 Interest earned on cash (investments) held in Trust Account

 $
 8,914,159

 $
 3,113,621

 Change in fair value of derivative warrant liabilities

 364,515

 7,385,581

 Gain on settlement of deferred underwriting fees attributable to Public Warrants

 246,814

 -

 Gain on settlement of professional legal fees

 351,409

 -

 Net income

 $
 4,386,322

 $
 9,295,239

 Weighted average shares outstanding of Class A Ordinary Shares subject to possible redemption, basic and diluted

 17,987,355

 21,240,488

 Basic and diluted net income per share- Class A Ordinary Shares subject to possible redemption

 $
 0.19

 $
 0.35

 Weighted average shares outstanding of non-redeemable Class A Ordinary Shares Ordinary Shares, basic and diluted

 121,644

 -

 Basic and diluted net income per share- non-redeemable Class A Ordinary Shares Ordinary Shares

 $
 0.19

 $
 -

 Weighted average shares outstanding of non-redeemable Class B Ordinary Shares Ordinary Shares, basic and diluted

 5,188,478

 Basic and diluted net income per share- non-redeemable Class B Ordinary Shares Ordinary Shares

 $
 0.19

 $
 0.35

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

 F- 5

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Class A

 Class B

 Additional

 Total

 Ordinary Shares

 Ordinary Shares

 Paid-in

 Accumulated

 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance
– January 1, 2022

 -

 $
 -

 $

 $
 -

 $
 ( 14,534,788
)

 $
 ( 14,534,257
)

 Accretion of Class A Ordinary Shares to redemption amount

 ( 3,116,565
)

 ( 3,116,565
)

 Net income

 -

 -

 -

 -

 -

 9,295,239

 9,295,239

 Balance – December 31, 2022

 -

 $
 -

 $

 $
 -

 $
 ( 8,356,114
)

 $
 ( 8,355,583
)

 Balance

 -

 $
 -

 $

 $
 -

 $
 ( 8,356,114
)

 $
 ( 8,355,583
)

 Conversion of Class B Ordinary Shares to Class A Ordinary Shares

 600,000

 ( 600,000
)

 ( 60
)

 -

 -

 -

 Fair value of Ordinary Shares issued in satisfaction of professional legal fees

 -

 -

 -

 -

 -

 523,000

 523,000

 Return of excess contribution capital to Legacy Sponsor

 -

 -

 -

 -

 -

 ( 49,093
)

 ( 49,093
)

 Fair value of Class B Ordinary Shares issued pursuant to Non-Redemption Agreements

 -

 -

 -

 -

 3,444,008

 -

 3,444,008

 Allocation of Polar Capital Investment payable proceeds to equity instrument

 -

 -

 -

 -

 409,091

 -

 409,091

 Accretion of Class A Ordinary Shares to redemption amount

 -

 -

 -

 -

 3,853,099

 2,126,297

 ( 1,726,802
)

 Net income

 -

 -

 -

 -

 -

 4,386,322

 4,386,322

 Balance - December 31, 2023

 600,000

 $

 4,710,122

 $

 $
 -

 $
 ( 1,369,588
)

 $
 ( 1,369,057
)

 Balance

 600,000

 $

 4,710,122

 $

 $
 -

 $
 ( 1,369,588
)

 $
 ( 1,369,057
)

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

 F- 6

 STATEMENTS
OF CASH FLOWS

 Year ended

 Year ended

 12/31/2023

 12/31/2022

 Cash flows from operating activities

 Net income

 $
 4,386,322

 $
 9,295,239

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

 Interest earned on cash (investments) held in Trust Account

 ( 8,914,159
)

 ( 3,113,621
)

 Gain on settlement of professional legal fees

 ( 351,409
)

 -

 Gain on settlement of deferred underwriting fees attributable to Public Warrants

 ( 246,814
)

 -

 Change in fair value of derivative Warrant liabilities

 ( 364,515
)

 ( 7,385,581
)

 Non-redemption expense

 3,444,008

 -

 Change in operating assets and liabilities

 Prepaid expenses

 305,330

 411,833

 Account payable

 397,465

 85,131

 Accrued expenses

 167,798

 -

 Net cash used in operating activities

 ( 1,175,974
)

 ( 706,999
)

 Cash flows from investing activities

 Trust Account withdrawal - redemption

 169,088,048

 -

 Net cash provided by investing activities

 169,088,048

 -

 Cash flows from financing activities

 Proceeds from Polar Capital Investment payable-related party

 500,000

 207,500

 Repayment of Legacy Working Capital Loans

 ( 177,500
)

 -

 Return of excess contribution capital to Legacy Sponsor

 ( 49,093
)

 -

 Due to related party

 ( 24,821
)

 ( 352,081
)

 Proceeds of Legacy Working Capital Loans

 35,000

 -

 Redemption of Class A Ordinary Shares

 ( 169,088,048
)

 -

 Net cash used in financing activities

 ( 168,804,462
)

 ( 144,581
)

 Net decrease in cash

 ( 892,388
)

 ( 851,580
)

 Cash, beginning of period

 936,434

 1,788,014

 Cash, end of period

 $
 44,046

 $
 936,434

 Supplemental disclosure of non-cash investing and financing activities

 Fair value of Ordinary Shares issued in satisfaction of professional legal fees

 $
 523,000

 $
 -

 Deferred underwriting fees waiver

 $
 7,187,357

 $
 -

 Allocation of Polar Capital Investment payable proceeds to equity instrument

 $
 409,091

 $
 -

 Accretion of Class A Ordinary Shares to redemption value

 $
 1,726,802

 $
 3,116,565

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

 F- 7

 NOTES

 NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Digital Acquisition Corp. (the "Company") is a blank check company incorporated in the Cayman Islands on March 8, 2021. The
Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses (the "Business Combination"). The Company is an early stage
and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.

 As
of December 31, 2023, the Company had not yet commenced any operations. All activity for the period March 8, 2021 (inception) through
December 31, 2023, relates to the Company's formation, the initial public offering that was consummated by the Company on October
19, 2021 (the "Initial Public Offering") which is described below, and the search for a target business with which to consummate
an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from
the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

 The
Company's sponsor was originally Compass Digital SPAC LLC (the "Legacy Sponsor"), until August 31, 2023 and has been
HGC Opportunity, LLC (the "New Sponsor" together, with the Legacy Sponsor, the "Sponsors"), a Delaware limited
liability company, since August 31, 2023 (see Note 5). The Registration Statement on Form S-1 for the Initial Public Offering, initially
filed with the Securities and Exchange Commission (the "SEC") on March 12, 2021, as amended (File No. 333-259502) was declared
effective on October 14, 2021 (the "IPO Registration Statement"). On October 19, 2021, the Company consummated the Initial
Public Offering of 20,000,000 units ("Units" and, with respect to the (i) shares of Class A Ordinary Shares (as defined below)
included in the Units offered, the "Public Shares" and (ii) redeemable warrants included in the Units offered, the "Public
Warrants"), at $ 10.00 per Unit, generating gross proceeds of $ 200,000,000. Each Unit consists of one Class A Ordinary Share of
the Company, par value $ 0.0001 per share (the "Class A Ordinary Shares"), and one-third of one Public Warrant (see Note 3).

 Certain
institutional anchor investors (the "Institutional Anchor Investors") that are not affiliated with the Company, the Sponsors,
or the Company's officers, directors, or any member of the Company's management purchased an aggregate of 20,000,000 Units.
The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 200,000,000.

 Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the "Private Placement
Warrants" and together with the Public Warrants, the "Warrants") to the Legacy Sponsor at a price of $ 1.50 per Private
Placement Warrant, and the underwriters of the Initial Public Offering, generating gross proceeds of $ 7,000,000 (such sale, the "Private
Placement") (see Note 4). Concurrently with the closing of the Private Placement, the Legacy Sponsor sold an aggregate of 186,667
 Private Placement Warrants to the Institutional Anchor Investors for $ 280,000.

 The
Institutional Anchor Investors also purchased equity interests of the Legacy Sponsor equivalent to 1,547,727 Founder Shares (as defined
in Note 5) from the Legacy Sponsor at the original purchase price of $ 0.004 per share. The Founder Shares will automatically convert
into Class A Ordinary Shares at the Business Combination on a one-for-one basis, subject to adjustment as provided in its Amended and
Restated Memorandum and Articles of Association (as amended and currently in effect, the "Amended and Restated Charter").

 Transaction
costs amounted to $ 11,929,189, consisting of $ 4,000,000 of underwriting fees, $ 7,000,000 of deferred underwriting fees and $ 929,189 of
other offering costs. Of these transaction fees, the Company subsequently obtained a discount related to the underwriter fees of $ 199,999
and expensed $ 631,124 related to the allocation of offering costs and Founders Shares to Warrant expense. Other non-cash transaction
costs include the fair value in excess of consideration of $ 10,414,655 in relation to Founder Shares purchased by Institutional Anchor
Investors. Subsequent to the Initial Public Offering close, there was an additional $ 676,712 in related transaction offering costs incurred,
of which $ 37,917 related to the allocation of offering costs and Founders Shares to warrant expense in 2021.

the closing of the Initial Public Offering on October 19, 2021, an amount of $ 200,000,000 ($ 10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement was placed
in a trust account located in the United States (the "Trust Account") and have been held in an demand deposit account at
a bank or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act
of 1940, as amended (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 selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of
Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination
and (ii) the distribution of the Trust Account, as described below.

 F- 8

 NOTES

 The
underwriters of the Initial Public Offering notified the Company of their intention to partially exercise the over-allotment option on
November 30, 2021 (the "Over-Allotment"). As such, on November 30, 2021, the Company consummated the sale of an additional
 1,240,488 Units, at $ 10.00 per Unit, and the sale of an additional 165,398 Private Placement Warrants, at $ 1.50 per Private Placement
Warrant, generating total gross proceeds of $ 12,404,880 and $ 248,097, respectively. The underwriters forfeited the balance of the over-allotment
option. A total of $ 12,404,880 of the net proceeds of the Over-Allotment was deposited into the Trust Account, bringing the aggregate
proceeds deposited into the Trust Account in connection with the Initial Public Offering to $ 212,404,880. The Company incurred additional
offering costs of $ 682,268 in connection with the Over-Allotment (of which $ 434,171 was for deferred underwriting fees). On August 11,
2023 and August 14, 2023, the underwriters informed the Company of their decision to waive their rights to the deferred underwriting
commission held in the Trust Account.

 The
Company's management ("Management") has broad discretion with respect to the specific application of the net proceeds
of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are being applied generally
toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses
that together have a fair market value equal to at least 80 % of the balance in the Trust Account (less any taxes payable on interest
earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only
complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the 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. There is no assurance that the Company will be able to successfully effect a Business Combination.

 The
Company will provide its holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to
redeem their shares without voting, and if they do vote, irrespective 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 either immediately
prior to or upon such closing of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination.

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

 The
Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($ 10.65
per Public Share as of December 31, 2023, 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). There will be no redemption rights upon the completion of a Business Combination
with respect to the Warrants. These Class A Ordinary Shares were recorded at a redemption value and classified as temporary equity upon
the completion of the Initial Public Offering, in accordance with the Financial Accounting Standard Board ("FASB") Accounting
Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity" ("ASC 480").

 If
a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Charter, offer such redemption pursuant to the tender offer rules of the SEC, and
file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior
to completing a Business Combination.

 F- 9

 NOTES

 The
Sponsors have agreed (i) to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in
favor of a Business Combination, (ii) not to propose an amendment to the Amended and Restated Charter with respect to the Company's
pre-Business Combination activities prior to the closing of a Business Combination unless the Company provides dissenting public shareholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment; (iii) not to redeem any shares (including
the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder 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 shareholder
approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Charter relating to shareholders'
rights of pre-Business Combination activity and (iv) that the Founder Shares shall not participate in any liquidating distributions upon
winding up if a Business Combination is not consummated. However, the Sponsors 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.

 If
the Company is unable to complete a Business Combination by July 19, 2024 (the "Combination Period"), the Company will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days
thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Public Shares, which redemption will completely extinguish Public Shareholders' rights as shareholders (including the
right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining shareholders and the Company's board of directors (the "Board
of Directors"), liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims
of creditors and the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the
assets remaining available for distribution will be less than the $ 10.54 per Public Share (as of December 31, 2023).

 The
Sponsors have agreed that they will be liable to the Company if and to the extent any claims by a third party (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 entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce
the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the day of liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value
of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). However, the Company
has not asked the Sponsors to reserve for such indemnification obligations, nor has the Company independently verified whether the
Sponsors have sufficient funds to satisfy its indemnity obligations and believe that the Sponsors' only assets are securities
of the Company. Therefore, the Company cannot assure its shareholders that the Sponsors would be able to satisfy those obligations.
None of the Company's officers or directors will indemnify the Company for claims by third parties including, without limitation,
claims by vendors and prospective target businesses. The Company seeks to reduce the possibility that the Sponsors will have to indemnify
the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or
other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account.

 On
August 30, 2023, the Legacy Sponsor and the New Sponsor entered into an agreement (the "Sponsor Purchase Agreement"), and
on August 31, 2023, the Legacy Sponsor and the New Sponsor consummated the transactions contemplated thereby (the "Sponsor Handover").
Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Handover: (i) the Legacy Sponsor transferred 3,093,036 Founder
Shares and 4,645,398 Private Placement Warrants to the New Sponsor; (ii) New Sponsor agreed to cause the Company to pay an aggregated
amount of $ 300,000 in cash consideration upon closing of the Business Combination at the Legacy Sponsor's direction to entities
or accounts as directed by the Legacy Sponsor (including the repayment of the $ 125,000 balance of the note payable to the Legacy Sponsor);
(iii) New Sponsor entered into a joinder to the Company's existing registration rights agreement; (iv) the Legacy Sponsor assigned
the existing administrative services agreement with the Company to the New Sponsor; (v) all of the members of the Board of Directors
and officers of the Company resigned, and Daniel J. Hennessy, Thomas D. Hennessy, Kirk Hovde, Matt Schindel and M. Joseph Beck were appointed
as directors and Thomas D. Hennessy and Nick Geeza were appointed as the Chief Executive Officer and the Chief Financial Officer of the
Company, respectively, and (vi) the Company entered into an amendment to the existing Letter Agreement dated October 14, 2021 (as amended,
the "Letter Agreement") with the Legacy Sponsor, the New Sponsor and the Company's former officers and directors, pursuant
to which the New Sponsor became a party to the Letter Agreement and all Founder Shares and Private Placement Warrants transferred to
the New Sponsor remain subject to the terms of the Letter Agreement. Following the Sponsor Handover, the Legacy Sponsor retained 193,310 Class A Ordinary Shares, 1,326,798
Founder Shares and no Private Placement Warrants.

 F- 10

 NOTES

 Between
October 10, 2023 and October 19, 2023, the Company and the New Sponsor entered into agreements with unaffiliated third party investors
(the "Non-Redemption Agreements") in exchange for such investors agreeing not to redeem an aggregate of 4,998,734
 Public Shares (the "Non-Redemption Shares")
at the extraordinary general meeting on October 19, 2023 called by the Company (the "2023 EGM") to approve proposals to amend
the Amended and Restated Charter to (i) extend the date by which the Company must consummate an initial business combination (the "Extension
Amendment Proposal") from October 19, 2023 to July 19, 2024 (the "Extension") and (ii) to provide for the right of
a holder of the Company's Class B Ordinary Shares, par value $ 0.0001
 per share (the "Class B Ordinary Shares",
and together with the Class A Ordinary Shares, the "Ordinary Shares") convert such shares into Class A Ordinary Shares on
a one-for-one basis at any time and from time to time prior to the closing of a Business Combination at the election of the holder (the
"Founder Share Amendment Proposal" and together with the Extension Amendment Proposal, the "Charter Amendment Proposals").
In exchange for the foregoing commitment with the Company not to redeem the Non-Redeemed Shares, the New Sponsor agreed to transfer to
such investors an aggregate of 749,810
 Founder Shares held by the New Sponsor, promptly
following the closing of the Business Combination (but no later than two business days after the satisfaction of the requisite conditions
to such transfer) if they do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the 2023
EGM and the Extension Amendment Proposal is approved. As of December 31, 2023, the Company estimated the aggregate fair value of the
 749,810
 Class B Ordinary Shares attributable to such investors to be $ 3,444,008
 or on a weighted average of $ 4.59
 per share. The fair value of the Class B Ordinary Shares was determined to be an expense
in accordance with SEC Staff Accounting Bulletin Topic 5T, "Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)"
("SAB 5T").

 At
the 2023 EGM on October 19, 2023, the shareholders of the Company approved the Charter Amendment Proposals.

 In
connection with the vote to approve the Charter Amendment Proposals, Public Shareholders holding 16,045,860 Public Shares (after giving
effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account
(the "2023 Redemptions"). As a result, approximately $ 169.1 million (approximately $ 10.54 per share) was removed from the
Trust Account to pay such holders.

on October 19, 2023, the Sponsors also converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A Ordinary
Shares (the "Founder Share Conversion") and waived any right to receive funds from the Trust Account with respect to the
Class A Ordinary Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable
to the original Founder Shares under the terms of the Letter Agreement. Following the Sponsor Handover, 2023 Redemptions and the Founder
Share Conversion, as of December 31, 2023, the Company had 5,794,628 Class A Ordinary Shares outstanding.

 Liquidity
and Going Concern

 As
of December 31, 2023, the Company had $ 44,046 in its operating bank accounts and working capital deficit of $ 780,593.

 To
date, the Company's liquidity needs have been satisfied through a payment of $ 25,000 from the Legacy Sponsor to cover certain expenses
on behalf of the Company in exchange for the issuance of the Founder Shares, a loan of approximately $ 195,000 from the Legacy Sponsor
pursuant to a promissory note for up to $ 250,000 (the "Pre-IPO Note"), and the net proceeds from the consummation of the
Private Placement not held in the Trust Account. The Company fully repaid the Pre-IPO Note on October 19, 2021. No additional borrowing
is available under the Pre-IPO Note (see Note 5). Also, as of December 31, 2023, the Company had drawn $ 500,000 from the Polar Capital
Investment that was fair valued at $ 90,909 (as defined in Note 5) and has $ 125,000 outstanding from the Legacy Working Capital Loans
(as defined in Note 5) (see Note 5).

 Based
on the foregoing, Management believes that the Company may not have sufficient working capital to meet its anticipated obligations through
the earlier of the consummation of an Initial Business Combination or one year from the date of the accompanying financial statements.
Over this time period, the Company will be using these funds for paying existing accounts payable, operating costs, identifying and evaluating
prospective Initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 F- 11

 NOTES

 In
connection with the Company's assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40 "Presentation
of Financial Statements – Going Concern," the Company has until July 19, 2024 to consummate a Business Combination. It is
uncertain that the Company will be able to consummate a Business Combination by this time and the Company lacks the financial resources
it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the accompanying
financial statements. If a Business Combination is not consummated with the Combination Period, there will be a mandatory liquidation
and subsequent dissolution of the Company. The Company cannot provide any assurance that (i) new financing will be available to it on
commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial Business Combination will be successful. Management
has determined that the liquidity condition and mandatory liquidation should a Business Combination not occur, and potential subsequent
dissolution raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements
do not include any adjustments that might result from the Company's inability to continue as a going concern.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

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

 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved.

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

 Risks
and Uncertainties

 Various
social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising
trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States
and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such
as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and
economic uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company's
ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed
sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs,
trade wars and other governmental actions, could have a material adverse effect on the Company's ability to complete a Business
Combination and the value of the Company's securities.

 Management
continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that
these types of risks could have a negative effect on the Company's financial position, results of its operations and/or search
for a target company, the specific impact is not readily determinable as of the date of the accompanying financial statements. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 F- 12

 NOTES

 Use
of Estimates

 The
preparation of the accompanying 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 accompanying
financial statements and the reported amounts of revenues and expenses during the reporting period.

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

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $ 44,046 and $ 936,434 of cash and no cash equivalents as of December 31, 2023 and 2022, respectively.

 Cash
(Investments) Held in Trust Account

 At
December 31, 2023 and 2022, the Company has $ 55,347,556 and $ 215,521,445, respectively, in cash (investments) held in the Trust Account.

 At
December 31, 2023 all of the assets held in the Trust Account were held in cash and at December 31, 2022, substantially all of the assets
held in the Trust Account were held in money market funds that are invested primarily in U.S. Treasury securities. 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 investments are included
in interest earned on cash (investments) held in Trust Account in the accompanying statements of operations. The estimated fair values
of cash (investments) held in the Trust Account are determined using available market information.

 On
October 19, 2023, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds
in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee,
until the earlier of the consummation of the initial Business Combination or the Company's liquidation. As a result, following
the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are
no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

 Class
A Ordinary Shares Subject to Redemption

 The
Company accounts for its Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject
to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Ordinary
Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other
times, Ordinary Shares are classified as shareholders' deficit. The Ordinary Shares feature certain redemption rights that are
considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, Ordinary
Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' deficit
section of the accompanying balance sheets. Additionally, for the year ended December 31, 2023, the Company recorded accretion on the
Class A Ordinary Shares of $ 8,914,159 to redemption value related to the interest in the Trust Account. For the year ended December 31,
2022, the Company recorded accretion on the Class A Ordinary Shares of $ 3,116,565 to redemption value related to the interest in the
Trust Account.

 Income
Taxes

 The
Company complies with the accounting and reporting requirements of FASB ASC Topic 740, "Income Taxes" ("ASC 740"),
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.

 F- 13

 NOTES

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits,
if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December
31, 2023 and 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Therefore, the Company's
tax provision was zero for the period presented.

 Offering
Costs Associated with the Initial Public Offering

 Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the accompanying balance sheet dates that are
directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated
using the relative fair values of the Class A Ordinary Shares and Warrants. The costs allocated to Warrants were recognized in other
expenses, and those related to the Class A Ordinary Shares were charged against the carrying value of Class A Ordinary Shares. The Company
complies with the requirements of the FASB ASC Topic 340-10-S99-1, "Other Assets and Deferred Costs".

 Net
Income Per Ordinary Share

 The
Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." The Company
has two classes of Ordinary Shares Class A Ordinary Shares and Class B Ordinary Shares. Income is shared pro rata between the two classes
of Ordinary Shares. Net income per Ordinary Share is calculated by dividing the net income by the weighted average of Ordinary Shares
outstanding for the respective period. As of December 31, 2023 and 2022, the inclusion of financial instruments in the calculation of
earnings per share is contingent on a future event. As a result, diluted net income per Ordinary Share is the same as basic net income
per Ordinary Share for the years presented. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings
per share as the redemption value approximates fair value.

 The
following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per
share for each class of ordinary shares:

 SUMMARY
OF EARNINGS PER SHARE, BASIC AND DILUTED

 For The Year Ended

 December 31, 2023

 For The Year Ended

 December 31, 2022

 Redeemable Class A Ordinary Shares

 Numerator: Net income allocable to Redeemable Class A Ordinary Shares

 $
 3,386,561

 $
 7,436,191

 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares

 Basic and diluted weighted average shares outstanding, Redeemable Class A Ordinary Shares

 17,987,355

 21,240,488

 Basic and diluted net income per share, Redeemable Class A Ordinary Shares

 $
 0.19

 $
 0.35

 Non-Redeemable Class A Ordinary Shares

 Numerator: Net income allocable to non-redeemable Class A Ordinary Shares

 Net income allocable to non-redeemable Class A Ordinary Shares

 $
 22,902

 $
 -

 Denominator: Weighted Average Non-Redeemable Class A Ordinary Shares

 121,644

 -

 Basic and diluted net income per share, non-redeemable Class A Ordinary Shares

 $
 0.19

 $
 0.00

 Non-Redeemable Class B Ordinary Shares

 Numerator: Net income allocable to non-redeemable Class B Ordinary Shares

 Net income allocable to non-redeemable Class B Ordinary Shares

 $
 976,858

 $
 1,859,048

 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares

 5,188,478

 Basic and diluted net income per share, non-redeemable Class B Ordinary Shares

 $
 0.19

 $
 0.35

 F- 14

 NOTES

 Warrant
Liability

 The
Company accounts for its Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 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 Ordinary Shares, 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 additional paid-in capital 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 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 accompanying statements of operations.

 Derivative
Financial Instruments

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

 The
Company accounts for the conversion features in the Legacy Working Capital Loans under Topic 815. The conversion features were classified
as a derivative liability and the Company has determined that the fair value was immaterial at December 31, 2023 and 2022.

 Concentration
of Credit Risk

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 Corporation coverage limit of $ 250,000. Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

 F- 15

 NOTES

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, "Fair
Value Measurement," ("ASC 820") approximates the carrying amounts represented in the accompanying balance sheets, primarily
due to their short-term nature, except for the derivative warrant liabilities (see Note 10).

 The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that
framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a
liability in the Company's principal or most advantageous market in an orderly transaction between market participants on the measurement
date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use
in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable
inputs reflect the entity' own assumptions based on market data and the entity's judgments about the assumptions that market
participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

 Level
1-Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable
inputs, such as quoted prices in active markets for identical assets or liabilities.

 Level
2-Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying
terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted
intervals.

 Level
3-Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little
or no market data exists for the assets or liabilities.

Accounting Pronouncements

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

 Note
3 - INITIAL PUBLIC OFFERING

 On
October 19, 2021, the Company sold 20,000,000 Units at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 200,000,000,
and incurring offering costs of $ 11,929,189, consisting of $ 4,000,000 of underwriting fees, $ 7,000,000 of deferred underwriting fees
and $ 929,189 of other offering costs. Each Unit consists of one Public Shares and one-third of one Public Warrant. Each whole Public
Warrant entitles the holder to purchase one Class A Ordinary Share at an exercise price of $ 11.50 per whole share.

 The
Institutional Anchor Investors purchased an aggregate of 20,000,000 Units at the offering price of $ 10.00 per Unit.

 The
underwriters notified the Company of their intention to partially exercise the Over-Allotment option on November 30, 2021. As such, on
November 30, 2021, the Company consummated the sale of an additional 1,240,488 Units, at $ 10.00 per Unit, and the sale of an additional
 165,398 Private Placement Warrants, at $ 1.50 per Private Placement Warrant, generating total gross proceeds of $ 12,404,880 and $ 248,097,
respectively. The underwriters forfeited the balance of the Over-Allotment option. A total of $ 12,404,880 of the net proceeds was deposited
into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $ 212,407,824 including $ 2,944 in interest. The Company
incurred additional offering costs of $ 682,269 in connection with the Over-Allotment (of which $ 434,171 was for deferred underwriting
fees). On August 11, 2023 and August 14, 2023, the underwriters informed the Company of their decision to waive their rights to the deferred
underwriting commission held in the Trust Account.

 Note
4 - PRIVATE PLACEMENT

 Simultaneously
with the closing of the Initial Public Offering, the Legacy Sponsor and underwriters of the Initial Public Offering purchased 4,666,667
Private Placement Warrants at a price of $ 1.50 per warrant, generating total proceeds of $ 7,000,000 to the Company. Substantially concurrently
with the closing of the Private Placement, the Legacy Sponsor sold an aggregate of 186,667 Private Placement Warrants to the Institutional
Anchor Investors for $ 280,000 (see Note 7). In connection with the partial exercise of the Over-Allotment option, the Legacy Sponsor
purchased an additional 165,398 Private Placement Warrants at a purchase price of $ 1.50 per whole Private Placement Warrant.

 F- 16

 NOTES

 Each
Private Placement Warrant is identical to the Public Warrants, except there are no redemption rights or liquidating distributions from
the Trust Account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business
Combination within the Combination Period.

 Note
5 - RELATED PARTY TRANSACTIONS

 Founder

 On
March 9, 2021, the Company issued an aggregate of 5,750,000 shares of Class B Ordinary Shares (the "Founder Shares") to the
Legacy Sponsor for an aggregate purchase price of $ 25,000. Also, on May 13, 2021, the Legacy Sponsor transferred an aggregate of 721,402
Founder Shares to the Company's independent directors at their original issue price. The Founder Shares include an aggregate of
up to 750,000 shares subject to forfeiture by the Legacy Sponsor to the extent that the Over-Allotment was not exercised in full or in
part, so that the Legacy Sponsor would collectively own, on an as-converted basis, 20 % of the Company's issued and outstanding
shares after the Initial Public Offering. On November 30, 2021, the underwriters partially exercised the Over-Allotment option to purchase
an additional 1,240,488 Units. As a result, the Company forfeited 439,878 Class B Ordinary Shares. On October 19, 2023, the Sponsors
converted an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A Ordinary Shares in the Founder Share Conversion.
As of December 31, 2023 and 2022, the Company has 4,710,122 and 5,310,122 Class B Ordinary Shares issued and outstanding, respectively.

 The
Sponsors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the
completion of a Business Combination or (ii) the date on which the Company completes liquidation, merger, capital stock exchange or similar
transaction that results in the Company's shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property. Notwithstanding the foregoing, if the last sale price of the Class A Ordinary Shares 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 120 days after the Business Combination, the Founder Shares will be released from the lock-up.

 In
connection with the closing of the Initial Public Offering, the Legacy Sponsor sold equity interest of the Legacy Sponsor equivalent
to 1,547,727
Founder Shares to the Institutional Anchor Investors at the original purchase price of $ 0.004
per share. The Company estimated the aggregate fair value of the Founder Shares attributable to the Institutional Anchor Investors
to be $ 6.73
per share. The fair value of the Founder Shares was valued based on the probability of the Company completing a Business Combination
and marketability. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with SEC
Staff Accounting Bulletin Topic 5A, "Expensing of Offering", and SAB 5T. Accordingly, the offering cost was allocated
to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total
proceeds received. Offering costs related to the Founder Shares amounted to $ 10,414,655,
of which $ 10,062,469
was charged to shareholders' deficit upon the completion of the Initial Public Offering and $ 352,186
was expensed to the accompanying statements of operations and included in transaction costs attributable to Warrant
liabilities.

 In connection
with the Non-Redemption Agreements, the New Sponsor agreed to transfer to such investors an aggregate of 749,810 Founder Shares held by
the New Sponsor promptly following the closing of the Business Combination (but no later than two business days after the satisfaction
of the requisite conditions to such transfer). The Company estimated the aggregate fair value of the 749,810 Class B Ordinary Shares attributable
to such investors to be $ 3,444,008 or on a weighted average of $ 4.59 per share, which is estimated by taking into considerations the estimated
probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges to eliminate the
investor's exposure to changes in the price of their Class B Ordinary Shares. The fair value of the Class B Ordinary Shares was
determined to be an expense in accordance with SAB 5T.

 Promissory
Note - Related Party

 On
March 9, 2021, the Legacy Sponsor agreed to loan the Company an aggregate of up to $ 250,000 to cover expenses related to the Initial
Public Offering pursuant the Pre-IPO Note. The Pre-IPO Note was non-interest bearing and is payable on the earlier of (i) December 31,
2021 or (ii) the consummation of the Initial Public Offering. The Company drew $ 195,000 from the Pre-IPO Note and repaid the Pre-IPO
Note in full on October 19, 2021.

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsors, an affiliate of the Sponsors, or the Company's
former officers and directors or current directors or officers may, but are not obligated to, loan the Company funds as may be required
(the "Legacy Working Capital Loans"). Such Legacy 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 $ 1,000,000
of notes may be converted upon consummation of a Business Combination into warrants at a price of $ 1.50 per warrant. The warrants would
be identical to the Private Placement Warrants. 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 Legacy Working Capital Loans, but no proceeds held in the Trust Account would
be used to repay the Legacy Working Capital Loans.

 F- 17

 NOTES

 As
of December 31, 2021, there was a written agreement in place of the Legacy Working Capital Loans. The Company issued an unsecured promissory
note (the "WCL Note") in the principal amount of up to $ 1,000,000 to YAS International, LLC (d/b/a Gupta Capital Group),
an affiliate of the Legacy Sponsor ("GCG"). The WCL Note bears no interest and is repayable in full upon consummation of
the initial Business Combination. GCG has the option to convert any unpaid balance of the WCL Note into warrants to purchase one share
of Class A Ordinary Shares (the "Working Capital Warrants") equal to the principal amount of the Note so converted divided
by $ 1.50. The terms of any such Working Capital Warrants will be identical to the terms of the Private Placement Warrants. As of December
31, 2023 and 2022, the Company has drawn $ 125,000 and $ 267,500 outstanding, respectively, on the Legacy Working Capital Loans. The Company
determined that the conversion option embedded in its Legacy Working Capital Loans should be bifurcated and accounted for as a derivative
in accordance with ASC 815. However, the exercise price of the underlying Working Capital Warrants was greater than the closing price
of the Class A Ordinary Shares as of December 31, 2023, and when the Legacy Working Capital Loans were drawn on. The Company believes
that the likelihood of GCG's exercise of the option to convert to Working Capital Warrants is de minimis. As a result, the Company
recorded zero liability related to the conversion option on the Legacy Working Capital Loans.

 On
September 6, 2023, the Company entered into a subscription agreement (the "Polar Subscription Agreement") with the New Sponsor
and Polar Multi-Strategy Master Fund ("Polar"), pursuant to which Polar agreed to fund up to $ 1,500,000 to Company, subject
to certain funding milestones. Once the Company has reached a defined milestone, upon on at least five (5) calendar days' prior
written notice, the New Sponsor may require a drawdown against the capital commitment in order to meet the New Sponsor's commitment
to the Company under a drawdown request (such funded amounts, the "Polar Capital Investment"). As of December 31, 2023, the
Company has drawn $ 500,000 on the Polar Capital Investment. The Capital Investment will be repaid to Polar by the Company upon the closing
of an initial Business Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class A Ordinary Shares at a rate
of one Class A Ordinary Share for each ten dollars of the Polar Capital Investment. The Company must (i) to the extent feasible and in
compliance with all applicable laws and regulations register the shares issued to Polar as part of any registration statement issuing
shares before or in connection with the closing of a Business Combination or (ii) if no such registration statement is filed in connection
with the closing of a Business Combination, promptly register such shares pursuant to the first registration statement filed by the Company
or the surviving entity following a Business Combination, which shall be filed no later than 30 days after the closing of a Business
Combination and declared effective no later than 90 days after the closing of a Business Combination. In consideration of the Polar Capital
Investment, the Company has agreed to issue, or cause the surviving entity in the Business Combination to issue, 0.9 of a Class A ordinary
share of the surviving entity for each dollar of the Polar Capital Investment funded as of or prior to the closing of the Business Combination.
Upon certain events of default under the Polar Subscription Agreement, the Company (or the surviving entity, as applicable) must issue
to Polar an additional 0.1 of a Class A ordinary share for each dollar of the Capital Investment funded as of the date of such default,
and for each month thereafter until such default of failure is cured, subject to certain limitations provided for therein. In the event
the Company liquidates without consummating a Business Combination, any amounts remaining in the Company's cash accounts (excluding
the Trust Account) will be paid to Polar by the Company within five (5) calendar days of the liquidation, and such amounts will be the
sole recourse for Polar. As of December 31, 2023, the Company has drawn $ 500,000 on the Polar Capital Investment. The Company determined
that the conversion option embedded in Polar Capital Investment should be bifurcated and accounted for as a derivative in accordance
with ASC 815. The Company selected the fair value method in the allocation of proceeds to the debt and equity instruments issued in connection
with the Polar Capital Investment. As of December 31, 2023, $ 409,091 has been allocated as debt discount to reduce the fair value of
the Polar Capital Investment to $ 90,909 as liabilities on the accompanying balance sheets. Further, $ 409,091 that has been allocated
to Class A Ordinary Shares is presented as additional paid in capital on the accompanying statements of changes in shareholders'
deficit.

 Administrative
Support Agreement

 Commencing
on October 14, 2021, and until completion of our initial Business Combination or liquidation, we may reimburse our Sponsor up to an amount
of $ 10,000 per month for office space and secretarial and administrative support pursuant to the Administrative Services Agreement. Per
the Administrative Services Agreement, it is at our option as to whether or not to pay this administrative fee. There was $ 40,000 and
$ 30,000 paid for the year ending December 31, 2023 and 2022, respectively. There was $ 120,000 and $ 30,000 expenses incurred during the
year ending December 31, 2023 and 2022, respectively. The Prior Sponsor assigned the Administrative Services Agreement with to our Sponsor
on August 31, 2023 in connection with the Sponsor Handover.

 Note
6 - COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and any Working Capital Warrants (and in each case holders of their underlying
securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement entered into in connection
with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only
after conversion to the Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands,
excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggyback"
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.

 F- 18

 NOTES

 Underwriter's
Agreement

 In
connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase
up to 3,000,000 additional Units to cover over-allotments, if any. On November 30, 2021, the underwriters purchased an additional 1,240,488
Units pursuant to the partial exercise of the Over-Allotment. The Units sold in the Over-Allotment were sold at an offering price of
$ 10.00 per Unit, generating aggregate additional gross proceeds of $ 12,404,880 to the Company.

 The
underwriters of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial
Public Offering, or $4,000,000 (or $4,600,000 if the Over-Allotment was exercised in full). In addition, the underwriters were entitled
to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or $8,050,000
if the Over-Allotment was exercised in full).

 On
August 11, 2023 and August 14, 2023, the Company received formal confirmations from Citigroup Global Markets Inc. and J.P. Morgan Securities
LLC, of their decisions to waive any entitlement they may have to their deferred underwriting fees payable held in the Trust Account
with respect to any Business Combination. Out of the release of $ 7,434,171 deferred underwriting fees, $ 7,187,357 is charged against
accumulated deficit in the accompanying balance sheet as of December 31, 2023 and $ 246,814 is reflected as a gain on settlement of deferred
underwriting fees in the accompanying statements of operations.

Advisory Agreements

 The
Company entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection
with the Business Combinations. The Company agreed to pay success fees for signed letters of intent and any successful acquisition. Success
fees ranged from $ 50,000 to $ 1,250,000. The Company agreed to also reimburse the financial advisors for all reasonable and documented
expenses, subject to limitations and prior written consent of the Company. Both agreements were terminated in August 2023, and no expense
was incurred or outstanding as of December 31, 2023.

 Non-Redemption
Agreements

 Between
October 9, 2023 and October 19, 2023, the Company entered into the Non-Redemption Agreements with the New Sponsor and unaffiliated third-party
investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734
 Non-Redemption Shares in connection with the
vote to approve the Charter Amendment Proposals at the 2023 EGM. In exchange for these commitments not to redeem the Non-Redemption Shares,
the New Sponsor agreed to transfer to such investors an aggregate of 749,810
 Founder Shares held by the New Sponsor promptly
following the closing of the Business Combination (but no later than two business days after the satisfaction of the requisite conditions
to such transfer). The Company estimated the aggregate fair value of the 749,810
 Class B Ordinary Shares attributable to such
investors to be $ 3,444,008
or on a weighted average of $ 4.59
per share, which is estimated by taking into considerations
the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges
to eliminate the investor's exposure to changes in the price of their Class B Ordinary Shares. The fair value of the Class B Ordinary Shares was determined to be an expense
in accordance with SAB 5T.

 Note
7 – DERIVATIVE WARRANT LIABILITIES

 The
Company issued 11,912,228 Warrants in connection with the Initial Public Offering and partial exercise of the Over-Allotment, ( 6,666,667
Public Warrants and 4,666,667 Private Placement Warrants at the time of Initial Public Offering, 413,496 Public Warrants and 165,398
Private Placement Warrants at the time of partial exercise of the Over-Allotment) in accordance with the guidance contained in ASC 815-40.
Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant was recorded
as a liability. Accordingly, the Company has classified each Warrant as a liability at its fair value. This liability is subject to re-measurement
at each balance sheet date. With each such re-measurement, the Warrant liability will be adjusted to fair value, with the change in fair
value recognized in the Company's statements of operations.

 F- 19

 NOTES

 Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire
 five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

 The
Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A
Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless
basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration is available.

 The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or
a new registration statement covering the registration, under the Securities Act of the Class A Ordinary Shares issuable upon exercise
of the Public Warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective
and to maintain a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or are redeemed, as specified
in the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is
not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is
an effective registration statement and during any period when the Company 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.

 Redemption
of Warrants when the price per Class A Ordinary Share equals or exceeds $18.00. Once the Warrants become exercisable, the Company may
redeem the Warrants for redemption:

 in
 whole and not in part;

 at
 a price of $ 0.01 per Public Warrant;

 upon
 a minimum of 30 days' prior written notice of redemption, which we refer to as the
 30-day redemption period;

 and

 if,
 and only if, the closing price of our Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,
 share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
 on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the "Reference
 Value").

 The
Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering
the issuance of the Class A Ordinary Shares issuable upon exercise of the Warrants is then effective and a current prospectus relating
to those Class A Ordinary Shares is available throughout the 30-day redemption period. If and when the Warrants become redeemable by
the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities
for sale under all applicable state securities laws.

 Redemption
of Warrants when the price per Class A Ordinary Shares share equals or exceeds $10.00. Once the Warrants become exercisable, the Company
may redeem the Warrants for redemption:

 in
 whole and not in part;

 F- 20

 NOTES

 at
 $ 0.10 per Warrant upon a minimum of 30 days' prior written notice of redemption, provided that holders will be able to exercise
 their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set
 forth under "Description of Securities - Warrants - Public Shareholders' Warrants" in the IPO Registration Statement
 based on the redemption date and the "fair market value" of our Class A Ordinary Shares;

 if,
 and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
 reorganizations, recapitalizations and the like); and

 if
 the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
 and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described
 herein with respect to a holder's ability to cashless exercise its warrants) as the outstanding Public Warrants, as described
 above.

 If
and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares
of ordinary shares 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
exercise price and number of Class A Ordinary Shares issuable upon exercise of the Warrants may be adjusted in certain circumstances
including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will
the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the
Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds
with respect to their Warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account
with the respect to such Warrants. Accordingly, the Warrants may expire worthless. If the Company calls the Public Warrants for redemption,
Management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis,"
as described in the warrant agreement. The exercise price and number of Ordinary Shares issuable upon exercise of the Public Warrants
may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization,
merger or consolidation.

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

 The
Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that
the Private Placement Warrants are not and the Ordinary Shares issuable upon the exercise of the Private Placement Warrants are not transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally,
the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers
or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted
transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public
Warrants.

 N ote
8 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

 The
Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company's control and subject
to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A Ordinary Shares with a par value
of $ 0.0001 per share. Holders of the Class A Ordinary Shares are entitled to one vote for each share. As of December 31, 2023, and 2022,
there were 5,794,628 and 21,240,488 Class A Ordinary Shares outstanding, of which 5,194,628 and 21,240,488 are subject to possible redemption
and classified outside of permanent equity in the company balance sheets.

 F- 21

 NOTES

 The
reconciliation of Class A Ordinary Shares subject to possible redemption is as follows.

 SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

 Class A Ordinary Shares subject to possible redemption at December 31, 2022

 215,521,445

 Plus:

 Accretion of Class A Ordinary Shares to redemption value

 1,726,802

 Waiver of Class A Ordinary Shares issuance costs

 7,187,357

 Less:

 Redemption of Class A Ordinary Shares

 ( 169,088,048
)

 Class A Ordinary Shares subject to possible redemption at December 31, 2023

 $
 55,347,556

 NOTE
9 – SHAREHOLDERS' DEFICIT

 Preference

 The
Company is authorized to issue 1,000,000 shares of $ 0.0001 par value preference shares. As of December 31, 2023, and 2022, there were
 no preference shares issued or outstanding.

 Class
A Ordinary Shares

 The
Company is authorized to issue up to 200,000,000 Class A Ordinary Shares, $ 0.0001 par value per share. Holders of the Class A Ordinary
Shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 5,794,628 and 21,240,488 Class A Ordinary
Shares issued and outstanding, respectively. Of the outstanding shares of Class A Ordinary Shares, 5,194,628 and 21,240,488 were subject
to possible redemption at December 31, 2023, and 2022, and therefore classified outside of permanent equity.

 Class
B Ordinary Shares

 The
Company is authorized to issue up to 20,000,000 Class B Ordinary Shares, $ 0.0001 par value per share. Holders of the Class B Ordinary
Shares are entitled to one vote for each share. At December 31, 2023 and 2022, there were 4,710,122 and 5,310,122 shares of Class B Ordinary
Shares issued and outstanding, respectively. The Company originally issued 5,750,000 Class B Ordinary Shares, and 439,878 Class B Ordinary
Shares were forfeited in the Over-Allotment. On October 19, 2023, following approval by the Company's Shareholders of the Founder
Share Amendment Proposal at the 2023 EGM, the Sponsors converted an aggregate of 600,000 Class B Ordinary Shares on a one-for-one basis
into Class A Ordinary Shares in the Founder Share Conversion. As of December 31, 2023, pursuant to the Non-Redemption Agreements, the
Sponsor agreed to transfer 749,810 Class B Ordinary Shares to certain investors on or promptly after the consummation of the Business

 The
Class B Ordinary Shares will automatically convert into shares of Class A Ordinary Shares at the time of the Business Combination on
a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the
case that additional shares of Class A Ordinary Shares, or equity linked securities, are issued or deemed issued in excess of the amounts
offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B Ordinary Shares
shall convert Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree
to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable
upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as converted basis, 20 % of the sum of the total number
of all Ordinary Shares outstanding upon the completion of the Initial Public Offering plus all shares of Class A Ordinary Shares and
equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities
issued, or to be issued, to any seller in a Business Combination, and any Working Capital Warrants). Holders of Founder Shares may also
elect to convert their Class B Ordinary Shares into an equal number of shares of Class A Ordinary Shares, subject to adjustment as provided
above, at any time.

 The
Company may issue additional ordinary or preference shares to complete its Business Combination or under an employee incentive plan after
completion of its Business Combination.

 F- 22

 NOTES

 Note
10 - FAIR VALUE MEASUREMENTS

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

 SCHEDULE
OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

 Description

 Level

 December 31, 2023

 Level

 December 31, 2022

 Asset:

 Cash (Investments) Held In Trust Account (1)

 N/A

 $
 55,347,556

 Level 1

 $
 215,521,445

 Liabilities:

 Private Placement Warrants (2)

 Level 2

 $
 238,704

 Level 2

 $
 386,566

 Public Warrants (2)

 Level 2

 $
 349,760

 Level 1

 $
 566,413

 Warrants

 (1)

 The
 fair value of the cash (investments) held in Trust Account approximates the carrying amount primarily due to the short-term nature.
 On October 19, 2023, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold
 the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act
 as trustee, until the earlier of the consummation of initial Business Combination or the Company's liquidation. Given the nature
 of the funds being held in the Trust Account, as of December 31, 2023, they are no longer subject to fair value measurement.

 (2)

 Measured
at fair value on a recurring basis.

 Warrants

 The
Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting date. Changes in
the fair value of the Warrants are recorded in the accompanying statements of operations at the end of each period. Transfers to/from
Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs.
Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade
data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The Warrants are accounted for as liabilities in accordance with ASC 815-40, and are presented within warrant liabilities on the accompanying
balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value
presented within change in fair value of warrant liabilities in the accompanying statements of operations.

 Upon
consummation of the Initial Public Offering on October 19, 2021, the Warrants were classified as Level 3 due to unobservable inputs used
in the initial valuation. On December 9, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded
in accordance with the IPO Registration Statement. Once publicly traded, the observable input qualifies the liability for treatment as
a Level 1 liability. The subsequent measurement of the Public Warrants as of December 31, 2022 was classified as Level 1 due to the use
of an observable market quote in an active market. The estimated fair value of the Public Warrants was transferred from a Level 1 measurement
to a Level 2 measurement due to lack of trading activity as of December 31, 2023. As the transfer of Private Placement Warrants to anyone
outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially
the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to
that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement
Warrants were classified as Level 2 as it references the price of Public Warrants. As of December 31, 2023, both Public Warrants and
Private Placement Warrants are measured at Level 2.

 The
following table presents the changes in the fair value of warrant liabilities:

 SCHEDULE
OF CHANGES IN FAIR VALUE OF WARRANT LIABILITIES

 Private

Placement

 Public

 Warrant

 Liabilities

 Fair value as of December 31, 2021

 $
 3,382,446

 $
 4,956,114

 $
 8,338,560

 Change in fair value (1)

 ( 2,995,880
)

 ( 4,389,701
)

 ( 7,385,581
)

 Fair value as of December 31, 2022

 $
 386,566

 $
 566,413

 $
 952,979

 Change in fair value (1)

 ( 147,862
)

 ( 216,653
)

 ( 389,336
)

 Fair value as of December 31, 2023

 $
 238,704

 $
 349,760

 $
 588,464

 (1)

 in fair value are recognized in changes in fair value of warrant liabilities in the accompanying statements of operations.

 Note
11 - SUBSEQUENT EVENTS

 The
Company evaluated events that have occurred after the balance sheet date up through the date the accompanying financial statements were
issued. Based upon the review, management did not identify any subsequent events that would have required adjustment or disclosure in
the accompanying financial statements, except as follows:

 On March 29, 2024, the
Company entered into a joinder to the Letter Agreement with each of its directors and officers, which is effective as of the Sponsor
Handover on August 31, 2023.

 F- 23

 EXHIBIT

 Exhibit

No.

 Description

 1.1

 Underwriting Agreement, dated October 14, 2021, by and among the Company, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters. (2)

 3.1

 Amended and Restated Memorandum and Articles of Association. (2)

 3.2

 Amendments to Amended and Restated Articles of Association. (6)

 4.1

 Specimen Unit Certificate. (1)

 4.2

 Specimen Class A Ordinary Share Certificate. (1)

 4.3

 Specimen Warrant Certificate. (1)

 4.4

 Warrant Agreement, dated October 14, 2021, by and between the Company and Continental, as warrant agent. (2)

 4.5

 Description of Registered Securities.*

 10.1

 Promissory Note, dated March 9, 2021, issued to an affiliate of the Prior Sponsor. (1)

 10.2

 Securities Purchase Agreement, dated as of March 9, 2021, by and between the Company and an affiliate of the Prior Sponsor. (1)

 10.3

 Letter Agreement, dated October 14, 2021, by and among the Company and its Prior Officers and Prior Directors and the Prior Sponsor. (2)

 10.4

 Investment Management Trust Agreement, dated October 14, 2021, by and between the Company and Continental, as trustee. (2)

 10.5

 Registration Rights Agreement, dated October 14, 2021, by and between the Company and certain security holders. (2)

 10.6

 Private Placement Warrants Purchase Agreement, dated October 14, 2021, by and between the Company and the Sponsor. (2)

 10.7

 Administrative Services Agreement, dated October 14, 2021, by and between the Company and the Sponsor. (2)

 10.8

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Deborah Hopkins. (2)

 10.9

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Burhan Jaffer. (2)

 10.10

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Bill Owens. (2)

 10.11

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Amit Airen. (2)

 10.12

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Abidali Neemuchwala. (2)

 10.13

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Vikram S. Pandit. (2)

 10.14

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Steven Freiberg. (2)

 10.15

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Satish Gupta. (2)

 10.16

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Jon Zieger. (2)

 10.17

 Promissory Note, dated as of December 30, 2021, issued to YAS International, LLC (d/b/a Gupta Capital Group). (3)

 10.18

 Amendment to Letter Agreement, dated as of August 31, 2023, by and among the Company, the Sponsors and the individuals party thereto. (4)

 10.19

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Thomas D. Hennesey.*

 10.20

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Nick Geeza.*

 10.21

 Indemnity
Agreement, dated August 31, 2023, by and between the Company and Daniel J. Hennessy.*

 10.22

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Joseph Beck.*

 10.23

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Anna Brunelle.

 10.24

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Kirk Hovde.*

 10.25

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Matt Schindel.*

 10.26

 Subscription Agreement, dated as of September 6, 2023, by and among the Company, the Sponsor and Polar.*

 10.27

 Form of Non-Redemption Agreement. (5)

 10.28

 Joinder
 to Letter Agreement, dated as of March 29, 2024, by and among the Company and its officers and directors.*

 Code of Ethics.*

 Letter from Marcum, dated December 15, 2023, to the Company. (7)

 Insider Trading Policies and Procedures, adopted October 14, 2021.*

 31.1

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

 31.2

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

 32.1

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

 32.2

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

 Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023.*

 99.1

 Audit Committee Charter.*

 99.2

 Compensation Committee Charter.*

 99.3

 Nominating and Corporate Governance Committee Charter.*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 (1)

 by reference to the Company's Registration Statement on Form S-1 (File No. 333-259502), filed with the SEC on September 14,
 2021.

 (2)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on October 19, 2021.

 (3)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2022.

 (4)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on September 8, 2023.

 (5)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on October 10, 2023.

 (6)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on October 20, 2023.

 (7)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on December 15, 2023.

 SIGNATURES

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

 April

 Digital Acquisition Corp.

 By:

 /s/
 Thomas D. Hennessy

 Name:

 D. Hennessy

 Title:

 Chief
 Executive Officer

 (Principal Executive Officer)

 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.

 Name

 Position

 Date

 /s/
 Thomas D. Hennessy

 Chief
 Executive Officer and Director

 April

 D. Hennessy

 (Principal
 Executive Officer)

 /s/
 Nick Geeza

 Chief
 Financial Officer

 April

 Nick
 Geeza

 (Principal
 Financial and Accounting Officer)

 /s/
 Daniel J. Hennessy

 Chairman
 of the Board

 April

 J. Hennessy

 /s/
 Joseph Beck

 April

 Joseph
 Beck

 /s/
 Anna Brunelle

 April

 Anna
 Brunelle

 /s/
 Kirk Hovde

 April

 Kirk Hovde

 /s/
 Matt Schindel

 April

 Matt Schindel