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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

 OR

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

 FOR
THE TRANSITION PERIOD FROM __________ TO ________

 COMMISSION
FILE NUMBER 001-40796

 (Exact
name of registrant as specified in its charter)

 Delaware

 86-2451181

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 Cambridgepark Drive, Suite 301

 Cambridge,
 Massachusetts

 02140

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (617) 658-3094

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

 Title
 of each class

 Trading
 Symbols

 Name
of each exchange on which registered

 Units,
 each consisting of one share of Common Stock, one redeemable Warrant, and one Right

 WINVU

 The
 Nasdaq Stock Market LLC

 Common
 Stock, par value $0.0001 per share

 WINV

 The
 Nasdaq Stock Market LLC

 Warrants
 to acquire one-half (1/2) of a share of Common Stock

 WINVW

 The
 Nasdaq Stock Market LLC

 to acquire one-fifteenth (1/15) of one share of Common Stock

 WINVR

 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 (1) has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)
and has been subject to such filing requirements for the past 90 days. 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

 At
June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value
of the registrant's shares of common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant,
was approximately $ 13,603,362.

 As
of April 15, 2024, the Registrant had 4,018,123
shares of its common stock, $0.0001 par value per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 SUMMARY RISK FACTORS

 ITEM 1. BUSINESS.

 ITEM 1A. RISK FACTORS.

 ITEM IB. UNRESOLVED STAFF COMMENTS.

 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.

 6 6

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

 6 7

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some
of the statements contained in this Annual Report on Form 10-K may constitute "forward looking statements" for purposes of
the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management
team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements.
The words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "seek," "should," "will," "would" and variations and similar words
and expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward
looking. The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs
concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will
be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements, including, but not limited to:

 our
 ability to complete our Initial Business Combination (as defined below);

 the
 anticipated benefits of an Initial Business Combination;

 the
 recent issuance by the Securities and Exchange Commission (the "SEC") of final rules to regulate special purpose acquisition
 companies;

 the
 risk of being deemed an "investment company" for purposes of the Investment Company Act of 1940, as amended (the "Investment
 Company Act");

 the
 volatility of the market price and liquidity of the Common Stock (as defined below) issued as part of the units sold in our Initial
 Public Offering ("Public Stock") and our other securities;

 the
 possibility that we may liquidate the securities held in the Trust Account (as defined below) to avoid being deemed an investment
 company;

 the
 potential impact of the federal 1% excise tax;

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

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

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

 our
 pool of prospective target businesses;

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

 the
 delisting of our securities from the Nasdaq Stock Market, LLC ("Nasdaq") or an inability to have our securities listed
 on Nasdaq following a business combination;

 our
 ability to develop and maintain an effective system of internal control over financial reporting and to accurately report financial
 results in a timely manner;

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

 the
 lack of a market for our securities;

 our
 use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; or

 our
 financial performance.

 For
a more detailed discussion of these and other factors that could cause the actual results to differ materially from those anticipated
in the forward-looking statements, see the factors described under the heading " Risk Factors " in this Annual Report
on Form 10-K. 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.

 SUMMARY
OF RISK FACTORS

 Our
business is subject to numerous risks and uncertainties, including those highlighted in the section title " Risk Factors,"
that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more
of the events or circumstances described in the section titled " Risk Factors," alone or in combination with other
events or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business,
cash flows, financial condition and results of operations. This summary only highlights the more detailed information appearing elsewhere
in this Annual Report on Form 10-K. You should read this entire report carefully, including the information under " Risk Factors "
and our financial statements and the related notes included elsewhere in this Annual Report on Form 10-K, before investing.

 We
 are an early stage company with no operating history and, accordingly, you have no basis
 on which to evaluate our ability to achieve our business objective.

 If
 we are unable to consummate our Initial Business Combination, our public stockholders may
 be forced to wait until June 17, 2024 if we extend the period of time to consummate a business
 combination by the full amount of time before receiving distributions from the Trust Account.

 Our
 independent registered public accounting firm's report contains an explanatory paragraph
 that expresses substantial doubt about our ability to continue as a "going concern."

 Our
 public stockholders may not be afforded an opportunity to vote on our proposed business combination.

 Our
 investors are not entitled to protections normally afforded to investors of blank check companies.

 We
 may issue shares of our capital stock to complete our Initial Business Combination, which
 would reduce the equity interest of our stockholders and likely cause a change in control
 of our ownership.

 The
 SEC's final rules affecting special purpose acquisition companies may increase our
 costs and the time needed to complete our Initial Business Combination.

 We
 may issue notes or other debt securities, or otherwise incur substantial debt, to complete
 a business combination, which may adversely affect our leverage and financial condition and
 thus negatively impact the value of our stockholders' investment in us.

 We
 may not have sufficient working capital to cover our operating expenses.

 If
 we combine with Trefis concurrent with our Initial Business Combination, we will become subject
 to risks affecting Trefis's business.

 Even
 though we may seek to combine with Trefis concurrent with the completion of our Initial Business
 Combination, we cannot provide any assurance that such a business combination with Trefis
 will occur at all, even if we complete an Initial Business Combination with a target business,
 or, if it does, we cannot provide any assurance as to the timing or terms thereof.

 We
 may engage in a business combination with one or more target businesses that have relationships
 with entities that may be affiliated with our executive officers, directors or insiders,
 which may raise potential conflicts of interest.

 Unstable
 market and economic conditions and adverse developments with respect to financial institutions
 and associated liquidity risk may have serious adverse consequences on our business, financial
 condition and stock price.

 We
 are required by the Nasdaq Listing Rules to consummate an Initial Business Combination within
 36 months of the effectiveness of our Initial Public Offering registration statement. In
 the event we do not consummate our Initial Business Combination within this time period,
 or securities could be subject to delisting.

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

 We
 have identified material weaknesses in our internal control over financial reporting. 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 its financial results in a timely manner,
 which may adversely affect investor confidence in the Company and materially and adversely
 affect our business and operating results.

 Our
 insiders, officers and directors control a substantial interest in us and thus may influence
 certain actions requiring a stockholder vote.

 Provisions
 in our Certificate of Incorporation and bylaws and Delaware law may inhibit a takeover of
 us, which could limit the price investors might be willing to pay in the future for our Common
 Stock and could entrench management.

 PART
I

 References
in this Annual Report on Form 10-K to "we," "us," "our" or "our Company" refer to WinVest
Acquisition Corp. References to our "founders" refers to Manish Jhunjhunwala and Jeff LeBlanc. References to our "management"
or our "management team" refer to our officers and directors, and references to our "sponsor" refers to WinVest
SPAC LLC, which is controlled by one of our founders. References to "founder shares" refer to the 2,875,000 shares of Common
Stock held or controlled by WinVest SPAC LLC prior to our initial public offering (the "Initial Public Offering"). References
to our "initial stockholders" refer to the holders of the founder shares. References to our "insiders" refer
to our officers and directors, as of the date of this Annual Report on Form 10-K, and our sponsor, WinVest SPAC LLC (the "Sponsor").
References to "Trefis" refer to Insight Guru Inc. References to the "Trust Account" refer to a trust account
in the United States established for the benefit of our public stockholders and maintained by Continental Stock Transfer & Trust
Company, acting as trustee, into which $116,150,000 in proceeds from the Initial Public Offering and the Private Placement (as defined
below) were placed. As a result of the redemption of an aggregate of 10,356,877 shares of Common Stock held by our public stockholders,
approximately $12.5 million remained in the Trust Account as of December 31, 2023.

 ITEM
1. BUSINESS.

 Introduction

 We
are a blank check company formed under the laws of the State of Delaware on March 1, 2021. We were formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this Annual Report on Form 10-K as our Initial Business Combination. As described further below, concurrent
with the completion of our Initial Business Combination, we may combine with Trefis, owner of www. Trefis.com and of proprietary machine
learning algorithms, databases, methodologies, and related technologies (the "Trefis Technology"), which was founded and
is partially owned by members of our Sponsor and certain members of our board of directors (including our Chief Executive Officer). In
addition, certain investors in Trefis also own a majority of our Sponsor in the aggregate. We will not, however, complete an Initial
Business Combination with only Trefis, and we cannot provide any assurance that such a business combination with Trefis will occur at
all, even if we complete an Initial Business Combination with a target business.

is a business and financial data analytics and technology company. Trefis utilizes the Trefis Technology to develop and produce business
and financial research and analysis. The research and analysis produced by the Trefis Technology reaches millions of users directly and
through partnerships with its media, online brokerage, and other clients.

 We
believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses,
enhance our ability to complete a successful business combination, and bring value to the post-business combination company.

 On
September 17, 2021, we consummated our Initial Public Offering of 10,000,000 units (the "Units"). Each Unit consists of one
share of our common stock, $0.0001 par value per share (the "Common Stock"), one redeemable warrant (the "Public Warrant"),
with each Public Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock at an exercise price of
$11.50 per whole share, subject to adjustment and one right (the "Right"), with each Right entitling the holder thereof to
receive one-fifteenth (1/15) of one share of Common Stock upon the consummation by us of an Initial Business Combination. The Units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000 (before underwriting discounts and commissions
and offering expenses).

 Simultaneously
with the consummation of the Initial Public Offering and the issuance and sale of the Units, we completed the private sale of 10,000,000
warrants (the "Private Placement Warrants," and together with the Public Warrants, the "Warrants") at a price
of $0.50 per Private Warrant to the sponsor, generating gross proceeds of $5,000,000 (such sale, collectively with the sale of the Additional
Private Placement Warrants (as defined below), the "Private
Placement"). Each Private Warrant entitles the holders to purchase one-half of one share of Common Stock at a price of $11.50 per
whole share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants.

 On
September 23, 2021, our underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 Units (the "Over-Allotment
Units"), generating gross proceeds of $15,000,000 on September 27, 2021. Simultaneously with the sale of Over-Allotment Units,
we consummated a private sale of an additional 900,000 Private Placement Warrants (the "Additional Private Placement Warrants")
to the sponsor at a purchase price of $0.50 per Private Placement Warrants, generating gross proceeds of $450,000.

 The
net proceeds from the Initial Public Offering, together with certain of the proceeds from the Private Placements, $116,150,000 in the
aggregate, were placed in the Trust Account.

 In
connection with the votes to approve the Extension Amendments (as defined below), the holders of an aggregate of 10,356,877 shares of
our Public Stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash, for an aggregate
redemption amount of approximately $106.0 million. Following such redemptions, 1,143,123 shares of our Public Stock remained outstanding,
and at December 31, 2023, approximately $12.5 million was left in the Trust Account. For further information, see " Item 1.
– Business – Effecting our Initial Business Combination."

 Our
Management Team, Board and Advisors

 Our
management team, board of directors and advisory board consist of seasoned industry executives, with proven track records of:

 Operating
 fast growing digital businesses across financial services and adjacent industries;

 Developing
 scaled digital financial services offerings;

 Growing
 prominent companies, both organically and through acquisitions;

 Securing
 strategic relationships and implementing successful customer acquisition strategies;

 Building
 digital infrastructure;

 Applying
 technology to differentiate customer experience and the brand;

 Utilizing
 big data, machine learning and artificial intelligence to generate value-added consumer insight and experience;

 Building
 cohesive and productive management teams;

 Functioning
 in an advisory capacity and providing governance to operational leadership teams;

 Sourcing,
 structuring, financing, acquiring and selling businesses; and

 Fostering
 relationships with sellers, investors and target management teams.

 Members
of our advisory board have experience as executives, in leading corporate strategy and in investing. Our advisory board members'
skills as investors, financial information and technology strategists, investment advisors and corporate advisors further support our
ability to identify and drive value in our Initial Business Combination through their sourcing channels, relationship networks and leadership
experience.

 We
believe that the experience and capabilities of our management, our board of directors and our advisory board will make us an attractive
partner to potential target businesses, enable us to pursue a broad range of opportunities, enhance our ability to complete a successful
business combination and be accretive to our potential target business upon the completion of the Initial Business Combination. However,
our management team's experience and capabilities do not guarantee a successful Initial Business Combination. We cannot guarantee
that our current officers and directors will continue in their respective roles, or in any other role, after our Initial Business Combination,
and their expertise may only be of benefit to us until we complete our Initial Business Combination. Past performance by our management
team is not a guarantee of success with respect to any business combination we may consummate.

 Acquisition
Strategy

 Our search was initially focused on creating a scalable digital financial
media and investing platform. However, we may pursue an acquisition opportunity in any industry or sector, and will not limit our search
to the financial services industry. We believe that many businesses could benefit from access to the public markets but have thus far
been unable to access these markets due to a number of factors. We expect to utilize our management team's experience in operating
and leading a number of successful companies to achieve our objective.

Business

is a business and financial data analytics and technology company, which was founded and is partially owned by members of our Sponsor,
WinVest SPAC LLC, and certain members of our board of directors (including our Chief Executive Officer). Trefis is headquartered in Cambridge,
MA, and owns www. Trefis.com, as well as the Trefis Technology.

utilizes the Trefis Technology to develop and produce business and financial research and analysis. The research and analysis produced
by the Trefis Technology reaches millions of users directly and through partnerships with its media, online brokerage, and other clients.
In 2018, Trefis launched a major, organization-wide initiative, with an end-goal of creating a system that operates with an effectiveness
equivalent to that of a group of over one million analysts. This initiative included the build out of advanced research and analytical
systems driven by proprietary machine learning algorithms, databases, and methodologies. The novel system learns from approaches of successful
investors and executives, performs millions of calculations, and produces 10,000+ analyses and insights monthly. Assessments of the rapidly
evolving system to date have produced promising, actionable results, attracted investor capital, and received broad partnership interests.

 Concurrently
with our Initial Business Combination, if we determine the Trefis Technology would add value to a target company, we may merge with Trefis.
The resulting combined company would inherit our Nasdaq listing and its securities would be publicly traded. We believe that the combination
of Trefis, us and a target business in the financial services industry would allow the resulting combined company to leverage Trefis's
technology platform and our experienced management team and offer significant synergies and long-term value creation opportunities for
our stockholders and serve as a platform for further growth.

 We
have not entered into any letter of intent or definitive agreement with Trefis, nor have we agreed to valuation or other key terms and
conditions with respect to such a possible combination transaction. As a result, even though we may merge with Trefis concurrent with
the completion of our Initial Business Combination, we cannot provide any assurance that such a merger with Trefis will occur at all,
even if we complete an Initial Business Combination with a target business, or, if it does, we cannot provide any assurance as to the
timing or terms thereof. We will not, however, complete an Initial Business Combination with only Trefis. In addition, we will likely
not consummate a merger with Trefis if the target business with respect to our Initial Business Combination is not within the financial
services industry or related sectors. If we pursue a merger with Trefis concurrent with our Initial Business Combination, a committee
of our independent directors will negotiate the terms and conditions of such merger (including the valuation of Trefis) on our behalf.
Such committee of independent directors would also obtain an opinion from an independent investment banking firm which is a member of
FINRA or another independent entity that commonly renders valuation opinions that the proposed merger with Trefis is fair to our stockholders
from a financial point of view. Our public stockholders will have the same voting and redemption rights with respect to any merger with
Trefis as are applicable to our Initial Business Combination described elsewhere in this Annual Report on Form 10-K. We will only complete
a combination with Trefis, if at all, simultaneously with, or subsequent to, our Initial Business Combination. For the avoidance of doubt,
the requirement that we complete our Initial Business Combination by June 17, 2024 (if we extend the period of time to consummate a business
combination by the full amount of time) does not apply to any potential combination with Trefis.

 Investment
Criteria

 We
intended to identify companies that have compelling growth potential and a combination of the characteristics listed below but we have
since expanded our search and are considering other target companies for our Initial Business Combination. We will use these guidelines,
among others, to evaluate acquisition opportunities, but we may decide to enter into our Initial Business Combination with a target business
that does not meet these criteria.

 We
 are prioritizing businesses that exhibit attractive customer and financial metrics, including demonstrated revenue scale and growth
 and a clear path to profitability.

 We
 are focusing on businesses with which we would have the ability to efficiently unlock revenue synergies, synergies of scale, and/or
 operational synergies.

 We
 are focusing on businesses that have significant embedded or underexploited expansion opportunities or have been underinvested in
 by current owners.

 We
 are focusing on businesses that have identifiable and implementable opportunities for value creation through acquisitions, capital
 investment in organic growth strategies, or generation of greater operating efficiencies.

 We
 are focusing on businesses that can benefit from a public listing and access to the public capital markets and will be able to effectively
 utilize the broader access to capital and the public profile that are associated with being a publicly traded company.

 These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular Initial Business Combination may be
based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria that our management
team may deem relevant. In the event that we decide to enter into our Initial Business Combination with a target business that does not
meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder
communications related to our Initial Business Combination, which would be in the form of proxy solicitation materials or tender offer
documents that we would file with the SEC. We will use these guidelines to evaluate acquisition opportunities, but we may decide to enter
into our Initial Business Combination with a target business that does not meet these criteria.

 Effecting
Our Initial Business Combination

 General

 We
are not presently engaged in, and we will not engage in, any substantive commercial business until the closing of our Initial Business
Combination. We intend to utilize cash derived from the proceeds of the Initial Public Offering and the Private Placement, our capital
stock, debt or a combination of these in effecting our Initial Business Combination. Although substantially all of the net proceeds of
our Initial Public Offering and the Private Placement are intended to be applied generally toward effecting a business combination, the
proceeds are not otherwise being designated for any more specific purposes. Our Initial Business Combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market
for its shares. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable
or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target
business, we may only have the ability, as a result of our limited resources, to effect only a single business combination.

 Subject
to the limitations that a target business has a fair market value of at least 80% of the balance in the Trust Account (excluding any
deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the execution
of a definitive agreement for our Initial Business Combination, as described below in more detail, we have virtually unrestricted flexibility
in identifying and selecting a prospective acquisition candidate. We have not established any other specific attributes or criteria (financial
or otherwise) for prospective target businesses. Accordingly, there is no basis for our public stockholders to evaluate the possible
merits or risks of the target business with which we may ultimately complete a business combination. To the extent we effect a business
combination with a company or an entity in its early stage of development or growth, including entities without established records of
sales or earnings, we may be affected by numerous risks inherent in the business and operations of early stage or potential emerging
growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure
you that we will properly ascertain or assess all significant risk factors.

 Sources
of Target Businesses

 We
believe based on our management's business knowledge and past experience that there are numerous business combination candidates.
We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment
bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial
community. 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 may have read our prospectus and other securities filings 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 that they
become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as
attending trade shows or conventions. We may engage professional firms or other individuals that specialize in business acquisitions
or mergers 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. In no event, however, will our insiders or any of the members of
our management team be paid any finder's fee, consulting fee or other compensation prior to, or for any services they render in
order to effectuate, the consummation of our Initial Business Combination (regardless of the type of transaction that it is). We have
no present intention to enter into a business combination with a target business that is affiliated with any of our officers, directors,
advisory board members or insiders other than Trefis. However, we are not restricted from entering into any such transactions and may
do so if (1) such transaction is approved by a majority of our disinterested and independent directors (if we have any at that time)
and (2) we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders
from a financial point of view.

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

 Subject
to our management team's fiduciary duties and the limitation that one or more target businesses have an aggregate fair market value
of at least 80% of the value of the Trust Account (excluding any deferred underwriting discounts and commissions and taxes payable on
the income earned on the Trust Account) at the time of the execution of a definitive agreement for our Initial Business Combination,
as described below in more detail, our management has virtually unrestricted flexibility in identifying and selecting a prospective target
business. Additionally, there is no limitation on our ability to raise funds privately or through loans in connection with our Initial
Business Combination. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses.

 Accordingly,
there is no basis for our public stockholders to evaluate the possible merits or risks of the target business with which we may ultimately
complete a business combination. To the extent we effect our Initial Business Combination with a financially unstable company or an entity
in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected
by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.
The valuation of a financially unstable company or early stage company can be more complicated than the calculation of a mature, stable
company, and any valuation we make on such a company would be based, in part, on its prospects and how successful we believe the business
will be once the company matures or is stabilized. Although our management will endeavor to evaluate the risks inherent in a particular
target business, we may not properly ascertain or assess all significant risk factors. In evaluating a prospective target business, our
management may consider a variety of factors, including one or more of the following:

 financial
 condition and results of operation;

 growth
 potential;

 brand
 recognition and potential;

 return
 on equity or invested capital;

 market
 capitalization or enterprise value;

 experience
 and skill of management and availability of additional personnel;

 capital
 requirements;

 competitive
 position;

 barriers
 to entry;

 stage
 of development of the products, processes or services;

 existing
 distribution and potential for expansion;

 degree
 of current or potential market acceptance of the products, processes or services;

 proprietary
 aspects of products and the extent of intellectual property or other protection for products or formulas;

 impact
 of regulation on the business;

 regulatory
 environment of the industry;

 costs
 associated with effecting the business combination;

 industry
 leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

 macro
 competitive dynamics in the industry within which the company competes.

 These
criteria are not intended to be exhaustive. Our management may not consider any of the above criteria in evaluating a prospective target
business. The retention of our officers and directors following the completion of any business combination will not be a material consideration
in our evaluation of a prospective target business.

 Any
evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as
well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available
to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although
we have no current intention to engage any such third parties.

 The
time and costs required to select and evaluate a target business and to structure and complete our Initial Business Combination remain
to be determined. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a
business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination.

 Fair
Market Value of Target Business

to Nasdaq listing rules, our Initial Business Combination must occur with one or more target businesses having an aggregate fair market
value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriting discounts and commissions
and taxes payable on the income earned on the Trust Account), which we refer to as the 80% test, at the time of the execution of a definitive
agreement for our Initial Business Combination, although we may structure a business combination with one or more target businesses whose
fair market value significantly exceeds 80% of the Trust Account balance. If we combine with Trefis concurrent with our Initial Business
Combination, the fair market value of Trefis will not count toward satisfying the 80% test. If we are no longer listed on Nasdaq, we
will not be required to satisfy the 80% test.

 We
currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.
We may, however, structure a business combination where we merge directly with the target business or where we acquire less than 100%
of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders
or for other reasons, but we will only complete such business combination if the post-transaction company owns 50% or more of the outstanding
voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities
of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case,
we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,
our stockholders immediately prior to our Initial Business Combination could own less than a majority of our outstanding shares subsequent
to our Initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued
for purposes of the 80% test. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities
to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. The
fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the
financial community (such as actual and potential sales, earnings, cash flow and/or book value). We are not required to obtain an opinion
from an unaffiliated third party that the target business we select has a fair market value in excess of at least 80% of the balance
of the Trust Account unless our board of directors cannot make such determination on its own. The board of directors, in light of its
fiduciary obligation to stockholders, would be required to determine whether it is capable of valuing the target company based on the
experience of its members in valuing companies and whether the board was actually able to reach a determination of value with respect
to the particular target company.

 Lack
of Business Diversification

 For
an indefinite period of time after consummation 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 consummating 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

 result
 in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited
 number of products, processes or services.

 Limited
Ability to Evaluate the Target Business' Management Team

 Although
we intend to scrutinize the management team of a prospective target business for, among other things, their ability to manage a company
with securities that are publicly traded, when evaluating the desirability of effecting our Initial Business Combination, our assessment
of the target business' management team may not prove to be correct. In addition, the future management team may not have the necessary
skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in
the target business following our Initial Business Combination remains to be determined. While it is possible that some of our key personnel
will remain associated in senior management or advisory positions with us following our Initial Business Combination, it is unlikely
that they will devote their full time efforts to our affairs subsequent to our Initial Business Combination. Moreover, they would only
be able to remain with the company after the consummation of our Initial Business Combination if they are able to negotiate employment
or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for
services they would render to the company after the consummation of the business combination. While the personal and financial interests
of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the
company after the consummation of our Initial Business Combination will not be the determining factor in our decision as to whether or
not we will proceed with any potential business combination. Additionally, our officers and directors may not have significant experience
or knowledge relating to the operations of the particular target business.

our Initial Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We may not have the ability to recruit additional managers, or any such additional managers we do recruit may not have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.

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

 In
connection with any proposed business combination, we will either (1) seek stockholder approval of our Initial Business Combination at
a meeting called for such purpose at which public stockholders may seek to convert their Public Stock, regardless of whether they vote
for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the Trust
Account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their Public Stock to us by means
of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate
amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding
the foregoing, our insiders and advisory board members have agreed, pursuant to written letter agreements with us, not to convert any
Public Stock held by them into their pro rata share of the aggregate amount then on deposit in the Trust Account. If we determine
to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its Public
Stock rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval
of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on
a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek
stockholder approval. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder vote and
allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC
which will contain substantially the same financial and other information about the Initial Business Combination as is required under
the SEC's proxy rules. If we seek stockholder approval of our Initial Business Combination, we will consummate our Initial Business
Combination only if a majority of the issued and outstanding shares of Common Stock voted are voted in favor of the business combination.

 Our
insiders and advisory board members have agreed (1) to vote any shares of Common Stock owned by them in favor of any proposed business
combination, (2) not to convert any shares of Common Stock in connection with a stockholder vote to approve a proposed Initial Business
Combination and (3) not sell any shares of Common Stock in any tender in connection with a proposed Initial Business Combination. As
a result, and following the approval of the Extension Amendments, if we sought stockholder approval of a proposed transaction, we would
not need any of our Public Stock to be voted in favor of the transaction in order to have such transaction approved.

 If
we hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention
to vote, against such proposed business combination, our officers, directors, initial stockholders or their affiliates could make such
purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers,
directors, initial stockholders and their affiliates will not make purchases of Common Stock if the purchases would violate Section 9(a)(2)
or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company's stock.

 Conversion/Tender

 At
any meeting called to approve an Initial Business Combination, public stockholders may seek to convert their Public Stock, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then
on deposit in the Trust Account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our insiders and advisory board
members have agreed, pursuant to written letter agreements with us, not to convert any Public Stock held by them into their pro rata
 share of the aggregate amount then on deposit in the Trust Account. If we hold a meeting to approve an Initial Business Combination,
a holder will always have the ability to vote against a proposed business combination and not seek conversion of its shares.

 Alternatively,
if we engage in a tender offer, each public stockholder will be provided the opportunity to sell its Public Stock to us in such tender
offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum
amount of time we would need to provide holders to determine whether they want to sell their Public Stock to us in the tender offer or
remain an investor in our company.

 Our
initial stockholders, officers and directors do not have conversion rights with respect to any shares of Common Stock owned by them,
directly or indirectly.

 We
may also require public stockholders, whether they are a record holder or hold their shares in "street name," to either tender
their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust
Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option, at any time at or prior to the vote on the
business combination. The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed
business combination will indicate whether we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder
would have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares if it wishes
to seek to exercise its conversion rights. Under Delaware law and our bylaws, we are required to provide at least 10 days' advance
notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise
conversion rights. As a result, if we require public stockholders who wish to convert their shares of Common Stock into the right to
receive a pro rata portion of the funds in the Trust Account to comply with the foregoing delivery requirements, holders may not
have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, public stockholders may not be able
to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.

 There
is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC
System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this
cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such
delivery must be effectuated. However, in the event we require stockholders seeking to exercise conversion rights to deliver their shares
prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result
in an increased cost to stockholders.

 Any
request to convert or tender such shares, once made, may be withdrawn at any time up to the vote on the proposed business combination
or expiration of the tender offer. Furthermore, if a holder of a public share delivered its certificate in connection with an election
of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender
offer not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

 If
the Initial Business Combination is not approved or completed for any reason, then our public stockholders who elected to exercise their
conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the Trust Account.
In such case, we will promptly return any shares delivered by public holders.

 Ability
to Extend Time to Complete a Business Combination

 Our
amended and restated certificate of incorporation (as amended, the "Certificate of Incorporation") provided that we had until
December 17, 2022 to complete an Initial Business Combination; provided, however, that if we anticipated we may not be able to consummate
an Initial Business Combination by December 17, 2022, we, by resolution of the board of directors if requested by our Sponsor, could
extend the period of time to consummate an Initial Business Combination up to two times, each by an additional three months (up until
June 17, 2023), subject to the deposit of additional funds into the Trust Account by our Sponsor or its affiliates or designees. On November
30, 2022, we held a special meeting of stockholders (the "November 2022 Extension Meeting") to, among other things, approve
an amendment to our Certificate of Incorporation to extend the date by which we must consummate an Initial Business Combination (the
"Termination Date") from December 17, 2022 to January 17, 2023, and to allow us, without another stockholder vote, to elect
to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after January 17, 2023, by
resolution of our board of directors, if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination
Date, until June 17, 2023, or a total of up to six months after the original Termination Date of December 17, 2022, unless the closing
of the Initial Business Combination shall have occurred prior thereto (the "November 2022 Extension Amendment"). Our Sponsor
agreed that if the November 2022 Extension Amendment was approved at the November 2022 Extension Meeting, it or one or more of its affiliates,
members or third-party designees would lend to us up to $750,000 to be deposited into the Trust Account.

 The
stockholders approved the November 2022 Extension Amendment at the November 2022 Extension Meeting. Accordingly, on December 5, 2022,
we issued an unsecured promissory note in the principal amount of $750,000 (the "First Extension Note") to our Sponsor, pursuant
to which our Sponsor agreed to loan to us up to $750,000 in connection with the extension of the Termination Date. The First Extension
Note does not bear interest and matures upon the earlier of (a) the closing of the Initial Business Combination and (b) our liquidation.
In the event that we do not consummate an Initial Business Combination, the First Extension Note will be repaid only from amounts remaining
outside of the Trust Account, if any. Upon the consummation of an Initial Business Combination, our Sponsor may elect to convert any
portion or all of the amount outstanding under the First Extension Note into private warrants to purchase shares of our Common Stock,
at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the Private Placement Warrants issued
to our Sponsor at the time of our Initial Public Offering. The balance on the First Extension Note as of December 31, 2023 and 2022 was
$750,000 and $125,000, respectively.

 In
connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.20 per
share, for an aggregate redemption amount of approximately $98.0 million.

 On
June 12, 2023, we held a second special meeting of stockholders (the "June 2023 Extension Meeting"), at which the stockholders
approved, among other things, (i) an amendment to our Certificate of Incorporation (the "June 2023 Extension Amendment")
to extend the Termination Date from June 17, 2023 to July 17, 2023, and to allow us, without another stockholder vote, to elect to extend
the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by
the Sponsor) after July 17, 2023, by resolution of our board of directors, if requested by the Sponsor, and upon five days' advance
notice prior to the applicable Termination Date, until December 17, 2023, or a total of up to six months after June 17, 2023, unless
the closing of our Initial Business Combination shall have occurred prior thereto, and (ii) an amendment (the "Redemption Limitation
Amendment") to eliminate from the Certificate of Incorporation the limitation that we may not consummate any business combination
unless we have net tangible assets of at least $5,000,001 upon consummation of such business combination. Following stockholder approval
of the June 2023 Extension Amendment and the Redemption Limitation Amendment at the June 2023 Extension Meeting, on June 16, 2023, we
filed the June 2023 Extension Amendment and the Redemption Limitation Amendment with the Delaware Secretary of State.

 In
connection with the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, we issued an unsecured promissory
note in the principal amount of $390,000 (the "Second Extension Note") to our Sponsor, pursuant to which our Sponsor agreed
to loan us up to $390,000 in connection with the extension of the Termination Date. The Second Extension Note does not bear interest
and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not
consummate an Initial Business Combination, the Second Extension Note will be repaid only from amounts remaining outside of the Trust
Account, if any. Upon the consummation of the Initial Business Combination, our Sponsor may elect to convert any portion or all of the
amount outstanding under the Second Extension Note into private warrants to purchase shares of our Common Stock at a conversion price
of $0.50 per private warrant. Such private warrants will be identical to the Private Placement Warrants issued to our Sponsor at the
time of the Initial Public Offering. The balance on the Second Extension Note as of December 31, 2023 was $390,000.

 In
connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.71 per
share, for an aggregate redemption amount of $6,721,794.56. Following such redemptions, $13,551,331.16 was left in the Trust Account
and 1,265,429 shares of Public Stock remained outstanding.

 On
November 30, 2023, we held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment to
our Certificate of Incorporation (the "November 2023 Extension Amendment," and together with the November
2022 Extension Amendment and the June 2023 Extension Amendment, the "Extension Amendments")
to extend the Termination Date from December 17, 2023 to January 17, 2024, and to allow us, without another stockholder vote, to elect
to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after December 17, 2023,
by resolution of our board of directors, if requested by the Sponsor, and upon five days' advance notice prior to the applicable
Termination Date, until June 17, 2024, or a total of up to six months after December 17, 2023, unless the closing of our Business Combination
shall have occurred prior thereto, by causing $55,000 to be deposited into the Trust Account for each such extension.

 In
connection with the approval of the November 2023 Extension Amendment, on December 13, 2023, we issued an unsecured promissory note in
the principal amount of $330,000 (the "Third Extension Note," and collectively with the First Extension Note and the Second
Extension Note, the "Extension Notes") to our Sponsor, pursuant to which our Sponsor agreed to loan us up to $330,000 in
connection with the extension of the Termination Date. The Third Extension Note does not bear interest and matures upon the earlier of
(a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not consummate an Initial Business
Combination, the Third Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The balance on
the Third Extension Note as of December 31, 2023 was $55,000.

 In
connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.81 per
share, for an aggregate redemption amount of $1,322,518. Following such redemptions, approximately $12,360,810 was left in the
Trust Account and 1,143,123 shares of Public Stock remained outstanding.

the date of this report, we have effected drawdowns in the aggregate amount of $1,360,000 under the Extension Notes and caused such sums
to be deposited into the Trust Account in connection with the extension of the Termination Date from December 17, 2022 to April 17, 2024.
Such amounts will be distributed either to: (i) all of the holders of Public Stock upon our liquidation or (ii) holders of Public Stock
who elect to have their shares redeemed in connection with (a) the vote to approve an extension amendment or (b) the consummation of
an Initial Business Combination.

 The
issuance of each of the Extension Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act").

 Automatic
Liquidation of Trust Account if No Business Combination

 If
we do not complete a business combination by the Termination Date, 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 100% of the outstanding Public Stock
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. At such time, the Warrants will expire and holders of Warrants
will receive nothing upon a liquidation with respect to such Warrants, and the Warrants will be worthless.

 Under
the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent
of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders
upon the redemption of 100% of our outstanding Public Stock in the event we do not complete our Initial Business Combination within the
required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures
set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims
against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period
during which the corporation may reject any claims brought, and an additional 150-day waiting period before any redemptions are made
to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder's pro
rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution.

 Furthermore,
if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of 100% of our Public Stock in
the event we do not complete our Initial Business Combination within the required time period is not considered a liquidation distribution
under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation
Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of
three years, as in the case of a liquidation distribution. It is our intention to redeem our Public Stock as soon as reasonably possible
following the Termination Date (as may be extended), and, therefore, we do not intend to comply with the above procedures. As such, our
stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability
of our stockholders may extend well beyond the third anniversary of such date.

we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation
Law requires us to adopt a plan, based on facts known to us at such time, that will provide for our payment of all existing and pending
claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company,
rather than an operating company, and our operations will be limited to seeking to complete an Initial Business Combination, the only
likely claims to arise would be from vendors (such as lawyers, investment bankers, etc.), prospective target businesses or potentially
claims related to the 1% Excise Tax (as defined below) under the Inflation Reduction Act of 2022. For further information, see "Item
1A. – Risk Factors – The Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities
following our Initial Business Combination, hinder our ability to consummate an Initial Business Combination, and decrease the amount
of funds available for distribution in connection with a liquidation. "

 We
agreed to have any prospective target businesses and use our best efforts to have all third parties enter into valid and enforceable
agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account.

 As
a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any
liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have
a significant impact on our ability to distribute the funds in the Trust Account to our public stockholders. Nevertheless, there is no
guarantee that third parties, service providers and prospective target businesses will execute such agreements. In the event that a potential
contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if our management first determines
that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing
to execute such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the engagement
of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to
sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of
other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a
provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with
us, they will not seek recourse against the Trust Account. Our Sponsor has agreed that it will be liable to us if and to the extent any
claims by third parties for services rendered or products sold to us, or a prospective target business with which we have discussed entering
into a transaction agreement, or any reductions in the value of the trust assets, reduce the amount of funds in the Trust Account to
below $10.10 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with us waiving
any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims
under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities
Act. However, our Sponsor may not be able to satisfy its indemnification obligations, as we have not required our Sponsor to retain any
assets to provide for its indemnification obligations, nor have we taken any further steps to ensure that our Sponsor will be able to
satisfy any indemnification obligations that arise. Moreover, our Sponsor will not be liable to our public stockholders and instead will
only have liability to us. As a result, if we liquidate, the per-share distribution from the Trust Account could be less than approximately
$10.10 due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective
equity interests, an aggregate sum equal to the amount then held in the Trust Account, inclusive of any interest not previously released
to us, subject to our obligations under Delaware law to provide for claims of creditors as described below.

 If
we are unable to consummate an Initial Business Combination and are forced to redeem 100% of our outstanding Public Stock for a portion
of the funds held in the Trust Account, we anticipate notifying the trustee of the Trust Account to begin liquidating such assets promptly
after such date and anticipate it will take no more than 10 business days to effectuate the redemption of our Public Stock. Our insiders
and the advisory board members have waived their rights to participate in any redemption with respect to their founder shares. We will
pay the costs of any subsequent liquidation from our remaining assets outside of the Trust Account and from the interest income on the
balance of the Trust Account (net of income and other tax obligations) that may be released to us to fund our working capital requirements.
If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to
seek repayment of such expenses. Each holder of Public Stock will receive a full pro rata portion of the amount then in the Trust Account,
plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us or necessary to pay our taxes.
The proceeds deposited in the Trust Account could, however, become subject to claims of our creditors that are in preference to the claims
of public stockholders.

 Our
public stockholders shall be entitled to receive funds from the Trust Account only in the event of our failure to complete our Initial
Business Combination in the required time period or if the stockholders seek to have us convert their respective shares of Common Stock
upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest
of any kind to or in the Trust Account.

 If
we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held
in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims
of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the
per share redemption or conversion amount received by public stockholders may be less than $10.10.

 If,
after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by
paying public stockholders from the Trust Account prior to addressing the claims of creditors. Claims may be brought against us for these
reasons.

 Certificate
of Incorporation

 Our
Certificate of Incorporation contains certain requirements and restrictions that apply to us until the consummation of our Initial Business
Combination. If we hold a stockholder vote to amend any provisions of our Certificate of Incorporation relating to stockholders'
rights or pre-business combination activity (including the substance or timing within which we have to complete a business combination),
we will provide our public stockholders with the opportunity to redeem their shares of Common Stock 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 franchise and income taxes, divided by the number
of then outstanding Public Stock, in connection with any such vote. Our insiders and advisory board members have agreed to waive any
conversion rights with respect to any founder shares and any Public Stock they may hold in connection with any vote to amend amended
and restated our certificate of incorporation. Specifically, our Certificate of Incorporation provides, among other things, that:

 prior
 to the consummation of our Initial Business Combination, we shall either (1) seek stockholder approval of our Initial Business Combination
 at a meeting called for such purpose at which public stockholders may seek to convert their shares of Common Stock, regardless of
 whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the
 Trust Account, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby
 avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the
 Trust Account, in each case subject to the limitations described herein;

 we
 will consummate our Initial Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in
 favor of the business combination;

 if
 our Initial Business Combination is not consummated by June 17, 2024 (if we extend the period of time to consummate a business combination
 by the full amount of time), then our existence will terminate and we will distribute all amounts in the Trust Account to all of
 our public holders of shares of Common Stock;

 we
 may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization
 or similar transaction prior to our Initial Business Combination; and

 prior
 to our Initial Business Combination, we may not issue additional shares of capital stock that would entitle the holders thereof to
 (i) receive funds from the Trust Account or (ii) vote on any Initial Business Combination.

 Potential
Revisions to Agreements with Insiders

 Each
of our insiders and advisory board members has entered into letter agreements with us pursuant to which each of them has agreed to do
certain things relating to us and our activities prior to a business combination. We could seek to amend these letter agreements without
the approval of stockholders. In particular:

 Restrictions
 relating to liquidating the Trust Account if we failed to consummate a business combination in the time-frames specified above could
 be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;

 Restrictions
 relating to our insiders and advisory board members being required to vote in favor of a business combination or against any amendments
 to our organizational documents could be amended to allow our insiders to vote on a transaction as they wished;

 The
 restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original
 management team;

 The
 obligation of our management team and advisory board members to not propose amendments to our organizational documents could be amended
 to allow them to propose such changes to our stockholders;

 The
 obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow
 them to receive such compensation; and

 The
 requirement to obtain a valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.

 Except
as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes.
Such changes could result in:

 Our
 insiders or advisory board members being able to vote against a business combination or in favor of changes to our organizational
 documents;

 Our
 operations being controlled by a new management team that our stockholders did not elect to invest with;

 Our
 insiders receiving compensation in connection with a business combination; and

 Our
 insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

 We
will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example,
if we believed such a modification were necessary to complete a business combination). Each of our officers and directors have fiduciary
obligations to us requiring that they act in our best interests and the best interests of our stockholders.

 Competition

 In
identifying, evaluating and selecting a target business for our Initial Business Combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, venture capital firms, private equity
groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established
and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these
competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses
will be limited by our available financial resources, which could be reduced further because of our obligation to convert shares held
by our public stockholders as well as any tender offer we conduct. Our management team is not experienced in pursuing business combinations
on behalf of blank check companies. Other blank check companies may be sponsored and managed by individuals with prior experience in
completing business combinations between blank check companies and target businesses. Our managements' lack of experience may not
be viewed favorably by target businesses. These inherent limitations give others an advantage in pursuing the acquisition of a target
business. Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal to at least 80%
of the value of the Trust Account (excluding any taxes payable) at the time of the agreement to enter into the business combination,
our obligation to pay cash in connection with our public stockholders who exercise their redemption rights and the number of our outstanding
Warrants and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these factors
may place us at a competitive disadvantage in successfully negotiating our Initial Business Combination.

 Facilities

 We
currently maintain our principal executive offices at 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140. The cost for
this space is provided to us by our Sponsor, at no cost. We consider our current office space, combined with the other office space otherwise
available to our executive officers, adequate for our current operations.

 Employees

 We
have two executive officers, Manish Jhunjhunwala as our Chief Executive Officer and Chief Financial Officer and Mark Madden as our Chief
Strategy Officer. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only
as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether
a target business has been selected for the business combination and the stage of the business combination process the company is in.
Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target business
and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would prior to locating
a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary
to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority
of their time as we move into serious negotiations with a target business for a business combination). We do not intend to have any full
time employees prior to the consummation of a business combination.

 Periodic
Reporting and Audited Financial Statements

 We
have registered our Units, Common Stock, Warrants and Rights under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
report will contain financial statements audited and reported on by our independent registered public accountants.

 We
will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation materials
or tender offer documents sent to stockholders to assist them in assessing the target business. These financial statements will need
to be prepared in accordance with or reconciled to accounting principles generally accepted in the United States of America ("U.S.
GAAP") or the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards
Board ("IASB"). A particular target business identified by us as a potential business combination candidate may not have
the necessary financial statements. To the extent that this requirement cannot be met, we may not be able to consummate our Initial Business
Combination with the proposed target business.

 We
may be required by the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") to have our internal control over financial
reporting audited for the fiscal year ending December 31, 2024. A target company may not be in compliance with the provisions of the
Sarbanes-Oxley Act regarding the adequacy of their internal control over financial reporting. The development of the internal control
over financial reporting of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such Initial Business Combination.

 We
are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and will remain
such for up to five years. However, if our non-convertible debt issued within a three-year period exceed $1.0 billion or our total revenues
exceed $1.235 billion or the market value of our shares of Common Stock that are held by non-affiliates exceeds $700 million on the last
day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal
year. As an emerging growth company, we have elected, under Section 107(b) of the JOBS Act, to 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.

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

 ITEM
1A. RISK FACTORS.

 An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report on Form 10-K. If any of the following events occur, our business, financial
condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment.

 RISKS
RELATING TO OUR SEARCH FOR, CONSUMMATION OF, OR INABILITY TO CONSUMMATE, A BUSINESS COMBINATION AND POST-BUSINESS COMBINATION RISKS

 We
are an early stage company with no operating history and, accordingly, you have no basis on which to evaluate our ability to achieve
our business objective.

 We
are an early stage company with no operating results. Because we lack an operating history, you have no basis upon which to evaluate
our ability to achieve our business objective, which is to complete our Initial Business Combination with one or more target businesses.
We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable
to complete our business combination. If we fail to complete our business combination, we will never generate any operating revenues.

 If
we are unable to consummate our Initial Business Combination, our public stockholders may be forced to wait until June 17, 2024 (if we
extend the period of time to consummate a business combination by the full amount of time) before receiving distributions from the Trust
Account.

 We
have until June 17, 2024 (if we extend the period of time to consummate a business combination by the full amount of time) to consummate
our Initial Business Combination. We may not be able to find a suitable target business and consummate our Initial Business Combination
within such time period. Our ability to complete our Initial Business Combination may be negatively impacted by general market conditions,
volatility in the capital and debt markets and the other risks described herein. We have no obligation to return funds to investors prior
to such date unless we consummate our Initial Business Combination prior thereto or we seek to amend our Certificate of Incorporation
prior to the consummation of our Initial Business Combination and only then in cases where investors have sought to convert their shares.
Only after the expiration of this full time period will holders of our Common Stock be entitled to distributions from the Trust Account
if we are unable to complete our Initial Business Combination. Accordingly, investors' funds may be unavailable to them until after
such date and to liquidate an investment, public security holders may be forced to sell their shares of Common Stock or Warrants, potentially
at a loss.

 Our
independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about
our ability to continue as a "going concern."

 In
connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board's Accounting
Standards Update 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
if we are unable to complete a business combination by June 17, 2024, our Certificate of Incorporation provides that we must cease all
operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt
about our ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments
that might result from our inability to continue as a going concern.

 Our
public stockholders may not be afforded an opportunity to vote on our proposed business combination.

 We
will either (1) seek stockholder approval of our Initial Business Combination at a meeting called for such purpose at which public stockholders
may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata
share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide our public stockholders with
the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount
equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject
to certain limitations described in our this Annual Report on Form 10-K. Accordingly, it is possible that we will consummate our Initial
Business Combination even if no holders of our Public Stock approve of the business combination. The decision as to whether we will seek
stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in 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 otherwise require us to seek stockholder approval. For instance, Nasdaq rules currently allow us to
engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking
to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we
were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder
approval of such business combination instead of conducting a tender offer.

 Our
investors are not entitled to protections normally afforded to investors of blank check companies.

 We
are a "blank check" company under the United States securities laws. However, since we had net tangible assets in excess
of $5,000,001 upon consummation of the Initial Public Offering and have filed a Current Report on Form 8-K, including an audited balance
sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors of blank check companies such as
Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules which would, for example, completely restrict
the transferability of our securities, require us to complete our Initial Business Combination within 18 months of the closing of the
Initial Public Offering and restrict the use of interest earned on the funds held in the Trust Account. Because we are not subject to
Rule 419, our Units are immediately tradable, we will be entitled to withdraw amounts from the funds held in the Trust Account prior
to the completion of our Initial Business Combination and we may have a longer period of time to complete such a business combination
than we would if we were subject to such rule.

 If
we determine to amend certain agreements made by our management team, many of the disclosures contained in this Annual Report on Form
10-K regarding those agreements would no longer apply.

 We
could seek to amend certain agreements with our management team disclosed in this Annual Report on Form 10-K without the approval of
our stockholders. For example, restrictions on our executives relating to the voting of securities owned by them, the agreement of our
management team to remain with us until the closing of a business combination, the obligation of our management team to not propose certain
changes to our organizational documents or the obligation of the management team and its affiliates to not receive any compensation in
connection with a business combination could be modified without obtaining stockholder approval. Although stockholders would not be given
the opportunity to redeem their shares in connection with such changes, in no event would we be able to modify the redemption or liquidation
rights of our stockholders without permitting our stockholders the right to redeem their shares in connection with any such change. We
will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example,
if such a modification were necessary to complete a business combination).

 If
the funds held outside of the Trust Account are insufficient to allow us to operate following our Initial Public Offering, it could limit
the amount available to fund our search for target businesses, to pay our tax obligations and to complete our Initial Business Combination.

 The
funds available to us outside of the Trust Account to fund our working capital requirements may not be sufficient to allow us to operate
until we complete our Initial Business Combination. If our expenses exceed our estimates, we will not have sufficient funds outside the
Trust Account to cover our estimated expenses. In such event we would need to borrow additional funds from our Sponsor or from third
parties to continue to operate. Our initial stockholders, officers and directors or their affiliates or our Sponsor may, but are not
obligated to, loan us funds as may be required. Such loans would be evidenced by promissory notes that would either be paid upon consummation
of our Initial Business Combination, or, at such lender's discretion, the notes may be converted upon consummation of our business
combination into private warrants at a price of $0.50 per warrant. However, our initial stockholders, officers and directors or their
affiliates and our Sponsor are under no obligation to loan us any funds. If we are unable to obtain the necessary funds, we may be forced
to cease searching for a target business and liquidate without completing our Initial Business Combination.

 If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption price received
by stockholders may be less than $10.10.

 Our
placing of funds in trust may not protect those funds from third party claims against us. Although we agreed to have any prospective
target businesses we negotiate with execute agreements with us and use our best efforts to have all third parties and service providers
we engage and waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of
our public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with us, they
may seek recourse against the monies held in the Trust Account. A court may not uphold the validity of such agreements. Accordingly,
the proceeds held in trust could be subject to claims which could take priority over those of our public stockholders. If we liquidate
the Trust Account before the completion of a business combination, our Sponsor has agreed that it will be liable to ensure that the proceeds
in the Trust Account are not reduced by the claims of target businesses or claims of third parties or other entities that are owed money
by us for services rendered or contracted for or products sold to us and which have not executed a waiver agreement. However, our Sponsor
may not be able to meet such obligation. Therefore, the per-share distribution from the Trust Account in such a situation may be less
than $10.10, plus interest, due to such claims.

 Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, or if we otherwise
enter compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law,
and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the Trust Account, we may not be able to return to our public stockholders at least $10.10
per share.

 The
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value
of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.10 per share.

 The
proceeds held in the Trust Account will be 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. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they
have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in
recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the United States. In the event that we are unable to complete our Initial Business Combination or make certain amendments
to our Certificate of Incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the
Trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our Initial Business
Combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share
redemption amount received by public stockholders may be less than $10.10 per share.

 Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

 If
we have not completed our Initial Business Combination by June 17, 2024 (if we extend the period of time to consummate a business combination
by the full amount of time), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem 100% of the outstanding Public Stock for a pro rata portion of the funds held
in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses) which redemption will completely
extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
holders of Common Stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. We may not properly assess all claims
that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions
received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution.
Accordingly, third parties may seek to recover from our stockholders amounts owed to them by us.

 If,
after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board
of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors
and us to claims of punitive damages.

 If,
after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by
paying public stockholders from the Trust Account prior to addressing the claims of creditors.

 If,
before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be
reduced.

 If,
before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders
in connection with our liquidation may be reduced.

 The
Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our Initial Business Combination,
hinder our ability to consummate an Initial Business Combination, and decrease the amount of funds available for distribution in connection
with a liquidation.

 On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise
tax on the fair market value of stock repurchased by "covered corporations" beginning on January 1, 2023, with certain exceptions
(the "Excise Tax"). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the
stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of
the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value
of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. The U.S. Department of
the Treasury (the "Treasury Department") has authority to promulgate regulations and provide other guidance regarding the
Excise Tax. In December 2022, the Treasury Department issued Notice 2023-2, indicating its intention to propose such regulations and
issuing certain interim rules on which taxpayers may rely. Under the interim rules, liquidating distributions made by publicly traded
domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation
is completed will also be exempt from such tax. Accordingly, redemptions of our Public Stock in connection with an amendment to our Certificate
of Incorporation or in connection with an Initial Business Combination may subject us to the Excise Tax unless one of the two exceptions
above apply.

 Any
redemption or other repurchase that we make may be subject to the Excise Tax. Consequently, the value of our stockholder's investment
in our securities may decrease and the amount our stockholders may receive upon redemption may be negatively impacted as a result of
the Excise Tax. Whether and to what extent we would be subject to the Excise Tax would depend on a number of factors, including (i) the
fair market value of the redemptions and repurchases in connection with our Initial Business Combination, (ii) the structure of our Initial
Business Combination, (iii) the nature and amount of any "PIPE" or other equity issuances in connection with our Initial
Business Combination (or otherwise issued not in connection with our Initial Business Combination but issued within the same taxable
year of our Initial Business Combination) and (iv) the content of regulations and other guidance from the Treasury Department. In addition,
because the Excise Tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the Excise Tax
have not been determined. The foregoing could cause a reduction in the cash available for a stockholder redemption, could cause a reduction
in the cash available to complete an Initial Business Combination, and could have an adverse effect on our ability to complete an Initial
Business Combination.

we have not yet selected a particular industry or target business with which to complete our Initial Business Combination, we are unable
to currently ascertain the merits or risks of the industry or business in which we may ultimately operate.

 We
may consummate our Initial Business Combination with a target business in any industry we choose and are not limited to any particular
industry or type of business. Accordingly, there is no current basis for you to evaluate the possible merits or risks of the particular
industry in which we may ultimately operate or the target business which we may ultimately consummate our Initial Business Combination.
To the extent we complete our Initial Business Combination with a financially unstable company or an entity in its development stage,
we may be affected by numerous risks inherent in the business operations of those entities. If we complete our Initial Business Combination
with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that
industry. We may not properly ascertain or assess all of the significant risk factors. An investment in our shares may not ultimately
prove to be more favorable to our investors than a direct investment, if an opportunity were available, in a target business.

 The
requirement that a target business has a fair market value of at least 80% of the balance in the Trust Account (excluding any deferred
underwriting discounts and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement
for our Initial Business Combination may limit the type and number of companies that we may complete such a business combination with.

to the Nasdaq listing rules, our Initial Business Combination must occur with one or more target businesses having an aggregate fair
market value equal to at least 80% of the value of the Trust Account (excluding any deferred underwriting discounts and commissions and
taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for our Initial Business
Combination. This restriction may limit the type and number of companies that we may complete a business combination with. The fair market
value of Trefis will not count toward satisfying the 80% test. If we are unable to locate a target business or businesses that satisfy
this fair market value test, we may be forced to liquidate, and you will only be entitled to receive your pro rata portion of the funds
in the Trust Account. If we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test.

 If
we combine with Trefis concurrent with our Initial Business Combination, we will become subject to risks affecting Trefis's business.

 Although,
we may seek to combine with Trefis concurrent with the closing of our Initial Business Combination, we cannot provide any assurance that
we will combine with Trefis. See " Item 1. - Business - Trefis Business." If we successfully complete a business combination
with Trefis, we will become subject to risks affecting Trefis's business, including, without limitation, the following:

 expects to continue to make significant investment in development and maintenance of its data and technology systems, such investments
 may or may not be effective towards our efforts to grow and acquire new customers, or retain existing ones;

 the
 majority of Trefis's revenue is derived from a small number of customers, and a reduction in spending by or loss of current
 or potential customers would cause Trefis's revenue and operating results to decline;

 customers are subject to stringent laws and regulations of the professional and financial services industries, and the laws and regulations
 are subject to change and increased burden which could increase expenses for Trefis, reduce attractiveness of its products and services,
 and lead to loss of revenue potential and decline in operating results;

 a
 system failure, security breach or other technological risk could delay or interrupt service to Trefis's customers, harm its
 reputation or subject Trefis to significant liability;

 if
 Trefis is unable to prove that its data and technology offerings provide an attractive return on investment for its customers and
 end-users, relevance of Trefis products and solutions could decline and its financial and operational results and potential could
 be harmed;

 political
 instability and volatility in the economy may adversely affect segments of Trefis's customers, which may result in decreased
 usage and, in turn, could lead to customer cancellations and decrease in Trefis's revenues;

 growth will depend on its ability to develop, strengthen, and protect its brand, and these efforts may be costly and have varying
 degrees of success;

 the
 markets in which Trefis operates are highly competitive and Trefis's competitors may have greater resources to commit to growth,
 superior technologies, cheaper pricing or more effective marketing strategies. Also, Trefis faces significant competition for customers,
 distributors, and end users;

 as
 a creator and a distributor of content over the internet, Trefis faces potential liability for legal claims based on the nature and
 content of the materials that it creates or distributes;

 may be engaged in legal proceedings that could cause it to incur unforeseen expenses and could divert significant operational resources
 and Trefis's management's time and attention;

 inadequate
 IP protections could prevent Trefis from defending its proprietary technology and intellectual property;

 may be found to have infringed on the IP rights of others, which could expose Trefis to substantial losses or restrict its operations;

 success depends on its retention of executive officers, senior management and its ability to hire and retain key personnel;

 is exposed to risk if it cannot maintain or adhere to its internal controls and procedures;

 changes
 in tax rates, changes in tax treatment of companies engaged in financial services industries, the adoption of new U.S. or international
 tax legislation, or exposure to additional tax liabilities may adversely impact Trefis's financial results;

 level of indebtedness could adversely affect its financial flexibility and its competitive position;

 to
 fund Trefis's capital requirements, Trefis will require a significant amount of cash, and its ability to generate cash will
 depend on many factors beyond its control;

 services may become subject to burdensome regulation, which could increase its costs or restrict its service offerings;

 is subject to a variety of new and existing laws and regulations, including those relevant to professional and financial services
 industries, which could subject it to claims, judgments, monetary liabilities and other remedies, and to limitations on its business
 practices;

 if
 Trefis is unable to continue to attract visitors to its websites from search engines and other websites, then consumer traffic to
 Trefis's websites could decrease, which could negatively impact sales of its products and services, and ability to innovate,
 develop new products;

 government
 and private actions or self-regulatory developments regarding internet privacy matters could adversely affect Trefis's ability
 to conduct its business;

 operates across many different markets both domestically and internationally which may subject it to cybersecurity, privacy, data
 security and data protection laws with uncertain interpretations, as well as impose conflicting obligations on Trefis;

 faces potential liability related to the privacy and security of information it collects from, or on behalf of, its consumers and
 customers;

 business could suffer if providers of broadband internet access services block, impair or degrade its services;

 the
 industries in which Trefis operates are undergoing rapid technological changes and it may not be able to keep up;

 materially relies on platforms, including Google, Facebook, Twitter, and others, for both revenue and traffic and it cannot predict
 how those relationships may evolve in the future;

 competes in the broader data and technology solutions made available to financial services industry against companies who largely
 dominate the market and who are also its distributors and customers;

 has non-U.S. operations and is subject to risks and regulations in those markets in addition to the U.S. risk and regulations; and

 has not been profitable since its inception and there is no guarantee it will be profitable in the future.

 Even
though we may seek to combine with Trefis concurrent with the completion of our Initial Business Combination, we cannot provide any assurance
that such a business combination with Trefis will occur at all, or, if it does, we cannot provide any assurance as to the timing or terms
thereof.

 Concurrently
with our Initial Business Combination, we may seek to combine with Trefis. The resulting combined company would inherit our Nasdaq listing
and its Common Stock, Rights and Warrants would be publicly traded. We have not entered into any letter of intent or definitive agreement
with Trefis, nor have we agreed to valuation or other key terms and conditions with respect to such a possible combination transaction.
As a result, even though we may seek to combine with Trefis concurrent with the completion of our Initial Business Combination, we cannot
provide any assurance that such a business combination with Trefis will occur at all, even if we complete an Initial Business Combination
with a target business, or, if it does, we cannot provide any assurance as to the timing or terms thereof. We will not, however, complete
an Initial Business Combination with only Trefis.

 In
addition, we will likely not consummate a business combination with Trefis if the target business with respect to our Initial Business
Combination is not within the financial services industry and adjacent industries, including financial media, brokerage, banking, investing
and wealth management sectors. If we pursue a business combination with Trefis concurrent with our Initial Business Combination, a committee
of our disinterested directors will negotiate the terms and conditions of such business combination (including the valuation of Trefis)
on our behalf. Such committee of disinterested directors would also obtain an opinion from an independent investment banking firm which
is a member of FINRA or another independent entity that commonly renders valuation opinions that the proposed business combination with
Trefis is fair to our company and our stockholders from a financial point of view. Our public stockholders will have the same voting
and redemption rights with respect to any business combination with Trefis as are applicable to our Initial Business Combination. We
will only complete a combination with Trefis, if at all, simultaneously with, or subsequent to, our Initial Business Combination. For
the avoidance of doubt, the requirement that we complete our Initial Business Combination prior to the Termination Date does not apply
to any potential combination with Trefis.

 We
may only be able to complete one business combination with the proceeds of our Initial Public Offering, which will cause us to be solely
dependent on a single business which may have a limited number of products or services.

 It
is possible that we will consummate our Initial Business Combination with a single target business, although we have the ability to simultaneously
consummate our Initial Business Combination with several target businesses. By consummating a business combination with only a single
entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not
be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which
may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly,
the prospects for our success may be:

 solely
 dependent upon the performance of a single business, or

 dependent
 upon the development or market acceptance of a single or limited number of products, processes or services.

 This
lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a
substantial adverse impact upon the particular industry in which we may operate subsequent to our Initial Business Combination.

 Alternatively,
if we determine to simultaneously consummate our Initial Business Combination with several businesses and such businesses are owned by
different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous
closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the business
combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect
to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the target companies in a single operating business. If
we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

 Purchases
of shares of Common Stock in the open market or in privately negotiated transactions by our Sponsor, founders, directors, officers, advisors
or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following the
consummation of an Initial Business Combination.

 If
our Sponsor, founders, directors, officers, advisors or their affiliates purchase shares of Common Stock in the open market or in privately
negotiated transactions, the public "float" of our shares of Common Stock and the number of beneficial holders of our securities
would both be reduced, possibly making it difficult to maintain the listing or trading of our securities on a national securities exchange
following consummation of the business combination.

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

 We
may enter into a transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth
or a certain amount of cash. If too many public stockholders exercise their redemption rights, we may not be able to meet such closing
condition, and as a result, would not be able to proceed with the business combination. Consequently, if accepting all properly submitted
redemption requests would cause our net tangible assets to be less than such amount necessary to satisfy a closing condition as described
above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business
combination. Prospective targets would be aware of these risks and, thus, may be reluctant to enter into our Initial Business Combination
transaction with us.

 We
may be unable to consummate an Initial Business Combination if a target business requires that we have a certain amount of cash at closing,
in which case public stockholders may have to remain stockholders of our company and wait until our redemption of the Public Stock to
receive a pro rata share of the Trust Account or attempt to sell their shares in the open market.

 A
potential target may make it a closing condition to our Initial Business Combination that we have a certain amount of cash available
at the time of closing. If the number of our public stockholders electing to exercise their conversion rights has the effect of reducing
the amount of money available to us to consummate an Initial Business Combination below such minimum amount required by the target business
and we are not able to locate an alternative source of funding, we will not be able to consummate such Initial Business Combination and
we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public stockholders
may have to remain stockholders of our company and wait until June 17, 2024 in order to be able to receive a portion of the Trust Account,
or attempt to sell their shares in the open market prior to such time, in which case they may receive less than they would have in a
liquidation of the Trust Account.

of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business combination.

 We
encounter intense competition from entities other than blank check companies having a business objective similar to ours, including venture
capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established
and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors
possess greater technical, human and other resources than we do, and our financial resources are relatively limited when contrasted with
those of many of these competitors. Therefore, our ability to compete in consummating our Initial Business Combination with certain sizable
target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in
pursuing a business combination with certain target businesses. Furthermore, seeking stockholder approval of our Initial Business Combination
may delay the consummation of a transaction. Additionally, our outstanding Warrants and the future dilution they represent (entitling
the holders to receive shares of our Common Stock on close of the business combination), may not be viewed favorably by certain target
businesses. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating our Initial Business Combination.

 As
the number of special purpose acquisition companies evaluating targets has increased in recent years, attractive targets may become scarcer
and there may be more competition for attractive targets. This could increase the cost of our Initial Business Combination and could
even result in our inability to find a target or to consummate an Initial Business Combination.

 In
recent years, the number of special purpose acquisition companies that were formed increased substantially. Many potential targets for
special purpose acquisition companies have already entered into an Initial Business Combination, and there are still many special purpose
acquisition companies seeking targets for their Initial Business Combination. As a result, at times, fewer attractive targets may be
available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an Initial Business
Combination. In addition, because there are more special purpose acquisition companies seeking to enter into an Initial Business Combination
with available targets, the competition for available targets with attractive fundamentals or business models has increased, which could
cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic
or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations
or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability
to find and consummate an Initial Business Combination, and may result in our inability to consummate an Initial Business Combination
on terms favorable to our investors altogether.

 Our
ability to consummate an attractive business combination may be impacted by the market for initial public offerings.

 Our
efforts to identify a prospective target business will not be limited to any particular industry or geographic region. If the market
for initial public offerings is limited, we believe there will be a greater number of attractive target businesses open to consummating
an Initial Business Combination with us as a means to achieve publicly held status. Alternatively, if the market for initial public offerings
is robust, we believe that there will be fewer attractive target businesses amenable to consummating an Initial Business Combination
with us to become a public reporting company. Accordingly, during periods with strong public offering markets, it may be more difficult
for us to complete an Initial Business Combination.

 We
may be unable to obtain additional financing, if required, to complete our Initial Business Combination or to fund the operations and
growth of the target business, which could compel us to restructure or abandon a particular business combination.

we have not yet selected any prospective target business, the capital requirements for any particular transaction remain to be determined.
If the net proceeds of the Initial Public Offering prove to be insufficient, either because of the size of the business combination,
the depletion of the available net proceeds in search of a target business, or the obligation to convert into cash a significant number
of shares of Common Stock, we will be required to seek additional financing. Such financing may not be available on acceptable terms,
if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations
or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development
or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection
with or after our Initial Business Combination.

 We
may not hold an annual meeting of stockholders until after the consummation of our Initial Business Combination.

 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. Under Section 211(b) of the Delaware General Corporation Law, we are, however, required
to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is
made by written consent in lieu of such a meeting. We have not held an annual meeting of stockholders to date, and it is unlikely that
there will be an annual meeting of stockholders to elect new directors prior to the consummation of our Initial Business Combination.
Accordingly, we are not currently and may not in the future be in compliance with Section 211(b) of the Delaware General Corporation
Law, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of
our Initial Business Combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
in accordance with Section 211(c) of the Delaware General Corporation Law.

 We
may in the future enter into agreements with consultants or financial advisers that provide for the payment of fees upon the consummation
of our Initial Business Combination, and, therefore, such consultants or financial advisers may have conflicts of interest.

 We
may in the future enter into agreements with consultants or financial advisers that provide for the payment of fees upon the consummation
of our Initial Business Combination. If we pay consultants or financial advisers fees that are tied to the consummation of our Initial
Business Combination, they may have conflicts of interest when providing services to us, and their interests in such fees may influence
their advice with respect to a potential business combination. For example, if a consultant's or financial advisor's fee
is based on the size of the transaction, then they may be influenced to present us larger transactions that may have lower growth opportunities
or long-term value versus smaller transactions that may have greater growth opportunities or provide greater value to our stockholders.
Similarly, consultants whose fees are based on consummation of a business combination may be influenced to present potential business
combinations to us regardless of whether they provide longer-term value for our stockholders. While we will endeavor to structure agreements
with consultants and financial advisors to minimize the possibility and extent of these conflicts of interest, we cannot assure you that
we will be able to do so and that we will not be impacted by the adverse influences they create.

 There
are no assurances that the Extension Amendments will enable us to complete an Initial Business Combination.

 We
can provide no assurances that an Initial Business Combination will be consummated prior to June 17, 2024. Our ability to consummate
an Initial Business Combination is dependent on a variety of factors, many of which are beyond our control. In connection with the votes
to approve the Extension Amendments, the holders of an aggregate of 10,356,877 shares of our Public Stock properly exercised their right
to redeem their shares for an aggregate redemption amount of approximately $106.0 million since the Company's inception. We will
be required to offer stockholders redemption rights again in connection with any stockholder vote to approve an Initial Business Combination.
Even if an Initial Business Combination is approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate an Initial Business Combination on commercially acceptable terms, or at all. Other than in connection with a redemption
offer or liquidation, our stockholders may be unable to recover their investment except through sales of our Public Stock on the open
market. The price of our Public Stock may be volatile, and there can be no assurance that stockholders will be able to dispose of their
Public Stock at favorable prices, or at all.

 The
SEC has adopted rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential Initial Business
Combination target, or others may determine to undertake in connection with such rules may increase our costs and the time needed to
complete our Initial Business Combination and may constrain the circumstances under which we could complete an Initial Business Combination.

 On
January 24, 2024, the SEC adopted final rules (the "SPAC Final Rules") relating to, among other items, disclosures in SEC
filings in connection with business combination transactions between special purpose acquisition companies such as us and private operating
companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings
in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination
transactions; and the extent to which special purpose acquisition companies could become subject to regulation under the Investment Company
Act. The 2024 SPAC Rules will become effective on July 1, 2024. Certain of the procedures that we, a potential Initial Business Combination
target, or others may determine to undertake in connection with the SPAC Final Rules, or pursuant to the SEC's views expressed
in the SPAC Final Rules, may increase the costs of negotiating and completing an Initial Business Combination and the time required to
consummate a transaction, and may constrain the circumstances under which we could complete an Initial Business Combination.

 If
we are deemed to be an investment company, 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.

 If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including restrictions
on the nature of our investments and 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 certain burdensome requirements, including: registration as an investment
company; adoption of a specific form of corporate structure; 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. Our business is to identify and complete
a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses
or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive
investor.

 We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
in the Trust Account may only be invested in United States "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust
agreement, the trustee is not permitted to invest in other securities or assets. 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 intend to avoid being deemed an "investment company"
within the meaning of the Investment Company Act. Our shares are not intended for persons who are seeking a return on investments in
government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earlier to occur
of either: (i) the completion of our primary business objective, which is a business combination; or (ii) absent a business combination,
our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the Public Stock. If we do
not invest the proceeds as discussed above, we may be deemed to be 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 a business combination. If we are unable to complete our Initial Business Combination,
our public stockholders may receive only approximately $10.10 per share on the liquidation of our Trust Account and our Rights and Public
Warrants will expire worthless.

 If
we were deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities
so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an Initial Business Combination
and instead to liquidate the Company.

 In
the adopting release for the SPAC Final Rules, the SEC provided guidance that a SPAC's potential status as an "investment
company" depends on a variety of factors, such as a SPAC's duration, asset composition, business purpose and activities and
"is a question of facts and circumstances" requiring individualized analysis. If we were deemed to be an investment company
under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance
requirements. Although we do not believe that our principal activities will subject us to regulation as an investment company under the
Investment Company Act, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless
we were able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to
complete an Initial Business Combination and instead to liquidate the Company.

We have in the past instructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in
the Trust Account in cash, and we could do so again in the future. As a result of any such liquidation,
we may receive less interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public
stockholders would receive upon any redemption or liquidation of the Company.

 The
funds in the Trust Account have, since our Initial Public Offering, been
held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S.
government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act or in cash. To mitigate
the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the
Investment Company Act) and thus subject to regulation under the Investment Company Act, prior to the 24-month anniversary of the effective
date of our IPO Registration Statement, we instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S.
government treasury obligations or money market funds held in the Trust Account and thereafter to maintain all funds in the Trust Account
in cash in an interest-bearing bank account. Although we subsequently reinvested such funds in marketable securities, we could instruct the trustee to liquidate
the securities held in the Trust Account again in the future. As a result of any such liquidation, we may receive less
interest, if any, on the funds held in the Trust Account than if the assets in the Trust Account had remained in U.S. government securities
or money market funds. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay
our taxes, if any, and certain other expenses as permitted. As a result, our liquidation of the securities held in the Trust Account
and the holding of all funds in the Trust Account in cash could reduce the dollar amount our public stockholders would receive upon any
redemption or liquidation of the Company.

 The
requirement that we complete our Initial Business Combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating our Initial Business Combination.

 We
have until June 17, 2024 (if we extend the period of time to consummate a business combination by the full amount of time) to complete
our Initial Business Combination. Any potential target business with which we enter into negotiations concerning a business combination
will be aware of this requirement. Consequently, such target business may obtain leverage over us in negotiating a business combination,
knowing that if we do not complete a business combination with that particular target business, we may be unable to complete a business
combination with any other target business. This risk will increase as we get closer to the time limit referenced above. In addition,
we may have limited time to conduct due diligence and may enter into our Initial Business Combination on terms that we would have rejected
upon a more comprehensive investigation.

 We
are required by the Nasdaq Listing Rules to consummate an Initial Business Combination within 36 months of the effectiveness of our Initial
Public Offering registration statement. In the event we do not consummate our Initial Business Combination within this time period, or
securities could be subject to delisting,

to IM-5101-2(b) of the Nasdaq Listing Rules, we must consummate an Initial Business Combination within 36 months of the effectiveness
of our Initial Public Offering registration statement, or by September 14, 2024. If we do not consummate an Initial Business Combination
by September 14, 2024, Nasdaq may issue a Staff Delisting Determination under Rule 5810 to delist our securities. If Nasdaq delists our
securities from trading on its exchange, we could face significant material adverse consequences. See " Item 1A. – Risk
Factors – Nasdaq may delist our securities from quotation on its exchange, which could limit investors' ability to make transactions
in our securities and subject us to additional trading restrictions."

 We
may not obtain a fairness opinion with respect to the target business that we seek to consummate our Initial Business Combination with
and therefore you may be relying solely on the judgment of our board of directors in approving a proposed business combination.

 We
will only be required to obtain a fairness opinion with respect to the target business that we seek to consummate our Initial Business
Combination with if it is an entity that is affiliated with any of our insiders, officers or directors (including Trefis). In all other
instances, we will have no obligation to obtain an opinion. If no opinion is obtained, our stockholders will be relying on the judgment
of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such
standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our Initial
Business Combination.

 Resources
could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our Initial Business Combination, our public stockholders
may receive only approximately $10.10 per share on the liquidation of our Trust Account and our Rights and Public Warrants will expire
worthless.

 The
investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.
If we decide not to complete a specific Initial Business Combination, the costs incurred up to that point for the proposed transaction
likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete
our Initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to
us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our Initial Business Combination, our public stockholders may receive only approximately $10.10
per share, subject to certain adjustments, on the liquidation of our Trust Account and our Rights and Public Warrants will expire worthless.

 Compliance
with the Sarbanes-Oxley Act requires substantial financial and management resources and may increase the time and costs of completing
an Initial Business Combination.

 Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal control and may require that we have such
system of internal control audited. If we fail to maintain the adequacy of our internal control, we could be subject to regulatory scrutiny,
civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business.
Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public accounting firm report on management's
evaluation of our system of internal control, although as an "emerging growth company" as defined in the JOBS Act, we may
take advantage of an exemption to this requirement. A target company may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of their internal control. The development of the internal control of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Initial Business Combination.

 We
are an "emerging growth company" and a smaller reporting company and we cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies or smaller reporting companies will make our securities less attractive to investors.

 We
are an "emerging growth company," as defined in the JOBS Act. We will remain an "emerging growth company" for
up to five years following our Initial Public Offering. However, if our non-convertible debt issued within a three-year period exceeds
$1.0 billion or revenues exceeds $1.235 billion, or the market value of our shares of Common Stock that are held by non-affiliates exceeds
$700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as
of the following fiscal year. As an emerging growth company, we are not being required to comply with the auditor attestation requirements
of section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay
the adoption of new or revised accounting standards that have different effective dates for public and private companies until those
standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company
effective dates. We cannot predict if investors will find our shares less attractive because we may rely on these provisions. If some
investors find our shares less attractive as a result, there may be a less active trading market for our shares and our share price may
be more volatile.

 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 an 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, will not adopt the new or revised standard until the time private companies are
required to 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 which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accountant standards used.

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

 Provisions
in our Certificate of Incorporation and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might
be willing to pay in the future for our Common Stock and could entrench management.

 Our
Certificate of Incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to
be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate
the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions
that otherwise could involve payment of a premium over prevailing market prices for our securities.

 We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions
may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over
prevailing market prices for our securities.

we must furnish our stockholders with target business financial statements prepared in accordance with U.S. generally accepted accounting
principles or international financial reporting standards, we may lose the ability to complete an otherwise advantageous Initial Business
Combination with some prospective target businesses.

 The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports. These financial statements may be required
to be prepared in accordance with, or be reconciled to U.S. 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 Public Company Accounting Oversight Board (United States),
or PCAOB. We will include the same financial statement disclosure in connection with any tender offer documents we use, whether or not
they are required under the tender offer rules. These financial statement requirements may limit the pool of potential target businesses
we may consummate our 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.

 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.

 In
recent years, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

 The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive
for us to negotiate an Initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage
as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable
terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the
post-business combination entity's ability to attract and retain qualified officers and directors.

 In
addition, even after we were to complete an Initial Business Combination, our directors and officers could still be subject to potential
liability from claims arising from conduct alleged to have occurred prior to the Initial Business Combination. As a result, in order
to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to
any such claims ("run-off insurance"). The need for runoff insurance would be an added expense for the post-business combination
entity and could interfere with or frustrate our ability to consummate an Initial Business Combination on terms favorable to our investors.

 Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments 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. 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 and results of
operations.

 Unstable
market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have
serious adverse consequences on our business, financial condition and stock price.

 The
global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity
and credit availability, declines in consumer confidence, declines in economic growth, inflationary pressure and interest rate changes,
increases in unemployment rates and uncertainty about economic stability. More recently, the closures of Silicon Valley Bank and Signature
Bank and their placement into receivership with the Federal Deposit Insurance Corporation ("FDIC") created bank-specific
and broader financial institution liquidity risk and concerns. Although the Department of the Treasury, the Federal Reserve, and the
FDIC jointly confirmed that depositors at SVB and Signature Bank would continue to have access to their funds, even those in excess of
the standard FDIC insurance limits, under a systemic risk exception, future adverse developments with respect to specific financial institutions
or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term
working capital needs, and create additional market and economic uncertainty. There can be no assurance that future credit and financial
market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely
affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market
conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may
cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure
to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy,
financial performance and stock price and could require us to delay or abandon our business plans. In addition, there is a risk that
one or more of our financial institutions or other third parties with whom we do business may be adversely affected by the foregoing
risks, which may have an adverse effect on our business.

 RISKS
RELATING TO OUR SPONSOR, MANAGEMENT TEAM AND DIRECTORS

 Our
insiders, officers, directors and advisory board members, control a substantial interest in us and thus may influence certain actions
requiring a stockholder vote.

 Our
insiders, officers, directors and advisory board members collectively beneficially own approximately 72% of our issued and outstanding
shares of Common Stock. In addition, our insiders, officers, directors or their affiliates could determine in the future to make such
purchases in the open market or in private transactions, to the extent permitted by law, in order to influence the vote. In connection
with any vote for a proposed business combination, our insiders, officers, directors and advisory board members have agreed to vote the
shares of Common Stock owned by them immediately before the Initial Public Offering as well as any shares of Common Stock acquired in
the Initial Public Offering or in the aftermarket in favor of such proposed business combination, and therefore will have a significant
influence on the vote.

 If
we seek stockholder approval of our business combination, our Sponsor, founders, directors, officers, advisors and their affiliates may
elect to purchase shares from stockholders, in which case they may influence a vote in favor of a proposed business combination that
you do not support.

 If
we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our Sponsor, founders, directors, officers, advisors or their affiliates may purchase shares in privately
negotiated transactions either prior to or following the consummation of our Initial Business Combination. Such purchases will not be
made if our Sponsor, founders, directors, officers, advisors or their affiliates are in possession of any material non-public information
that has not been disclosed to the selling stockholder. Such a purchase would include a contractual acknowledgement that such stockholder,
although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption
rights. In the event that our Sponsor, founders, directors, officers, advisors or their affiliates purchase shares in privately negotiated
transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be
required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by our
Sponsor, founders, directors, officers, advisors or their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange
Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing,
pricing and volume of purchases.

 The
purpose of such purchases would be to (1) increase the likelihood of obtaining stockholder approval of the business combination or (2)
satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at
the closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in the consummation
of an Initial Business Combination that may not otherwise have been possible.

 Our
board of directors is divided into three classes and, therefore, our insiders will continue to exert control over us until the closing
of a business combination.

 Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of
directors being elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect new directors prior
to the consummation of our Initial Business Combination, in which case all of the current directors will continue in office until at
least the consummation of the business combination. If there is an annual meeting, as a consequence of our "staggered" board
of directors, fewer than half of the board of directors will be considered for election and our insiders, because of their ownership
position, will have considerable influence regarding the outcome. Accordingly, our insiders will continue to exert control at least until
the consummation of our Initial Business Combination.

 Reimbursement
of out-of-pocket expenses incurred by our insiders, officers, directors, advisory board members or any of their affiliates in connection
with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations, could
reduce the funds available to us to consummate a business combination. In addition, an indemnification claim by one or more of our officers
and directors in the event that any of them are sued in their capacity as an officer or director could also reduce the funds available
to us outside of the Trust Account.

 We
may reimburse our insiders, officers, directors, advisory board members or any of their affiliates for out-of-pocket expenses incurred
in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations.
There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, that, to the extent such expenses exceed the
available proceeds not deposited in the trust, such expenses would not be reimbursed by us unless we consummate an Initial Business Combination.
In addition, pursuant to our Certificate of Incorporation and Delaware law, we may be required to indemnify our officers and directors
in the event that any of them are sued in their capacity as an officer or director. We have entered into agreements with our officers
and directors to provide contractual indemnification in addition to the indemnification provided for in our Certificate of Incorporation
and under Delaware law. In the event that we reimburse our insiders, officers, directors, advisory board members or any of their affiliates
for out-of-pocket expenses prior to the consummation of a business combination or are required to indemnify any of our officers or directors
pursuant to our Certificate of Incorporation, Delaware law, or the indemnity agreements that we have entered into with them, we would
use funds available to us outside of the Trust Account. Any reduction in the funds available to us could have a material adverse effect
on our ability to locate and investigate prospective target businesses and to structure, negotiate, conduct due diligence in connection
with or consummate our Initial Business Combination.

 Our
management may not be able to maintain control of a target business after our Initial Business Combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.

 We
may structure our Initial Business Combination such that the post-transaction company owns less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we
will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of
the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders
prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed
to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial
number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior
to our Initial Business Combination could own less than a majority of our outstanding shares subsequent to our Initial Business Combination.
In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger
share of the company's stock than we initially acquired. Accordingly, this may make it more likely that our management will not
be able to maintain our control of the target business.

 Our
ability to successfully effect our Initial Business Combination and to be successful thereafter will be totally dependent upon the efforts
of our key personnel, some of whom may join us following our Initial Business Combination. While we intend to closely scrutinize any
individuals we engage after our Initial Business Combination, our assessment of these individuals may not prove to be correct.

 Our
ability to successfully effect our Initial Business Combination is dependent upon the efforts of our key personnel. We believe that our
success depends on the continued service of our key personnel, at least until we have consummated our Initial Business Combination. None
of our officers are required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest
in allocating management time among various business activities, including identifying potential business combinations and monitoring
the related due diligence. If our officers' and directors' other business affairs require them to devote more substantial
amounts of time to their other business activities, it could limit their ability to devote time to our affairs and could have a negative
impact on our ability to consummate our Initial Business Combination. In addition, we do not have employment agreements with, or key-man
insurance on the life of, any of our officers. The unexpected loss of the services of our key personnel could have a detrimental effect
on us.

 The
role of our key personnel after our Initial Business Combination, however, remains to be determined. Although some of our key personnel
may serve in senior management or advisory positions following our Initial Business Combination, it is likely that most, if not all,
of the management of the target business will remain in place. These individuals may be unfamiliar with the requirements of operating
a public company which could cause us to have to expend time and resources helping them become familiar with such requirements. This
could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

 We
may have a limited ability to assess the management of a prospective target business and, as a result, may effectuate our Initial Business
Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

 When
evaluating the desirability of effecting our Initial Business Combination with a prospective target business, our ability to assess the
target business' management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target's management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities
we suspected. Should the target's management not possess the skills, qualifications or abilities necessary to manage a public company,
the operations and profitability of the post-combination business may be negatively impacted.

 Our
officers and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target business
we may seek to consummate our Initial Business Combination with.

 We
may consummate a business combination with a target business in any geographic location or industry we choose. Our officers and directors
may not have enough experience or sufficient knowledge relating to the jurisdiction of the target or its industry to make an informed
decision regarding our Initial Business Combination.

 Past
performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

 Information
regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their
respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success
with respect to any business combination that we may consummate. You should not rely on the historical record of our management team
or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to,
generate going forward. Our management has no experience in operating special purpose acquisition companies.

 Our
management team is not experienced in pursuing business combinations on behalf of blank check companies.

 Other
blank check companies may be sponsored and managed by individuals with prior experience in completing business combinations between blank
check companies and target businesses. Our managements' lack of experience may not be viewed favorably by target businesses.

 Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.
These agreements may provide for them to receive compensation following our Initial Business Combination and as a result, may cause them
to have conflicts of interest in determining whether a particular business combination is the most advantageous.

 Our
key personnel may be able to remain with the company after the completion of our business combination only if they are able to negotiate
employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with
the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments
and/or our securities for services they would render to us after the completion of the business combination. The personal and financial
interests of such individuals may influence their motivation in identifying and selecting a target business.

 Our
insiders, officers, directors, advisory board members and their affiliates may be owed reimbursement for out-of-pocket expenses which
may cause them to have conflicts of interest in determining whether a particular business combination is most advantageous.

 Our
insiders, officers, directors, advisory board members and their affiliates may incur out-of-pocket expenses in connection with certain
activities on our behalf, such as identifying and investigating possible business targets and combinations. We have no policy that would
prohibit these individuals and their affiliates from negotiating the reimbursement of such expenses by a target business. As a result,
the personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

 Members
of our management team may have affiliations with entities engaged in business activities similar to those intended to be conducted by
us and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 Members
of our management team may have affiliations with companies, including companies that are engaged in business activities similar to those
intended to be conducted by us. Accordingly, they may participate in transactions and have obligations that may be in conflict or competition
with our consummation of our Initial Business Combination. As a result, a potential target business may be presented by our management
team to another entity prior to its presentation to us and we may not be afforded the opportunity to engage in a transaction with such
target business.

 We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our executive officers, directors or insiders, which may raise potential conflicts of interest.

 In
light of the involvement of our insiders, officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our insiders, officers and directors. In addition, concurrently with the completion of our Initial Business Combination
we may seek to combine with Trefis, which is partially owned by members of our Sponsor and certain members of our board of directors
(including our Chief Executive Officer). Our directors also serve as officers and board members for other entities. Our insiders, officers,
directors are not currently aware of any specific opportunities for us to complete our business combination with any entities with which
they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities
(other than Trefis). Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we
would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth
in " Item 1. - Business - Effecting Our Initial Business Combination - Source of Target Business," such transaction
was approved by a majority of our disinterested and independent directors (if we have any at that time), and we obtain an opinion from
an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point
of view. Despite our agreement to obtain an opinion from an independent investment banking firm regarding the fairness to our company
from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our officers,
directors or insiders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not
be as advantageous to our public stockholders as they would be absent any conflicts of interest.

 The
shares beneficially owned by our insiders, officers, directors and advisory board members will not participate in a redemption and, therefore,
our insiders, officers and directors may have a conflict of interest in determining whether a particular target business is appropriate
for our Initial Business Combination.

 Our
insiders have waived their right to convert their founder shares in connection with a business combination and their redemption rights
with respect to their insider shares if we are unable to consummate our Initial Business Combination. Accordingly, these securities will
be worthless if we do not consummate our Initial Business Combination. The personal and financial interests of our directors, officers
and advisory board members may influence their motivation in timely identifying and selecting a target business and completing a business
combination. Consequently, our directors', officers' and advisory board members' discretion in identifying and selecting
a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular
business combination are appropriate and in our stockholders' best interest.

 If
we are unable to consummate a business combination, any loans made by our insiders, officers, directors or their affiliates would not
be repaid, resulting in a potential conflict of interest in determining whether a potential transaction is in our stockholders'
best interest.

 In
order to meet our working capital needs following the consummation of the Initial Public Offering, our initial stockholders, officers
and directors or their affiliates or our Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion. The loans would be non-interest bearing and would be payable at the consummation
of a business combination. If we fail to consummate a business combination within the required time period, the loans would not be repaid.
Consequently, our directors and officers may have a conflict of interest in determining whether the terms, conditions and timing of a
particular business combination are appropriate and in our stockholders' best interest.

 Since
our insiders will lose their entire investment in us if our Initial Business Combination is not completed and our insiders may have differing
personal and financial interests than you, a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our Initial Business Combination.

 In
March 2021, our Sponsor purchased 2,875,000 founder shares for an aggregate price of $25,000. Prior to the initial investment in the
company of $25,000 by our Sponsor, we had no assets, tangible or intangible. The number of founder shares issued was determined based
on the expectation that such founder shares would represent approximately 20% of the outstanding shares of our Common Stock after the
Initial Public Offering. Prior to the effectiveness of our registration statement, we entered into agreements with our directors in connection
with their board service for our Sponsor to transfer an aggregate of 277,576 of its founder shares to our directors for no cash consideration,
which shares were subsequently transferred prior to the effective date of our registration statement. In addition, prior to the effectiveness
of our registration statement, we entered into agreements with certain members of our advisory board in connection their advisory board
service for our Sponsor to transfer an aggregate of 60,000 of its founder shares to such members of the advisory board for no cash consideration,
which shares were subsequently transferred prior to the effective date of our registration statement. The founder shares will be worthless
if we do not complete an Initial Business Combination.

 In
addition, our Sponsor purchased 10,900,000 Private Placement Warrants at a purchase price of $0.50 per Warrant, or $5,450,000 in the
aggregate. Our insiders and advisory board members have agreed (i) to vote any shares owned by them in favor of any proposed business
combination and (ii) not to redeem any founder shares in connection with a stockholder vote to approve a proposed Initial Business Combination.
In addition, we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director. The personal and financial interests
of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an
Initial Business Combination and influencing the operation of the business following the Initial Business Combination.

 Since
our Sponsor paid less than $0.01 per share for the founder shares, our insiders could potentially make a substantial profit even if we
acquire a target business that subsequently declines in value.

 In
March 2021, our Sponsor purchased 2,875,000 founder shares for an aggregate price of $25,000. Prior to the effectiveness of our registration
statement, we entered into agreements with our directors in connection with their board service for our Sponsor to transfer an aggregate
of 277,576 of its founder shares to our directors for no cash consideration, which shares were subsequently transferred prior to the
effective date of our registration statement. In addition, prior to the effectiveness of our registration statement, we entered into
agreements with certain of our advisory board members for our Sponsor to transfer an aggregate of 60,000 of its founder shares to such
members of the advisory board for no cash consideration, which shares were subsequently transferred prior to the effective date of our
registration statement. As a result, the low acquisition cost of the founder shares creates an economic incentive whereby our insiders
could potentially make a substantial profit even if we acquire a target business that subsequently declines in value and is unprofitable
for public investors.

 RISKS
RELATING TO OUR SECURITIES

 We
may issue shares of our capital stock to complete our Initial Business Combination, which would reduce the equity interest of our stockholders
and likely cause a change in control of our ownership.

 Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of Common Stock, par value $0.0001 per share, and up
to 1,000,000 shares of preferred stock, par value $0.0001 per share. At December 31, 2023, there were 84,015,211 authorized
but unissued shares of Common Stock and 1,000,000 authorized but unissued shares of preferred stock available for issuance (after appropriate
reservation for the issuance of the shares underlying the Rights, Private Placement Warrants and Public Warrants). Although we had no
commitment as of December 31, 2023, we may issue a substantial number of additional shares of Common Stock or shares of preferred stock,
or a combination of Common Stock and preferred stock, to complete our Initial Business Combination. The issuance of additional shares
of Common Stock or preferred stock:

 may
 significantly reduce the equity interest of our investors;

 may
 subordinate the rights of holders of shares of Common Stock if we issue shares of preferred stock with rights senior to those afforded
 to our shares of Common Stock;

 may
 cause a change in control if a substantial number of shares of Common Stock are issued, which may affect, among other things, our
 ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
 and directors; and

 may
 adversely affect prevailing market prices for our shares of Common Stock.

 We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our stockholders' investment in us.

 Although
we have no commitments as of the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise
incur outstanding debt, we may choose to incur substantial additional debt to complete our business combination. However, the incurrence
of debt could have a variety of negative effects, including:

 default
 and foreclosure on our assets if our operating revenues after our Initial Business Combination are insufficient to repay our debt
 obligations;

 acceleration
 of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
 that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 our
 immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

 our
 inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such
 financing while the debt security is outstanding; and

 limitations
 on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution
 of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

 Holders
of warrants will not have redemption rights.

 If
we are unable to complete an Initial Business Combination within the required time period and we redeem the funds held in the Trust Account,
our Warrants will expire and holders will not receive any of the amounts held in the Trust Account in exchange for such Warrants.

 We
have no obligation to net cash settle the Warrants.

 In
no event will we have any obligation to net cash settle the Warrants. Accordingly, the Warrants may expire worthless.

 If
we do not maintain a current and effective prospectus relating to the shares of Common Stock issuable upon exercise of the redeemable
Warrants, holders will only be able to exercise such redeemable Warrants on a "cashless basis" which would result in a fewer
number of shares being issued to the holder had such holder exercised the redeemable Warrants for cash.

 Except
as set forth below, if we do not maintain a current and effective prospectus relating to the shares of Common Stock issuable upon exercise
of the Warrants at the time that holders wish to exercise such Warrants, they will only be able to exercise them on a "cashless
basis," provided that an exemption from registration is available. As a result, the number of the shares of Common Stock that a
holder will receive upon exercise of its Warrants will be fewer than it would have been had such holder exercised its Warrant for cash.
Further, if an exemption from registration is not available, holders would not be able to exercise their Warrants on a cashless basis
and would only be able to exercise their Warrants for cash if a current and effective prospectus relating to the shares of Common Stock
issuable upon exercise of the Warrants is available. Under the terms of the warrant agreement, we have agreed to use our best efforts
to meet these conditions and to maintain a current and effective prospectus relating to the shares of Common Stock issuable upon exercise
of the Warrants until the expiration of the Warrants. However, we cannot assure you that we will be able to do so. If we are unable to
do so, the potential "upside" of the holder's investment in our company may be reduced or the Warrants may expire worthless.

 An
investor will only be able to exercise Warrants if the issuance of the shares of Common Stock upon such exercise has been registered
or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the Warrants.

 No
Warrants will be exercisable for cash, and we will not be obligated to issue the shares of Common Stock unless the shares of Common Stock
issuable upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of residence
of the holder of the Warrants. At the time that the Warrants become exercisable, we expect to continue to be listed on a national securities
exchange, which would provide an exemption from registration in every state. However, we cannot assure you of this fact. If the shares
of Common Stock issuable upon exercise of the Warrants are not qualified or exempt from qualification in the jurisdictions in which the
holders of the Warrants reside, the Warrants may be deprived of any value, the market for the Warrants may be limited and they may expire
worthless if they cannot be sold.

 Our
management's ability to require holders of our redeemable Warrants to exercise such redeemable Warrants on a cashless basis will
cause holders to receive fewer shares of Common Stock upon their exercise of the redeemable Warrants than they would have received had
they been able to exercise their redeemable Warrants for cash.

 If
we call our Warrants for redemption after the redemption criteria for such Warrants have been satisfied, our management will have the
option to require any holder that wishes to exercise its Warrants (including any Warrants held by our initial stockholders or their permitted
transferees) to do so on a "cashless basis." If our management chooses to require holders to exercise their Warrants on a
cashless basis, the number of the shares of Common Stock received by a holder upon exercise will be fewer than it would have been had
such holder exercised its Warrants for cash. This will have the effect of reducing the potential "upside" of the holder's
investment in our company.

 We
may amend the terms of the Warrants in a way that may be adverse to holders with the approval by the holders of a majority of the then
outstanding Warrants.

 Our
Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision. The warrant agreement requires the approval by the holders of a majority of the then
outstanding Warrants (including the Private Placement Warrants) in order to make any change that adversely affects the interests of the
registered holders; provided, however that an exchange offer made to both the Public Warrants and the Private Placement Warrants on the
same terms will not constitute an amendment requiring consent of any Warrant holder.

 Each
of our rights agreement and warrant agreement designates the courts of the State of New York or the United States District Court for
the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated
by holders of our Rights and holders of our Warrants, which could limit the ability of Rights holders and Warrant holders to obtain a
favorable judicial forum for disputes with our company.

 Each
of our rights agreement and our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against
us or the rights agent or warrant agent, as applicable, arising out of or relating in any way to the rights agreement or warrant agreement,
as applicable, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and (ii) that we, the rights agent and the warrant agent irrevocably submit to such jurisdiction, which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim. We, the rights agent and the warrant agent will waive any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 Notwithstanding
the foregoing, these exclusive forum provisions shall not apply to suits brought to enforce a duty or liability created by the Exchange
Act, any other claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under
the Securities Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder. In addition, stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 This
choice-of-forum provision may limit a Rights holder's or Warrant holder's ability to bring a claim in a judicial forum that
it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision
of either our rights agreement or warrant agreement inapplicable or unenforceable with respect to one or more of the specified types
of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially
and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources
of our management and board of directors.

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

 Our
securities are currently listed on Nasdaq, a national securities exchange. We cannot assure you that our securities will continue to
be listed on Nasdaq in the future or prior to our Initial Business Combination. In order to continue listing our securities on Nasdaq
prior to our Initial Business Combination, we must maintain certain financial, distribution and stock price levels. Generally, we must
maintain a minimum amount in stockholders' equity (generally $2,500,000) and a minimum number of holders of our securities (generally
300 round lot holders). Additionally, in connection with our Initial Business Combination, we will be required to demonstrate compliance
with Nasdaq's initial listing requirements, which are more rigorous than Nasdaq's continued listing requirements, in order
to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least
$4.00 per share, our stockholders' equity would generally be required to be at least $5.0 million and we would be required to have
a minimum of 300 round lot holders (with at least 50% of such round lot holding securities with a market value of at last $2,500) of
our securities, and we would be required to have $15.0 million market value of publicly held shares. We cannot assure you that we will
be able to meet those initial listing requirements at that time.

 If
Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity with respect to our securities;

 a
 determination that our shares are a "penny stock," which will require brokers trading in our shares to adhere to more
 stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares;

 a
 limited amount of news and analyst coverage for our company; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as "covered securities." Because our Units, Common Stock, Rights and Warrants
are currently listed on Nasdaq, our Units, Common Stock, Rights and Warrants are covered securities. Although the states are preempted
from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a
particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by
blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and
might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further,
if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state
in which we offer our securities.

 The Company has identified material weaknesses in its internal control over financial reporting. If the Company
is unable to develop and maintain an effective system of internal control over financial reporting, the Company may not be able to accurately
report its financial results in a timely manner, which may adversely affect investor confidence in the Company and materially and adversely
affect the Company's business and operating results.

 During
the preparation of the Company's financial statements as of and for the period ended September 30, 2023, the Company identified
a material weakness in its internal control over financial reporting related to incorrectly filing income taxes in the state of Delaware.
The Company will file an amended return and will file its income tax returns in the U.S., Massachusetts, and Florida jurisdictions.

 During the preparation of the Company's financial statements as of and for the year ended December 31, 2023,
the Company identified a material weakness in its internal control over financial reporting related to its Trust Account withdrawals.
In 2023, the Company withdrew $898,940 of interest and dividend income earned in the Trust Account,
which was restricted for payment of the Company's tax liabilities as provided in the Company's Certificate of Incorporation.
During the year ended December 31, 2023, a portion of these funds was inadvertently used for the payments of general operating expenses.
Such amounts were disbursed without appropriate review and approval to ensure that the disbursements were made in accordance with the
investment management trust agreement between Continental Stock Transfer & Trust Company and the Company. As a result of this issue,
management concluded that a material weakness exists in our internal control over financial reporting related to the review and approval
of cash disbursements.

 We
may require public stockholders who wish to convert their shares of Common Stock in connection with a vote of stockholders on a proposed
business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion
rights prior to the deadline for exercising their rights.

 In
connection with any stockholder meeting called to approve a proposed Initial Business Combination, each public stockholder will have
the right, regardless of whether he or she is voting for or against such proposed business combination, to demand that we convert his
or her shares of Common Stock into a share of the Trust Account. We may require public stockholders seeking to convert their shares in
connection with a stockholder vote on a proposed business combination, whether they are a record holder or hold their shares in "street
name," to either tender their certificates to our transfer agent or to deliver their shares to the transfer agent electronically
using Depository Trust Company's ("DTC") DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option,
at least two business days on the Initial Business Combination (a tender of shares is always required in connection with a tender offer).
In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and our transfer agent will
need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain
physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC,
it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short
time to deliver shares through the DWAC System, this may not be the case. Under Delaware law and our bylaws, we are required to provide
at least 10 days' advance notice of any stockholder meeting, which would be the minimum amount of time a public stockholder would
have to determine whether to exercise conversion rights. Accordingly, if it takes longer than we anticipate for stockholders to deliver
their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may
be unable to convert their shares.

 If
we require public stockholders who wish to convert their shares of Common Stock to comply with the delivery requirements discussed above
for conversion, such converting stockholders may be unable to sell their securities when they wish to in the event that the proposed
business combination is not approved.

 If
we require public stockholders who wish to convert their shares of Common Stock to comply with the delivery requirements discussed above
for conversion and such proposed business combination is not consummated, we will promptly return such certificates to the tendering
public stockholders. Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their
securities after the failed business combination until we have returned their securities to them. The market price for our shares of
Common Stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders
that did not seek conversion may be able to sell their securities.

 Our
Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable
judicial forum for disputes with our company or our company's directors, officers or other employees.

 Our
Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery
in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative
action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any
director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting
a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation
Law or the Corporation's Certificate of Incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its
directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim
as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery
(and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),
which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery
does not have subject matter jurisdiction. Our Certificate of Incorporation further provides that, unless we consent in writing to the
selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America
will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws
of the United States, including, in each case, the applicable rules and regulations promulgated thereunder. While the Delaware courts
have determined that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue
other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by
a court in those other jurisdictions. Furthermore, stockholders cannot waive compliance with the federal securities laws and the rules
and regulations thereunder.

 This
choice-of-forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes
with our company or its directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to
find this provision of our Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the specified types
of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially
and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources
of our management and board of directors.

 Our
outstanding Warrants may have an adverse effect on the market price of our shares of Common Stock and make it more difficult to effect
a business combination.

 We
have issued Public Warrants that may result in the issuance of up to 5,750,000 shares of Common Stock as part of the Units issued in
the Initial Public Offering, and Private Placement Warrants that may result in the issuance of an additional 5,450,000 shares of Common
Stock. The potential for the issuance of a substantial number of additional shares upon exercise of the Warrants could make us a less
attractive acquisition vehicle in the eyes of a target business. Such Warrants, when exercised, will increase the number of issued and
outstanding shares of Common Stock and reduce the value of the shares issued to complete the business combination. Accordingly, our Warrants
may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally,
the sale, or even the possibility of sale, of the shares underlying the Warrants could have an adverse effect on the market price for
our securities or on our ability to obtain future financing. If and to the extent these Warrants are exercised, you may experience dilution
to your holdings.

 If
our insiders exercise their registration rights, it may have an adverse effect on the market price of our shares of Common Stock and
the existence of these rights may make it more difficult to effect our Initial Business Combination.

 Our
insiders and advisory board members are entitled to make a demand that we register the resale of the founder shares (a total of 2,875,000
shares) at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, our Sponsor
is entitled to demand that we register the resale of the 5,450,000 shares of Common Stock underlying the Private Placement Warrants and
any securities our Sponsor may be issued in payment of working capital loans made to us at any time after we consummate a business combination.
The presence of these additional shares of Common Stock trading in the public market may have an adverse effect on the market price of
our securities. In addition, the existence of these rights may make it more difficult to effectuate our Initial Business Combination
or increase the cost of consummating our Initial Business Combination with the target business, as the stockholders of the target business
may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the
potential effect the exercise of such rights may have on the trading market for our shares of Common Stock.

 A
market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

 The
price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.
Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable
to sell your securities unless a market can be established and sustained.

 RISKS
RELATING TO ACQUIRING AND OPERATING A BUSINESS OUTSIDE OF THE UNITED STATES

 If
we effect our Initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional
risks that may negatively impact our operations.

 We
may effect our Initial Business Combination with a company located outside of the United States. If we did, we would be subject to any
special considerations or risks associated with companies operating in the target business' home jurisdiction, including any of
the following:

 rules
 and regulations or currency conversion or corporate withholding taxes on individuals;

 tariffs
 and trade barriers;

 regulations
 related to customs and import/export matters;

 longer
 payment cycles;

 tax
 issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency
 fluctuations and exchange controls;

 challenges
 in collecting accounts receivable;

 cultural
 and language differences;

 employment
 regulations;

 crime,
 strikes, riots, civil disturbances, terrorist attacks and wars; and

 deterioration
 of political relations with the United States.

 We
may not be able to adequately address these additional risks. If we are unable to do so, our operations may suffer.

 If
we effect our Initial Business Combination with a target business located outside of the United States, the laws applicable to such target
business will likely govern all of our material agreements and we may not be able to enforce our legal rights.

 If
we effect our Initial Business Combination with a target business located outside of the United States, the laws of the country in which
such target business is domiciled will govern almost all of the material agreements relating to its operations. The target business may
not be able to enforce any of its material agreements in such jurisdiction and appropriate remedies to enforce its rights under such
material agreements may not be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction
may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under
any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we consummate
our Initial Business Combination with a company located outside of the United States, it is likely that substantially all of our assets
would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a
result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our
directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our
directors and officers under Federal securities laws.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM
1C. CYBERSECURITY

 We
are a blank check company with no business operations. Since our Initial Public Offering, our sole business activity has been to search
for and select a prospective acquisition candidate. However, because we have investments in our Trust Account and bank deposits and we
depend on the digital technologies of third-party service providers, we parties may be subject to attacks on or security breaches in
our or such third parties' systems. Because of our reliance on the technologies of third parties, we also depend upon the personnel
and the processes of such 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, our management will report to the board of directors and provide updates on its
plan for addressing and mitigating any risks associated with such 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 a material adverse effect on our business and lead to financial loss. We have not encountered any
cybersecurity incidents since our Initial Public Offering.

 ITEM
2. PROPERTIES.

 We
maintain executive offices at 125 Cambridgepark Drive, Suite 301, Cambridge, Massachusetts 02140 pursuant to an agreement with our Sponsor.
The cost for this space is included in the aggregate $10,000 per-month fee we pay to this sponsor for office space and administrative
services. We believe, based on rents and fees for similar services, that the fee charged by our Sponsor is at least as favorable as we
could have obtained from an unaffiliated entity. We consider our current office space, combined with the office space otherwise available
to our executive officers, adequate for our current operations.

 ITEM
3. LEGAL PROCEEDINGS.

 As
of December 31, 2023, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending
against us or any members of our management team in their capacity as such, and we and the members of our management team have not been
subject to any such proceeding.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

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

 Market
Information

 Our
Units, shares of Common Stock, Warrants and Rights are listed on Nasdaq under the symbols "WINVU," "WINV," "WINVW"
and "WINVR," respectively.

 Holders

 The
number of holders of record does not include a substantially greater number of "street name" holders, or beneficial
holders whose Units, shares of Common Stock, Warrants and Rights are held of record by banks, brokers and other financial
institutions. As of April 12, 2024, there were 17 holders of record of our shares of Common Stock. As of such date,
all of our Units and Rights were held in street name, and, aside from WinVest SPAC LLC, all of our Warrants were held in street
name.

 Dividends

 We
have not paid any cash dividends on our Common Stock to date and do not intend to pay cash dividends prior to the completion of 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. 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. 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 share capitalizations in the foreseeable future.

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

 On
September 17, 2021, pursuant to our Initial Public Offering, we sold 10,000,000 Units at a price of $10.00 per Unit for a total of $100,000,000,
and we sold an additional 1,500,000 Units for a total of $15,000,000 upon the exercise in full of the over-allotment option on September
23, 2021. Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to
receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public
Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $11.50 per whole share, subject to
adjustment. Chardan Capital Markets, LLC acted as the sole book-running manager. The securities sold in the offering were registered
under the Securities Act on a registration statement on Form S-1 (No. 333-258920). The registration statement became effective on September
14, 2021.

 Simultaneously
with the consummation of the Initial Public Offering, we consummated a private placement of 10,000,000 Private Placement Warrants to
our sponsor at a purchase price of $0.50 per Warrant, or $5,000,000 in the aggregate. In connection with the exercise of the underwriters'
over-allotment option on September 23, 2021, we consummated a sale of an additional 900,000 Private Placement Warrants to our sponsor
in a private placement for an additional $450,000 in gross proceeds, resulting in total gross proceeds from the sales of $5,450,000.
The Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act as the transactions did not involve a public
offering. The Private Placement Warrants are identical to the Public Warrants.

 Of
the gross proceeds received from the Initial Public Offering including the over-allotment option, and the sale of securities in the Private
Placement, $116,150,000 was placed in the Trust Account, including a portion of the proceeds we received from the purchases of Private
Placement Warrants equal to $3,450,000.

 We
paid a total of $2,300,000 in underwriting discounts and commissions and $523,969 for other costs and expenses related to the Initial
Public Offering.

 In
connection with the Extension Amendments, the holders of an aggregate of 10,356,877 shares of our Public Stock have properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash, for an aggregate redemption amount of approximately
$106 million. Following such redemptions, 1,143,123 shares of our Public Stock remained outstanding, and at December 31, 2023, approximately
$12.5 million was left in the Trust Account.

 We
will likely use substantially all of the remainder of the net proceeds of the Initial Public Offering and the Private Placement, including
the funds held in the Trust Account, in connection with our Initial Business Combination and to pay our expenses relating thereto, including
the deferred underwriting discounts and commissions payable to the underwriters in an amount equal to 3.5% of the total gross proceeds
raised in the Initial Public Offering upon consummation of our Initial Business Combination. To the extent that our capital stock is
used in whole or in part as consideration to effect our Initial Business Combination, the proceeds held in the Trust Account which are
not used to consummate a business combination will be disbursed to the combined company and will, along with any other net proceeds not
expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a
variety of ways including continuing or expanding the target business' operations, for strategic acquisitions.

 In
connection with the approval of the November 2022 Extension Amendment, on December 5, 2022, we issued the First Extension Note to our
Sponsor, pursuant to which our Sponsor agreed to loan to us up to $750,000 in connection with the extension of the Termination Date.
The First Extension Note does not bear interest and matures upon the earlier of (a) the closing of the Initial Business Combination and
(b) our liquidation. In the event that we do not consummate an Initial Business Combination, the First Extension Note will be repaid
only from amounts remaining outside of the Trust Account, if any. Upon the consummation of an Initial Business Combination, our Sponsor
may elect to convert any portion or all of the amount outstanding under the First Extension Note into private warrants to purchase shares
of our Common Stock, at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the Private Placement
Warrants (as defined below) issued to our Sponsor at the time of our Initial Public Offering. The balance on the First Extension Note
as of December 31, 2023 was $750,000.

 In
connection with the approval of the June 2023 Extension Amendment, on June 13, 2023, we issued the Second Extension Note to our Sponsor,
pursuant to which our Sponsor agreed to loan us up to $390,000 in connection with the extension of the Termination Date. The Second Extension
Note does not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation.
In the event that we do not consummate an Initial Business Combination, the Second Extension Note will be repaid only from amounts remaining
outside of the Trust Account, if any. Upon the consummation of the Initial Business Combination, our Sponsor may elect to convert any
portion or all of the amount outstanding under the Second Extension Note into private warrants to purchase shares of our Common Stock
at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the Private Placement Warrants issued
to our Sponsor at the time of the Initial Public Offering. The balance on the Second Extension Note as of December 31, 2023 was $390,000.

 In
connection with the approval of the November 2023 Extension Amendment, on December 13, 2023, we issued the Third Extension Note to our
Sponsor, pursuant to which our Sponsor agreed to loan us up to $330,000 in connection with the extension of the Termination Date. The
Third Extension Note does not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b)
our liquidation. In the event that we do not consummate an Initial Business Combination, the Third Extension Note will be repaid only
from amounts remaining outside of the Trust Account, if any. The balance on the Third Extension Note as of December 31, 2023 was $55,000.

the date of this report, we have effected aggregate drawdowns of $1,360,000 under the Extension Notes and caused such sums to be deposited
into the Trust Account in connection with the extension of the Termination Date from December 17, 2022 to April 17, 2024. Such amounts
will be distributed either to: (i) all of the holders of Public Stock upon our liquidation or (ii) holders of Public Stock who elect
to have their shares redeemed in connection with (a) the vote to approve an extension amendment or (b) the consummation of an Initial
Business Combination.

 The
issuance of each of the Extension Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.

 Purchase
of Equity Securities by the Issuer and Affiliated Purchasers

 The
following table provides information on a monthly basis for the quarter ended December 31, 2023, with respect to our purchase of equity
securities.

 Period

 Total Number of Shares Purchased

 Average Price Paid per Share

 Total Number of Shares Purchased as Part of Publicly Announced Plans

 Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

 October 1, 2023 to October 31, 2023

 -

 -

 -

 -

 November 1, 2023 to November 30, 2023

 122,306

 $
 10.81

 -

 -

 December 1, 2023 to December 31, 2023

 -

 -

 -

 -

 In
connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 shares of Common Stock issued as part
of the units sold in our Initial Public Offering properly exercised their right to redeem their shares (and did not withdraw their redemption)
for cash at a redemption price of approximately $10.81 per share, for an aggregate redemption amount of approximately $1.3 million. Following
such redemptions, 1,143,123 shares of our Public Stock remained outstanding and, as of December 31, 2023, approximately $12.4 million
was left in the Trust Account.

 ITEM
6. [RESERVED]

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

 The
following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction
with our audited financial statements and the notes related thereto which are included in the section of this Annual Report on Form 10-K
entitled " Item 8. Financial Statements and Supplementary Data." Certain information contained in the discussion and
analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of many factors, including those set forth in this Annual Report under the headings " Cautionary
Note Regarding Forward-Looking Statements," " Item 1A. Risk Factors " and elsewhere in this Annual Report
on Form 10-K.

 References
in this discussion and analysis to "we," "us," "our" or the "Company" refer to WinVest
Acquisition Corp.

 Overview

 We
are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Initial Business
Combination"). We intend to effectuate our Initial Business Combination using cash from the proceeds of our initial public offering
(the "Initial Public Offering"), our capital stock, debt or a combination of cash, stock and debt.

 As
of December 31, 2023 and the date of this filing, we had not commenced core operations. All activity for the period from March 1, 2021
(inception) through December 31, 2023 related to our formation, raising funds through our Initial Public Offering and identifying a target
company for an Initial Business Combination. We will not generate any operating revenues until after the completion of the Initial Business
Combination, at the earliest. We generate non-operating income in the form of interest income from the proceeds derived from the Initial
Public Offering.

 The
stock exchange listing rules provide that the Initial Business Combination must be with one or more target businesses that together have
a fair market value equal to at least 80% of the value of the assets held in a trust account (the "Trust Account") in the
United States maintained by Continental Stock Transfer & Trust Company ("Continental"), as trustee (excluding the deferred
underwriting commissions and taxes payable), at the time of the our signing a definitive agreement in connection with the Initial Business
Combination. We will only complete an Initial Business Combination if the post-Initial Business Combination company owns or acquires
50% or more of the outstanding voting securities of the target company or otherwise acquires a controlling interest in the target company
sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment
Company Act"). There is no assurance that we will be able to successfully effect an Initial Business Combination.

 Our
amended and restated certificate of incorporation (as amended, the "Certificate of Incorporation") provided that we had until
December 17, 2022 to complete an Initial Business Combination; provided, however, that if we anticipated we may not be able to consummate
an Initial Business Combination by December 17, 2022, we, by resolution of the board of directors if requested by our sponsor, WinVest
SPAC LLC (the "Sponsor"), could extend the period of time to consummate an Initial Business Combination up to two times,
each by an additional three months (up until June 17, 2023), subject to the deposit of additional funds into the Trust Account by our
Sponsor or its affiliates or designees. On November 30, 2022, we held a special meeting of stockholders (the "November 2022 Extension
Meeting") to, among other things, approve an amendment to our Certificate of Incorporation to extend the date by which we must
consummate an Initial Business Combination (the "Termination Date") from December 17, 2022 to January 17, 2023, and to allow
us, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional
one month each time after January 17, 2023, by resolution of our board of directors, if requested by the Sponsor, and upon five days'
advance notice prior to the applicable Termination Date, until June 17, 2023, or a total of up to six months after the original Termination
Date of December 17, 2022, unless the closing of the Initial Business Combination shall have occurred prior thereto (the "November
2022 Extension Amendment"). Our Sponsor agreed that if the November 2022 Extension Amendment was approved at the November 2022
Extension Meeting, it or one or more of its affiliates, members or third-party designees would lend to us up to $750,000 to be deposited
into the Trust Account.

 The
stockholders approved the November 2022 Extension Amendment at the November 2022 Extension Meeting. Accordingly, on December 5, 2022,
we issued an unsecured promissory note in the principal amount of $750,000 (the "First Extension Note") to our Sponsor, pursuant
to which our Sponsor agreed to loan to us up to $750,000 in connection with the extension of the Termination Date. The First Extension
Note does not bear interest and matures upon the earlier of (a) the closing of the Initial Business Combination and (b) our liquidation.
In the event that we do not consummate an Initial Business Combination, the First Extension Note will be repaid only from amounts remaining
outside of the Trust Account, if any. Upon the consummation of an Initial Business Combination, our Sponsor may elect to convert any
portion or all of the amount outstanding under the First Extension Note into private warrants to purchase shares of our common stock,
par value $0.0001 per share ("Common Stock"), at a conversion price of $0.50 per private warrant. Such private warrants will
be identical to the Private Placement Warrants (as defined below) issued to our Sponsor at the time of our Initial Public Offering. The
balance on the First Extension Note as of December 31, 2023 and 2022 was $750,000 and $125,000, respectively.

 In
connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 shares of Common Stock issued as
part of the Units (as defined below) sold in our Initial Public Offering ("Public Stock") properly exercised their right
to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.20 per share, for
an aggregate redemption amount of approximately $98.0 million.

 On
June 12, 2023, we held a second special meeting of stockholders (the "June 2023 Extension Meeting") at which the stockholders
approved, among other things, (i) an amendment to our Certificate of Incorporation (the "June 2023 Extension Amendment")
to extend the Termination Date from June 17, 2023 to July 17, 2023, and to allow us, without another stockholder vote, to elect to extend
the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by
the Sponsor) after July 17, 2023, by resolution of our board of directors, if requested by the Sponsor, and upon five days' advance
notice prior to the applicable Termination Date, until December 17, 2023, or a total of up to six months after June 17, 2023, unless
the closing of our Initial Business Combination shall have occurred prior thereto, and (ii) an amendment (the "Redemption Limitation
Amendment") to eliminate from the Certificate of Incorporation the limitation that we may not consummate any business combination
unless we have net tangible assets of at least $5,000,001 upon consummation of such business combination. Following stockholder approval
of the June 2023 Extension Amendment and the Redemption Limitation Amendment at the June 2023 Extension Meeting, on June 16, 2023, we
filed the June 2023 Extension Amendment and the Redemption Limitation Amendment with the Delaware Secretary of State.

 In
connection with the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, we issued an unsecured promissory
note in the principal amount of $390,000 (the "Second Extension Note") to our Sponsor, pursuant to which our Sponsor agreed
to loan us up to $390,000 in connection with the extension of the Termination Date. The Second Extension Note does not bear interest
and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not
consummate an Initial Business Combination, the Second Extension Note will be repaid only from amounts remaining outside of the Trust
Account, if any. Upon the consummation of the Initial Business Combination, our Sponsor may elect to convert any portion or all of the
amount outstanding under the Second Extension Note into private warrants to purchase shares of our Common Stock at a conversion price
of $0.50 per private warrant. Such private warrants will be identical to the Private Placement Warrants issued to our Sponsor at the
time of the Initial Public Offering. The balance on the Second Extension Note as of December 31, 2023 was $390,000.

 In
connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.71 per
share, for an aggregate redemption amount of approximately $6,721,795. Following such redemptions, $13,551,331 was left in the Trust
Account and 1,265,429 shares of Public Stock remained outstanding.

 On
November 30, 2023, we held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment to
our Certificate of Incorporation (the "November 2023 Extension Amendment")
to extend the Termination Date from December 17, 2023 to January 17, 2024, and to allow us, without another stockholder vote, to elect
to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after December 17, 2023,
by resolution of our board of directors, if requested by the Sponsor, and upon five days' advance notice prior to the applicable
Termination Date, until June 17, 2024, or a total of up to six months after December 17, 2023, unless the closing of our Business Combination
shall have occurred prior thereto, by causing $55,000 to be deposited into the Trust Account for each such extension.

 In
connection with the approval of the November 2023 Extension Amendment on November 30, 2023,
on December 13, 2023, we issued an unsecured promissory note in the principal amount of $330,000 (the "Third Extension Note,"
and collectively with the First Extension Note and the Second Extension Note, the "Extension Notes") to our Sponsor, pursuant
to which our Sponsor agreed to loan us up to $330,000 in connection with the extension of the Termination Date. The Third Extension Note
does not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) our liquidation. In
the event that we do not consummate an Initial Business Combination, the Third Extension Note will be repaid only from amounts remaining
outside of the Trust Account, if any. The balance on the Third Extension Note as of December 31, 2023 was $55,000.

 In
connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.81 per
share, for an aggregate redemption amount of approximately $1,322,518. Following such redemptions, approximately $12,360,810 was
left in the Trust Account and 1,143,123 shares of Public Stock remained outstanding.

the date of this report, we have effected drawdowns of $1,360,000 under the Extension Notes and caused such sums to be deposited into
the Trust Account in connection with the extension of the Termination Date from December 17, 2022 to April 17, 2024. Such amounts will
be distributed either to: (i) all of the holders of Public Stock upon our liquidation or (ii) holders of Public Stock who elect to have
their shares redeemed in connection with (a) the vote to approve an extension amendment or (b) the consummation of an Initial Business
Combination.

 If
we are unable to consummate an Initial Business Combination within the allotted time period, we will, as promptly as possible but not
more than ten business days thereafter, redeem 100% of our outstanding Public Stock for a pro rata portion of the funds held in the Trust
Account, including a pro rata portion of any interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000
of interest to pay our dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute such
amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution
and liquidation, the Rights (as defined below) and Public and Private Placement Warrants will expire and will be worthless.

 Results
of Operations and Known Trends or Future Events

 All
activities through December 31, 2023, were related to our organizational activities, preparation for our Initial Public Offering,
and, after our Initial Public Offering, identifying a target company for an Initial Business Combination. We will not generate any
operating revenues until after completion of our Initial Business Combination. Subsequent to our Initial Public Offering on
September 17, 2021, we generate non-operating income in the form of interest on cash and cash equivalents held in the Trust Account,
and prior to the liquidation of the marketable securities held in the Trust Account in August 2023, we generated dividend income on
such marketable securities. Subsequent to December 31, 2023 but prior to the issuance of this report, we reinvested cash held in the
Trust Account into marketable securities in order to generate dividend income. We incur ongoing 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, our net loss was $1,147,608 and expenses from operating activities were $1,764,719, mainly due to costs
associated with professional services, including legal, financial reporting, accounting and auditing compliance expenses. We intend to
use our operating cash held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate
and complete an Initial Business Combination.

 Liquidity,
Capital Resources and Going Concern

 As
of December 31, 2023, we had $37,946 in our operating bank account and a working capital deficit of $2,717,064. Our liquidity needs prior
to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from a related party, our Sponsor,
and from the issuance of Common Stock. Subsequent to the consummation of the Initial Public Offering, liquidity has been satisfied through
the net proceeds from the consummation of the Initial Public Offering, the proceeds from our Sponsor's purchase of Private Placement
Warrants held outside of our Trust Account and loans from the Sponsor. We will need to access additional liquidity in order to consummate
an Initial Business Combination.

 On
March 16, 2021, we issued an unsecured promissory note to the Sponsor, which note was amended on March 27, 2022 (the "March 2021
Promissory Note"), pursuant to which we may borrow up to an aggregate principal amount of $300,000, of which $300,000 was outstanding
under the March 2021 Promissory Note as of December 31, 2023. The March 2021 Promissory Note is non-interest bearing and payable on the
date on which we consummate an Initial Business Combination. The Sponsor may elect to convert any portion or all of the amount outstanding
under the March 2021 Promissory Note into warrants to purchase shares of our Common Stock at a conversion price of $0.50 per warrant,
with each warrant entitling the holder thereof to acquire one-half share of Common Stock at an exercise price of $11.50 per whole share,
commencing on the date of our Initial Business Combination. No such conversions have yet occurred. During 2023, we effected drawdowns
of $300,000 under the March 2021 Promissory Note. These amounts remain outstanding as of December 31, 2023. The purpose of each drawdown
is for the payment of expenses associated with operations and those necessary to initiate an Initial Business Combination.

 On
September 17, 2021, we consummated our Initial Public Offering of 10,000,000 units (the "Units"). Each Unit consists of one
share of Common Stock, one redeemable warrant (the "Public Warrant"), with each Public Warrant entitling the holder thereof
to purchase one-half (1/2) of one share of Common Stock at an exercise price of $11.50 per whole share, subject to adjustment, and one
right (the "Right"), with each Right entitling the holder thereof to receive one-fifteenth (1/15) of one share of Common
Stock upon the consummation by us of an Initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $100,000,000 (before underwriting discounts and commissions and offering expenses).

 Simultaneously
with the consummation of the Initial Public Offering and the issuance and sale of the Units, we completed the private sale of 10,000,000
warrants (the "Private Placement Warrants," and collectively with the Public Warrants, the "Warrants") at a price
of $0.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $5,000,000 (such sale, the "Private Placement").
Each Private Placement Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $11.50 per
whole share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants.

 On
September 23, 2021, our underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 Units (the "Over-Allotment
Units"), generating gross proceeds of $15,000,000 on September 27, 2021. Simultaneously with the sale of Over-Allotment Units,
we consummated a private sale of an additional 900,000 Private Placement Warrants (the "Additional Private Placement Warrants")
to the Sponsor at a purchase price of $0.50 per Private Placement Warrant, generating gross proceeds of $450,000.

 We
paid a total of $2,400,000 in underwriting discounts, expenses and commissions (not including deferred underwriting commissions of $4,025,000
payable only upon completion of our Initial Business Combination) and $523,969 for other costs and expenses related to the Initial Public
Offering, resulting in aggregate net proceeds from the Initial Public Offering and overallotment of $112,076,031.

 As
of September 27, 2021, a total of $116,150,000 of the net proceeds from the Initial Public Offering and the sale of the Private Placement
Warrants and the Additional Private Placement Warrants were deposited in the Trust Account, and we had $638,000 of cash held outside
of the Trust Account, after payment of costs related to the Initial Public Offering.

 On
December 5, 2022, we issued the First Extension Note to our Sponsor in the principal amount of $750,000. On December 5, 2022, we effected
the first drawdown of $125,000 under the First Extension Note and caused the Sponsor to deposit such sum into the Trust Account in connection
with the extension of the Termination Date from December 17, 2022 to January 17, 2023. During 2023, we effected drawdowns of $625,000
under the First Extension Note and caused such sums to be deposited into the Trust Account in connection with the extension of the Termination
Date from January 17, 2023 to June 17, 2023.

 In
connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.20 per
share, for an aggregate redemption amount of approximately $98.0 million.

 On
June 13, 2023, we issued the Second Extension Note to our Sponsor in the principal amount of $390,000. During 2023, we effected drawdowns
of $390,000 under the Second Extension Note and caused such sums to be deposited into the Trust Account in connection with the extension
of the Termination Date from June 17, 2023 to December 17, 2023.

 In
connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.71 per
share, for an aggregate redemption amount of approximately $6,721,795.

 In
connection with the approval of the November 2023 Extension Amendment on November 30, 2023, on December 13, 2023, we issued the Third
Extension Note to our Sponsor, pursuant to which our Sponsor agreed to loan us up to $330,000 in connection with the extension of the
Termination Date. The balance on the Third Extension Note as of December 31, 2023 was $55,000.

 In
connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 shares of Public Stock properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.81 per
share, for an aggregate redemption amount of approximately $1,322,518. Following such redemptions, 1,143,123 shares of Public Stock remained
outstanding.

 As
of December 31, 2023, we had cash held in the Trust Account of approximately $12.5 million. We intend to use substantially all of the
remaining funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall
be net of taxes payable, to complete our Initial Business Combination. We may withdraw interest from the Trust Account to pay taxes and
up to $100,000 of dissolution expenses, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration
to consummate an Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance
the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 On
October 31, 2023, we issued an unsecured promissory note to the Sponsor (the "October 2023 Promissory Note"), pursuant to
which we may borrow up to an aggregate principal amount of $1,000,000. The October 2023 Promissory Note does
not bear interest and matures upon the closing of the Initial Business Combination. In the event that the Company does not consummate
an Initial Business Combination, the October 2023 Promissory Note will be repaid only from amounts remaining outside of the Trust Account,
if any. We have effected drawdowns of $270,700 under the October 2023 Promissory Note through the date of this filing.

 The
accompanying financial statements have been prepared on the basis that we will continue as a going concern, which assumes the realization
of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, we had not commenced any operations.
All activity for the fiscal years ended December 31, 2023 and 2022 relates to identifying a target company for an Initial Business Combination.
We will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. We generate
non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.
Our ability to commence operations is contingent upon consummating an Initial Business Combination. We currently have until June 17,
2024 to consummate our Initial Business Combination, which is 33 months from the closing of our Initial Public Offering. We may not be
able to consummate our Initial Business Combination by June 17, 2024.

 To
the extent we are unable to consummate an Initial Business Combination, we will need to pay the costs of liquidation as well from our
current available funds outside the Trust Account, including the approximate amount of $921,500 still available to us under the October
2023 Promissory Note. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation
and has agreed not to seek repayment of such expenses. Based on these circumstances, management has determined that there is substantial
doubt about our ability to continue as a going concern due to insufficient liquidity, the uncertainty of liquidity requirements and the
mandatory liquidation date within one year.

 Accordingly,
the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company
as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of December 31, 2023,
other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space, secretarial, and administrative support services
provided to the Company. We began incurring these fees on September 14, 2021 and will continue to incur these fees monthly until the
earlier of the completion of an Initial Business Combination or the Company's liquidation.

 Deferred
underwriting discounts and commissions in an amount equal to 3.5% of the gross proceeds raised in the Initial Public Offering, or $4,025,000,
will be payable to the underwriters upon the consummation of our Initial Business Combination and will be held in the Trust Account until
the consummation of such Initial Business Combination.

 As
of December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303 of Regulation S-K. We do not participate
in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest
entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into
any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
or purchased any non-financial assets.

 Critical
Accounting Estimates

 The
preparation of financial statements and related disclosures in conformity with U.S. GAAP, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those
estimates. Management has determined that the Company has no critical accounting estimates.

 Recent
Accounting Pronouncements

 In
June 2022, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement
(Topic 820) ("ASU 2022-03"). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity
security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.
The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.
The amendments in this update also require additional disclosures for equity securities subject to contractual sale restrictions. The
provisions in this update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption
is permitted. We do not expect to early adopt this ASU. We are currently evaluating the impact of adopting this guidance on our balance
sheets, results of operations and cash flows.

 ASU
2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income
taxes paid. The new standard is effective for public entities with annual periods beginning after December 15, 2024, with early adoption
permitted and should be applied prospectively with the option of retrospective application. We do not expect to early adopt this ASU.
We are currently evaluating the impact of adopting this guidance on our balance sheets, results of operations and cash flows.

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

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and are not required to provide the information under this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 This
information appears following Item 15 of this Annual Report on Form 10-K and is included herein by reference.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time period
specified in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information
is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive
officer and chief financial officer (our "Certifying Officer"), the effectiveness of our disclosure controls and procedures
as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded
that, as of December 31, 2023, our disclosure controls and procedures were not effective.

 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
Report on Internal Controls Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act). Under the supervision and with the participation of management, including the Chief Executive Officer
and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on
the criteria established in "Internal Control - Integrated Framework (2013)" issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on our evaluation under the framework in "Internal Control - Integrated Framework," management
concluded that our internal control over financial reporting was not effective as of December 31, 2023, due to a material weakness in
our internal control over financial reporting related to the protection of funds permitted for withdrawal from the Trust Account, the Company's non-compliance with
the investment management trust agreement and incorrectly filing income taxes in the state of Delaware.

 As
a result, we performed additional analysis as deemed necessary to ensure that our condensed financial statements were prepared in accordance
with U.S. generally accepted accounting principles. Accordingly, management believes that the condensed financial statements included in
this Report present fairly in all material respects our financial position, results of operations, and cash flows for the period presented.

 Management
has implemented remediation steps to improve our internal control over financial reporting. Specifically, it has expanded and improved
its review process for identifying in which jurisdictions the Company should file its income tax returns. Management plans to further improve
this process by reviewing The Internal Revenue Code and engaging third-party professionals with whom to consult regarding tax
decisions. Additionally, the Company has expanded and improved its review process of the investment management trust agreement
to ensure future compliance in respect to withdrawals for tax obligations.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 of compliance with the policies or procedures may deteriorate.

 This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting due to an exemption established by the rules of the SEC for "emerging growth companies."

 Changes
in Internal Control over Financial Reporting

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

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 ITEM
9B. OTHER INFORMATION.

 During
the fiscal year ended December 31, 2023, none of the Company's directors or executive officers adopted or terminated a "Rule
10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation
S-K.

 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

 Our
directors and executive officers are as follows:

 Name

 Age

 Position

 Manish
 Jhunjhunwala

 Chief
 Executive Officer, Chief Financial Officer and Director

 Mark
 H. Madden

 Chief
 Strategy Officer and Director

 Alok
 R. Prasad

 Head
 of Growth and Director

 Lawrence
 S. Kramer

 Edward
 J. McGowan

 Dr.
 Alex Pentland

 Martin
 Schmidt

 Barrie
 R. Zesiger

 Manish
Jhunjhunwala

 Mr.
Jhunjhunwala, our Chief Executive Officer, Chief Financial Officer, director and one of our founders since March 2021, currently serves
as the Chief Executive Officer for Trefis since co-founding the company in 2009. In this role, Mr. Jhunjhunwala is responsible for all
strategic initiatives and operations of Trefis and was the visionary behind its creation and implementation. He oversees the teams responsible
for the development of www. Trefis.com, and the proprietary underlying technologies and systems. He has led multiple successful capital
raise efforts and has established key partnerships and distribution initiatives across various business and financial services industries,
including partnerships with financial media, major investment banks, research houses, online brokerages, strategy consulting firms, and
other Fortune 500 companies. Prior to co-founding Trefis, Mr. Jhunjhunwala worked as a consultant at McKinsey & Company. He received
an MBA and PhD from Massachusetts Institute of Technology, completing his doctoral thesis focused on the physics, engineering and design
of complex microscale systems. He received his undergraduate degree from the Indian Institute of Technology. We believe Mr. Jhunjhunwala's
leadership and entrepreneurial experience together with his technological expertise makes him well-qualified to serve on our board of
directors.

 Mark
H. Madden

 Mr.
Madden has served as our Chief Strategy Officer since May 2021, and he has served as a director since September 14, 2021. He is a corporate
finance professional with decades of experience managing multi-billion dollar investment portfolios with holdings in over 35 countries
globally, and he has led teams in structuring, launching and building investment management businesses. Since 2012, he has served as
the Managing Partner of Covenant Advisors LLC, an investment firm. Since June 2018, he has served as the Treasurer, Corporate Secretary
and member, and more recently as Chair, of the board of directors of Clozex Medical, Inc., a developer of wound closure products. He
has also served as the Managing Member of BWS Partners LLC since June 2016. Previously, Mr. Madden managed investment groups at Pioneer
Investments, OppenheimerFunds, and TCW Group with oversight responsibility for portfolio managers, analysts, product development, investment
strategy, institutional marketing, risk control and regulatory compliance. In recent years, Mr. Madden has been an active investor, advisor,
investment banker, Chief Financial Officer and board member to emerging growth companies. Prior to his work in investment banking, he
began his career in chemical engineering. Mr. Madden received a BS from Trinity College and an MBA from the University of Virginia Darden
School of Business. We believe Mr. Madden's extensive knowledge of the capital markets and global investment experience and expertise
makes him well-qualified to serve on our board of directors.

 Alok
R. Prasad

 Mr.
Prasad has served as our Head of Growth since August 2021 and has served as a director since September 14, 2021. He has served as Chief
Executive Officer and director of CashRepublic Holding, Inc., a community-focused fintech company that seeks to provide consumers with
an alternative to banks since January 2021. From January 2019 to March 2020, Mr. Prasad served as President of OakNorth US Inc., a fintech
firm providing credit intelligence tools to banks, and Deputy Chief Executive Officer and Chief Operations Officer of OakNorth Bank plc.
Prior to that, from February 2017 to December 2018, he served as Head of Digital Advanced Client Solutions for The Bank of America Corporation,
where he also served on the board of the Bank Administration Institute. From 2004 to 2016, he held various senior positions at Merrill
Lynch, including Head of Strategy for Global Investment Banking, Head of Business Planning, Marketing, and Merrill Direct for Wealth
Management and Head of Merrill Edge, the company's electronic trading platform, which he helped launch in 2010 and subsequently
grew to over $200 billion in investable assets. He received a Bachelor of Technology from Indian Institute of Technology (BHU) Varanasi
and an MBA and Ph. D. from Cornell University. We believe Mr. Prasad's extensive knowledge of the fintech industry, together with
his executive leadership experience, makes him well-qualified to serve on our board of directors.

 Lawrence
S. Kramer

 Mr.
Kramer has served as a director and Chairman of the Board since September 14, 2021. He is a seasoned media executive, entrepreneur
and journalist. Mr. Kramer has served as director of Advance Local, one of the largest media groups in the United States, since
2020. Prior to his service as a director of Advance Local, Mr. Kramer served as director of several public companies, including
Discovery Communications, MDC Partners (March 2016 to June 2019), Gannett Corp. (July 2015 to August 2019) and TheStreet, Inc.
(October 2015 to August 2019), where he served as Chairman of the Board and, in 2016, as Acting Chief Executive Officer. Previously,
he served as President and Publisher of USA Today from April 2012 to July 2015. Before joining USA Today, Mr. Kramer served as
Adjunct Professor of Media Management at Syracuse University from January 2010 to May 2012. Prior to this, he served as Senior
Advisor for Polaris Venture Partners, a venture capital firm, from July 2007 to January 2010, where he advised the firm on digital
media investments. From 2005 to 2008, Mr. Kramer worked for CBS Corp., first as inaugural president of CBS Digital Media and then as
a consultant. From 1994 to 2005, he served as Chairman and Chief Executive Officer of Marketwatch.com, which he co-founded and took
public. Mr. Kramer served as Vice President of Marketing and News for Data Broadcast Corp from 1992 to 1994, following its
acquisition of DataSport, Inc., which Mr. Kramer founded in 1991. From 1974 to 1990 he was a reporter and senior editor at The San
Francisco Examiner and The Washington Post. He is currently Vice Chairman of the Board of Trustees of Syracuse University and served on the board of Harvard Business Publishing from April 2004 until September 2023. He
received a BS from Syracuse University and an MBA from Harvard University. We believe Mr. Kramer's extensive executive
leadership experience and media industry expertise, together with his public company board experience, makes him well-qualified to
serve on our board of directors.

 Edward
J. McGowan

 Mr.
McGowan has served as a director since September 14, 2021. Since March 2019, he has served as Executive Vice President and Chief Financial
Officer of Akamai Technologies, Inc. (NASDAQ: AKAM), where he oversees all finance functions for Akamai worldwide and his responsibilities
include directing the company's accounting, tax, treasury, investor relations, financial planning and analysis, and business finance
activities and operations. He began his career with Akamai in 2000 and has served in numerous roles across the organization since that
time, including as Senior Vice President, Finance, Senior Vice President, Global Sales Media & Carrier Division, and Vice President,
Global Carrier Strategy & Sales. Since joining Akamai, he has been instrumental in the development of many strategic alliances with
major global carriers including AT&T, Telefonica, PLDT, Bell Canada, Telstra, Orange, and Singtel, and was instrumental in helping
to establish Akamai's Carrier Products business in 2012, in addition to leading numerous mergers and acquisitions from 2005 to
2012. He received a BS from Providence College and a Certificate in Accountancy from Bentley College. We believe Mr. McGowan's
corporate finance and operational expertise together with his executive leadership experience in the technology and internet sector,
makes him well-qualified to serve on our board of directors.

 Dr.
Alex Pentland

 Dr.
Pentland has served as a director since September 14, 2021. He has served as a professor at MIT since 1987, with appointments in MIT
Sloan School of Business, MIT Institute for Data, Systems, and Society and MIT School of Architecture and Planning. Since 1995, Dr. Pentland
has served as the Toshiba Professor of Media, Arts and Sciences. He founded and currently directs the MIT Connection Science initiative,
a program that pioneered computational social science, using big data and artificial intelligence to gain insight into human society. He currently co-chairs the Institute of Electrical and Electronics Engineers (IEEE) Council on Extended Intelligence
and serves on the board of the UN's Global Partnership for Sustainable Development Data. Prior to joining the MIT faculty, Dr.
Pentland served as Industrial Lecturer in Computer Science at Stanford University from 1983 to 1987 and as Senior Computer Science at
SRI International, AI Center from 1982 to 1987. Dr. Pentland is one of the most-cited authors in computer science. He has authored numerous
publications and has filed over one dozen patents in artificial intelligence, sensing and digital networking. In addition to his academic
work, he is also an entrepreneur, and has founded companies including ginger.io, Riffanalytics.ai and Endor.com. He received a BS from
the University of Michigan and a Ph. D. from MIT. We believe Dr. Pentland's significant expertise in computer science and his extensive
leadership experience, including as founder of numerous data-driven companies, makes him well-qualified to serve on our board of directors.

 Martin
Schmidt

 Mr.
Schmidt has served as a director since September 14, 2021. He has served as president of Rensselaer Polytechnic Institute ("RPI")
since July 2022. Prior to joining RPI, Mr. Schmidt served as Provost of MIT from February 2014 to July 2022. Mr. Schmidt was a member
of the MIT faculty from 1988 to July 2022, and he was appointed as the Ray and Maria Stata Professor of Electrical Engineering and Computer
Science in 2016. His teaching and research is in the areas of micro and nanofabrication of sensors, actuators and electronic devices;
microelectromechanical systems; design of micromechanical sensors and actuators; and micro/nanofabrication technology. He is the co-author
of more than 80 journal publications and 120 peer-reviewed conference proceedings. He is also an inventor on more than 30 issued U.S.
patents. Mr. Schmidt is active in consulting with industry in the commercialization of technology. His research group has transferred
a number of new technologies to industry, and he has co-founded or has been the co-inventor of the core technology of six start-up companies.
Mr. Schmidt received a BS from the Rensselaer Polytechnic Institute and SM and PhD degrees from the Massachusetts Institute of Technology.
We believe Mr. Schmidt's exceptional expertise in technological innovation and development, together with his experience advising
and consulting start-up companies, makes him well-qualified to serve on our board of directors.

 Barrie
R. Zesiger

 Ms.
Zesiger has served as a director since September 14, 2021. She is a Founding Partner and Managing Director of Zesiger Capital Group LLC,
an investment advisory firm, which she co-founded in 1995. Since 2000, Ms. Zesiger has held various roles as a member of the Massachusetts
Institute of Technology Corporation, which serves as the board of trustees of the Massachusetts Institute of Technology, including serving
as a member of its Executive Committee from 2002 to 2019, and is currently a Corporation Life Member Emerita. Ms. Zesiger has served
as a member of the board of directors of several private companies, including Compugen Ltd., Consensus Orthopedics, Inc., and Openservice,
Inc. Since 1993, she has served on the board of directors of Asphalt Green, Inc., a nonprofit organization. She received a BA and J.D.
from Stanford University. We believe Ms. Zesiger extensive knowledge of the capital markets and investment strategy, together with her
significant experience board experience, makes her well-qualified to serve on our board of directors.

 Advisory
Board

 Lee
Barba

 Mr.
Barba has served as a member of our advisory board since September 14, 2021. He has over 45 years of experience in the financial markets.
He has served as an advisor to Modern Meadow, Inc. since June 2012, and previously served as director of several public and private companies,
including Spark Networks, Inc. from December 2014 to November 2016, LearnVest Inc. from December 2009 to November 2014, Kapitall, Inc.
from March 2010 to February 2014 and EDAC Technologies Corp from January 2010 to June 2013. Previously, Mr. Barba served at thinkorswim
Group Inc. and certain of its predecessor entities (collectively, "thinkorswim") from 2000 until thinkorswim's sale
to TD Ameritrade, Inc. in 2009, serving as Chief Executive Officer and director from December 2001 until the company's acquisition,
and as Chairman from June 2002 until the company's acquisition. From 1998 to 1999, Mr. Barba was the Chief Executive Officer of
Openlink Financial LLC, and from 1997 to 1999 he served as President of Coral Energy, the natural gas trading subsidiary of Shell Oil
Company. Prior to joining Coral Energy, Mr. Barba spent 22 years on Wall Street. He served as Managing Director of Bankers Trust Company
from 1989 to 1997, where he was responsible for managing various global trading businesses, including the company's European offices
and its Global Risk Management Advisory business. From 1975 to 1977 and from 1983 to 1989, he held numerous roles at PaineWebber &
Co., including Vice President and Managing Director, as well as leading its Municipal Securities Group and Fixed Income Division. From
1977 to 1983, he served as Vice President of Lehman Brothers Holdings Inc.

 Richard
Blunck

 Mr.
Blunck has served as a member of our advisory board since September 14, 2021. He served as the Executive Vice President, Digital Distribution
of Fidelity Investments Inc. ("Fidelity") from 2010 to 2020. He was also Fidelity's Chief Marketing Officer from 2013
through 2015. During his tenure, Fidelity's brokerage experienced consistently high consumer rankings along with significant customer,
business and operating leverage growth. Prior to joining Fidelity, he was Senior Vice President, Digital at JP Morgan Chase & Co.'s
retail brokerage business from 2003 to 2010. He is currently the CEO of Eve Wellness and serves as a venture investor and advisor to
digital brands in multiple industries.

 Jeff
Chow

 Mr.
Chow has served as a member of our advisory board since September 14, 2021. Mr. Chow has over 25 years of experience leveraging highly
disruptive technologies to build scaled customer centric products. He is currently Chief Product and Technology Officer for Miro, where he provides real-time visual collaborative tools to enterprise
organizations. Prior to Miro, he served as CEO at InVisionApp Inc., SVP Product at Jobcase,
Inc., Head of Product at TripAdvisor, Inc. and Lead Product Manager at Google Play Newsstand, a division of Google LLC. Mr. Chow was
the co-founder of several consumer and mobile ventures, including Third Screen Media (acquired by AOL) and Springpad (acquired by Google).

 John
DiBacco

 Mr.
DiBacco has served as a member of our advisory board since September 14, 2021. He recently joined Clear Street to help build its
derivatives business. Prior to this role, he was Asset Class Head at Chicago Trading Company where he helped create an automated
corporate bond trading platform. Before this, he was a senior member of the Management Committee at Virtu Financial, Inc.
("Virtu"), responsible for exchange traded funds and equity trading. Prior to Virtu's acquisition of KCG Holdings,
Inc. ("KCG") in July 2017, Mr. DiBacco was the Global Head of Equity Trading at KCG. He began his career at UBS
Investment Bank, a division of UBS Group AG, where he spent 14 years in many capacities responsible for several U.S. and global
trading businesses. He is currently a board member of the Miami Options Exchange.

 Kevin
Gentzel

 Mr.
Gentzel has served as a member of our advisory board since September 14, 2021. He is the Global Chief Commercial and Growth Officer at
Newsweek responsible for leading the company's digital advertising, digital subscription, affiliate, consumer, events and docuseries
businesses. Mr. Gentzel joined Gannett as its first chief revenue officer in 2015 and led all advertising and marketing solutions revenue
in North America, including USA TODAY, ReachLocal, and over 260 local news properties. He built and led a global team of 4,000 employees
and was responsible for $1.6B in revenue. In 2019, Mr. Gentzel was promoted to President, Digital Marketing and Advertising Solutions,
and under his leadership grew digital revenue in display, search and social to over $1B in ARR and ran the full P&L for the $400M
digital marketing solutions business. Previously as Yahoo!'s head of advertising sales for North America, Mr. Gentzel oversaw the
operations of the sales organization from developing new revenue streams and sales strategies to leading client meetings and activities
at key industry events. Under his leadership, his team was responsible for $4B in advertising revenue. During his previous role as the
CRO at The Washington Post, he was responsible for launching and building the TWP Brand Studio, along with driving revenue across all
products including print, digital, events, and conferences. Mr. Gentzel successfully led the commercial team through the sale of the
company to Jeff Bezos. Prior to Washington Post, Mr. Gentzel was president and group publisher at Forbes before his promotion to Forbes'
first Chief Revenue Officer in 2010. During his tenure as CRO, he developed industry leading ad product innovation, including the early
native advertising offering AdVoice, launched a Chief Marketing Officer practice, and cultivated a world-class sales leadership team
of which included senior leaders across the media, tech and advertising industries. Mr. Gentzel is a regular speaker at industry events,
such as the Financial Times Global Media Summit, Business Insider Ignition, the Forbes CMO Summit, the Digiday Publisher Summit, Advertising
Week and the Cannes Advertising Festival. Mr. Gentzel graduated from the University of Florida with a BA in English Literature.

 Andrew
Goldberger

 Mr.
Goldberger has served as a member of our advisory board since September 14, 2021. He is the founder of Trademark Car Wash, a private
equity-backed chain in the auto services industry. He has over 15 years of experience launching, managing and advising fintech and services
businesses. Previously, Mr. Goldberger was the founder and Chief Executive Officer of Smart Tuition Holdings, LLC, a leading K-12 tuition
payments processor for millions of households, before its sale to Blackbaud Inc. in 2015. He was also the founder and Chief Executive
Officer of ParishPay, LLC, a payment processor churches and religious non-profits, which was acquired by Yapstone, Inc.

 Jeff
LeBlanc

 Mr.
LeBlanc, one of our founders, has served as a member of our advisory board since September 14, 2021. He is the co-founder of Sputnik
84, LLC ("Out of Print"), a direct-to-consumer merchandise platform for readers that was acquired by Penguin Random House
LLC in 2017. He has over 20 years of experience in investing, advising startups, managing operations and launching new ventures. Mr.
LeBlanc previously served in analyst roles at Greenlight Capital, Inc., where he covered long/short equity investments, as well as GE
Capital and McKinsey and Co.

 Robert
C. Pozen

 Mr.
Pozen has served as a member of our advisory board since September 14, 2021. Mr. Pozen currently serves as a director of AMC, a division
of the International Finance Corporation, a senior lecturer at MIT Sloan School of Management, Chairman of the Advisory Board of Agility,
Chairman of the Leadership Council of the Tax Policy Center, and as trustee of the IFRS Foundation.
Mr. Pozen previously served as a director of several public companies, including Nielsen Holdings plc (2010 to May 2021), Medtronic plc
(2004 to December 2018) and BCE Inc. (2002 to 2010). From July 2010 to December 2011, Mr. Pozen was Chairman Emeritus of MFS Investment
Management. Prior to that, he was Chairman of MFS Investment Management from February 2004 to June 2010. In 2003, he served as Secretary
of Economic Affairs for the Commonwealth of Massachusetts. Mr. Pozen was also the John Olin Visiting Professor, Harvard Law School from
2002 to 2004 and the Chairman of the SEC Advisory Committee on Improvements to Financial Reporting from 2007 to 2008. From 1987 through
2001, Mr. Pozen worked for Fidelity Investments in various capacities, serving as President of Fidelity Management and Research Co. from
1997 through 2001. He received a BA from Harvard College and a JD from Yale Law School.

 David
Siegel

 Mr.
Siegel has served as a member of our advisory board since September 14, 2021. He is the Chief Executive Officer of Meetup, Inc. ("Meetup"),
the largest online platform for finding and building local community. He has over 20 years of experience as a technology and digital
media executive leading organizations through innovative product development, rapid revenue growth, and digital traffic acceleration.
Prior to joining Meetup, Mr. Siegel was Chief Executive Officer of Investopedia LLC, and before that, he served as President of Seeking
Alpha Inc. He is an adjunct professor at Columbia University, where he teaches strategic planning and entrepreneurship.

 Number
and Terms of Office of Officers and Directors

 Our
board of directors currently consists of eight members and is divided into three classes, with only one class of directors being elected
in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a
three-year term. The term of office of the first class of directors, consisting of Messrs. Madden, McGowan and Pentland, will expire
at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Kramer and Schmidt,
will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Jhunjhunwala
and Prasad and Ms. Zesiger, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders
until after we consummate our Initial Business Combination.

 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 persons to the offices set forth in our bylaws as it deems appropriate. Our
bylaws provide that our directors may consist of a chairman of the board, and that our officers may consist of chief executive officer,
president, chief financial officer, executive vice president(s), vice president(s), secretary, treasurer and such other officers as may
be determined by the board of directors.

Independence

 Nasdaq
listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Messrs.
Kramer, McGowan, Pentland and Schmidt and Ms. Zesiger are "independent directors" as defined in Nasdaq Listing Rule 5605(a)(2)
and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Family
Relationships

 There
are no family relationships among any of our officers or directors.

 Board
Committees

 Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited
exception, the rules of Nasdaq and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely
of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee
of a listed company be comprised solely of independent directors.

 Audit
Committee

 Our
audit committee consists of Messrs. McGowan and Schmidt and Ms. Zesiger, each of whom is an independent director under Nasdaq's
listing standards and applicable SEC rules. Mr. McGowan is the Chairperson of the audit committee. Each member of the audit committee
is financially literate and our board of directors has determined that Mr. McGowan qualifies as an "audit committee financial expert"
as defined in applicable SEC rules. The audit committee's duties, which are specified in our Audit Committee Charter, include,
but are not limited to:

 reviewing
 and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board
 whether the audited financial statements should be included in our Form 10-K;

 discussing
 with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
 of our financial statements;

 discussing
 with management major risk assessment and risk management policies;

 monitoring
 the independence of the independent auditor;

 verifying
 the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
 for reviewing the audit as required by law;

 reviewing
 and approving all related-party transactions;

 inquiring
 and discussing with management our compliance with applicable laws and regulations;

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

 appointing
 or replacing the independent auditor;

 determining
 the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and
 the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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

 approving
 reimbursement of expenses incurred by our management team in identifying potential target businesses.

 Compensation
Committee

 Our
compensation committee consists of Messrs. McGowan and Kramer, each of whom is an independent director under Nasdaq's listing standards
and applicable SEC rules. Mr. Kramer is the Chairperson of the compensation committee. The compensation committee's duties, which
are specified in our Compensation Committee Charter, include, but are not limited to:

 reviewing
 and approving the compensation (if any) of all of our executive officers;

 reviewing
 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 executive officers
 and employees;

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

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

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

Nominations

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

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

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

 Code
of Ethics

 We
have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the
business and ethical principles that govern all aspects of our business. We have filed copies of our Code of Ethics and our audit committee
and compensation committee charters as exhibits to our registration statement in connection with the Initial Public Offering. You may
review these documents by accessing our public filings at the SEC's web site at www.sec.gov. We intend to disclose any amendments
to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered class of our equity
securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and ten percent stockholders are required
by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished
to us, or written representations that no Forms 5 were required, we believe that, during the fiscal year ended December 31, 2023, all
Section 16(a) filing requirements applicable to our officers and directors were complied with.

 ITEM
11. EXECUTIVE COMPENSATION.

 No
executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting
or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates,
prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket
expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee,
which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

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

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

 We
have no compensation plans under which equity securities are authorized for issuance.

 The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of April 15, 2024,
by:

 each
 person known by us to be a beneficial owner of more than 5% of our outstanding ordinary shares of, on an as-converted basis;

 each
 of our officers and directors; and

 all
 of our officers and directors as a group.

 The
following table is based on 4,018,123 shares of Common Stock outstanding at April 15, 2024. Unless otherwise indicated, it is
believed that all persons named in the table below have sole voting and investment power with respect to all ordinary shares
beneficially owned by them. This table excludes any shares of Common Stock issuable upon exercise of the Company's warrants,
as such warrants are not exercisable within 60 days of April 15, 2024.

 Name and Address of Beneficial Owner (1)

 Amount and Nature of Beneficial Ownership
 of Common Stock

 Percentage of
 Outstanding Shares of Common Stock

 Directors and Named Executive Officers:

 Manish Jhunjhunwala

 53,576

 1.3
 %

 Mark H. Madden

 *

 Alok R. Prasad

 *

 Lawrence S. Kramer

 *

 Edward J. McGowan

 *

 Dr. Alex Pentland

 *

 Martin Schmidt

 *

 Barrie R. Zesiger

 —

 —

 All current directors and executive officers as a group (eight individuals)

 221,576

 5.5
 %

 Certain Stockholders:

 WinVest SPAC LLC (2)

 2,537,424

 63.1
 %

 Jeff LeBlanc (3)

 2,565,424

 63.8
 %

 *
Less than 1%.

 (1)

 Unless
 otherwise noted, the business address of each of our stockholders listed is C/O WinVest Acquisition Corp., 125 Cambridgepark Drive,
 Suite 301, Cambridge, Massachusetts 02140.

 (2)

 Consists
 of shares owned by WinVest SPAC LLC, our Sponsor. Jeff LeBlanc, one of our founders, is the sole manager of our Sponsor and may be
 deemed to have beneficial ownership of the shares of Common Stock held directly by our Sponsor. Mr. LeBlanc disclaims any beneficial
 ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

 (3)

 Consists
 of 2,537,424 shares owned by our Sponsor and 28,000 shares held directly by Mr. LeBlanc. Mr. LeBlanc is the sole manager of our Sponsor
 and may be deemed to have beneficial ownership of the shares of Common Stock held directly by our Sponsor. Mr. LeBlanc disclaims
 any beneficial ownership of the reported shares owned by our Sponsor other than to the extent of any pecuniary interest he may have
 therein, directly or indirectly.

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

 Founder
Shares

 On
March 16, 2021, our Sponsor purchased 2,875,000 shares of Common Stock for an aggregate price of $25,000 (the "Founder Shares"),
of which an aggregate of up to 375,000 shares were subject to forfeiture to the extent that the underwriters' over-allotment option
was not exercised in full or in part, so that our Sponsor would own approximately 20% of the Company's issued and outstanding shares
after the Initial Public Offering. As a result of the underwriters' election to fully exercise their over-allotment option on September
23, 2021, no Founder Shares were subject to forfeiture.

 Subject
to certain limited exceptions, 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier
of six months after the date of the consummation of our Initial Business Combination and the date on which the closing price of our Common
Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any
20 trading days within any 30-trading day period commencing after the consummation of our Initial Business Combination and the remaining
50% of the insider shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation
of our Initial Business Combination, or earlier, in either case, if, subsequent to our Initial Business Combination, we complete a liquidation,
merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares
of Common Stock for cash, securities or other property.

 Prior
to the effective date of our registration statement, we entered into agreements with our directors in connection with their board service
and certain members of our advisory board in connection with their advisory board service for our Sponsor to transfer an aggregate of
277,576 of its founder shares to our directors for no cash consideration and an aggregate of 60,000 of its founder shares to certain
members of the advisory board for no cash consideration, for a total of 337,576 shares, approximating the fair value of the shares on
such date, or $34. The shares were subsequently transferred prior to the effectiveness of our registration statement. The founder shares
do not have redemption rights and will be worthless unless the Company consummates its Initial Business Combination.

 Private
Placement Warrants

 Our
Sponsor purchased from us an aggregate of 10,900,000 Private Placement Warrants at a sale price of $0.50 per Warrant, or $5,450,000 in
the aggregate, in the Private Placement that closed simultaneously with the closing of the Initial Public Offering and the subsequent
over-allotment. A portion of the proceeds we received from the purchase equal to $3,450,000 was placed in the Trust Account so that at
least $10.10 per share sold to the public in the Initial Public Offering is held in trust.

 Related
Party Advances

 In
order to finance transaction costs in connection with an Initial Business Combination, the sponsor advanced funds to us totaling $220,317.
As of December 31, 2023, no amounts were outstanding under such advances.

 Promissory
Notes - Related Party

 On
March 16, 2021, we issued an unsecured promissory note to the Sponsor, which note was amended on March 27, 2022 (the "March 2021
Promissory Note"), pursuant to which we may borrow up to an aggregate principal amount of $300,000, of which $300,000 was outstanding
under the March 2021 Promissory Note as of December 31, 2023. The March 2021 Promissory Note is non-interest bearing and payable on the
date on which we consummate our Initial Business Combination. Our Sponsor may elect to convert any portion or all of the amount outstanding
under the March 2021 Promissory Note into private warrants to purchase shares of our Common Stock at a conversion price of $0.50 per
warrant, and each warrant will entitle the holder to acquire one-half share of our Common Stock at an exercise price of $11.50 per whole
share, commencing on the date of our Initial Business Combination, and otherwise on the terms of the Private Placement Warrants. No such
conversions have yet occurred.

 On
December 5, 2022, we issued the First Extension Note to our Sponsor, pursuant to which our Sponsor agreed to loan to us up to $750,000
in connection with the extension of the Termination Date. The First Extension Note does not bear interest and matures upon the earlier
of (a) the closing of the Initial Business Combination and (b) our liquidation. In the event that we do not consummate an Initial Business
Combination, the First Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. Upon the consummation
of an Initial Business Combination, our Sponsor may elect to convert any portion or all of the amount outstanding under the First Extension
Note into private warrants to purchase shares of our Common Stock, at a conversion price of $0.50 per private warrant. Such private warrants
will be identical to the Private Placement Warrants issued to our Sponsor at the time of our Initial Public Offering. The balance on
the First Extension Note as of December 31, 2023 was $750,000.

 On
June 13, 2023, we issued the Second Extension Note to our Sponsor, pursuant to which our Sponsor agreed to loan us up to $390,000 in
connection with the extension of the Termination Date. The Second Extension Note does not bear interest and matures upon the earlier
of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not consummate an Initial Business
Combination, the Second Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. Upon the consummation
of the Initial Business Combination, our Sponsor may elect to convert any portion or all of the amount outstanding under the Second Extension
Note into private warrants to purchase shares of our Common Stock at a conversion price of $0.50 per private warrant. Such private warrants
will be identical to the Private Placement Warrants issued to our Sponsor at the time of the Initial Public Offering. The balance on
the Second Extension Note as of December 31, 2023 was $390,000.

 On
October 31, 2023, we issued an unsecured promissory note to the Sponsor (the "October 2023 Promissory Note"), pursuant to
which we may borrow up to an aggregate principal amount of $1,000,000. The October 2023 Promissory Note does
not bear interest and matures upon the closing of the Initial Business Combination. In the event that the Company does not consummate
an Initial Business Combination, the October 2023 Promissory Note will be repaid only from amounts remaining outside of the Trust Account,
if any. We have effected drawdowns of $270,700 under the October 2023 Promissory Note through the date of this filing.

 On
December 13, 2023, we issued the Third Extension Note to our Sponsor, pursuant to which our Sponsor agreed to loan us up to $330,000
in connection with the extension of the Termination Date. The Third Extension Note does not bear interest and matures upon the earlier
of (a) the closing of an Initial Business Combination and (b) our liquidation. In the event that we do not consummate an Initial Business
Combination, the Third Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The balance on
the Third Extension Note as of December 31, 2023 was $55,000.

 Working
Capital Loans

 If
needed to finance transaction costs in connection with searching for a target business or consummating an intended Initial Business Combination,
our initial stockholders, officers and directors or their affiliates or our Sponsor may, but are not obligated to, loan us funds as may
be required. In the event that the Initial Business Combination does not close, we may use a portion of the working capital held outside
the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Such loans would
be evidenced by promissory notes. The notes would either be paid upon consummation of our Initial Business Combination, without interest,
or, at such lender's discretion, up to $1,000,000 of the notes may be converted upon consummation of our business combination into
private warrants at a price of $0.50 per warrant (which, for example, would result in such lender being issued 1,000,000 private warrants
at a purchase price of $0.50 per warrant if $500,000 of notes were so converted). We believe the purchase price of the private warrants
will approximate the fair value of such warrants when issued. However, if it is determined, at the time of issuance, that the fair value
of such private warrants exceeds the purchase price, we would record compensation expense for the excess of the fair value of the private
warrants on the day of issuance over the purchase price in accordance with Accounting Standards Codification ("ASC") 718
- Compensation - Stock Compensation.

 Administrative
Support Agreement

 The
Company entered into an agreement to pay the sponsor a monthly fee of $10,000 for office space, secretarial, and administrative support
services provided to the Company beginning in September 2021 and continuing monthly until the earlier of the completion of the Initial
Business Combination or the Company's liquidation.

Independence

 Nasdaq
listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent
directors and that a majority of our board of directors be independent. For a description of the director independence, see above Part
III, Item 10 - Directors, Executive Officers and Corporate Governance.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

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

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by Marcum in connection with regulatory filings. For the year ended December 31, 2023 and 2022, fees
billed by Marcum for professional services rendered were $135,929 and $141,738, respectively. The above amounts include interim procedures
and audit fees, as well as attendance at audit committee meetings.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under "Audit Fees." 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 Marcum for consultations concerning financial accounting and reporting standards for the years ended December 31, 2023 and
2022.

 Tax
Fees. We did not pay Marcum for tax planning and tax advice for the years ended December 31, 2023 and 2022.

 All
Other Fees. We did not pay Marcum for other services for the years ended December 31, 2023 and 2022.

 Pre-Approval
Policy

 The
SEC requires that before our independent registered public accounting firm is engaged by us to render any audit or permitted non-audit
related service, the engagement be either: (i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies
and procedures established by the audit committee; provided that the policies and procedures are detailed as to the particular service,
the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's
responsibilities to management.

 Since
the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services
and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis
exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of
the audit). All of the above services and fees for 2023 and 2022 were pre-approved by our audit committee.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)

 The
 following documents are filed as part of this Annual Report on Form 10-K:

 (1)

 Financial
 Statements

 Page
 No.

 Report of Independent Registered Public Accounting Firm (PCAOB Firm ID #688)

 Financial
 Statements:

 Balance Sheets

 Statement of Operations

 Statement of Changes in Stockholders' Deficit

 Statement of Cash Flows

 Notes to Financial Statements

 (2)

 Financial
 Statement Schedules

 None.

 (3)

 Exhibits

 We
hereby file as part of this Annual Report on Form 10-K the exhibits listed in the attached Exhibit Index.

 Exhibits

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

 Exhibit
No.

 Description

 1.1

 Underwriting Agreement, dated September 14, 2021 by and among the Company and the Underwriter, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 3.1

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 3.1.1

 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on December 6, 2022)

 3.1.2

 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 16, 2023)

 3.1.3

 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on June 16, 2023)

 3.1.4

 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on December 14, 2023)

 3.2

 Bylaws (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1 filed with the SEC on August 19, 2021)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1/A filed with the SEC on September 8, 2021)

 4.2

 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1/A filed with the SEC on September 8, 2021)

 4.3

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1/A filed with the SEC on September 8, 2021)

 4.4

 Warrant Agreement, dated September 14, 2021, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 4.5

 Rights Agreement, dated September 14, 2021, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 4.6

 Specimen Right Certificate (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-1/A filed with the SEC on September 8, 2021)

 4.7

 Description of Securities (incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K filed with the SEC on April 15, 2022)

 10.1

 Form of Letter Agreement, dated September 14, 2021, by and between the Company and each of the Sponsor, each officer, each director and each advisory board member of the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 10.2

 Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 10.3

 Amendment No. 1 to the Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on June 16, 2023)

 10.4

 Amendment No. 2 to the Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on December 14, 2023)

 10.5

 Stock Escrow Agreement, dated September 14, 2021, by and among the Company, Continental Stock Transfer & Trust Company, the Sponsor and certain of the Company's officers, directors and advisory board members (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 10.6

 Registration Rights Agreement, dated September 14, 2021, by and among the Company, the Sponsor and certain of the Company's officers, directors and advisory board members (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 10.7

 Form of Promissory Note issued by the Company to the Sponsor (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1/A filed with the SEC on September 8, 2021)

 10.8

 Amendment No. 1 to Promissory Note, dated March 27, 2022 (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on form 10-K filed with the SEC on April 15, 2022)

 10.9

 Form of Subscription Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1/A filed with the SEC on September 8, 2021)

 10.10

 Private Placement Warrants Purchase Agreement, dated September 14, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 10.11

 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1/A filed with the SEC on September 8, 2021)

 10.12

 Promissory Note dated December 5, 2022 between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 6, 2022)

 10.13

 Promissory Note dated June 13, 2023, between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 16, 2023)

 10.14

 Promissory Note, dated October 31, 2023, between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 3, 2023)

 10.15

 Promissory Note dated December 13, 2023, between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 14, 2023)

 10.16

 Administrative Services Agreement, dated September 14, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on September 20, 2021)

 31.1*

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

 32.1**

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

 97.1*

 Compensation Recovery Policy

 101.INS

 Inline Instance Document

 101.SCH

 Inline Taxonomy Extension Schema Document

 101.CAL

 Inline Taxonomy Extension Calculation Linkbase Document

 101.DEF

 Inline Taxonomy Extension Definition Linkbase Document

 101.LAB

 Inline Taxonomy Extension Label Linkbase Document

 101.PRE

 Inline Taxonomy Extension Presentation Linkbase Document

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 Management
 contract or compensation plan or arrangement.

 SIGNATURES

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

 April

 By:

 /s/
 Manish Jhunjhunwala

 Name:

 Manish
 Jhunjhunwala

 Title:

 Chief
 Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Accounting Officer)

 POWER
OF ATTORNEY

 The
undersigned directors and officers of WinVest Acquisition Corp. hereby constitute and appoint Manish Jhunjhunwala, with full power of
substitution and resubstitution, our true and lawful attorney-in-fact and agent with full power to execute in our name and behalf in
the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating
thereto, and hereby ratify and confirm all that such attorney-in-fact, or such attorney-in-fact's substitute, may lawfully do or
cause to be done by virtue hereof.

to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons in the capacities
and on the dates indicated below.

 Name

 Title

 Date

 /s/
 Manish Jhunjhunwala

 Chief
 Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting
 Officer)

 April

 Manish
 Jhunjhunwala

 /s/
 Mark H. Madden

 Chief
 Strategy Officer, Director

 April

 Mark
 H. Madden

 /s/
 Alok R. Prasad

 Head
 of Growth, Director

 April

 Alok
 R. Prasad

 /s/
 Lawrence S. Kramer

 April

 Lawrence
 S. Kramer

 /s/
 Edward J. McGowan

 April

 Edward
 J. McGowan

 /s/
 Alex Pentland

 April

 Dr.
 Alex Pentland

 /s/
 Martin Schmidt

 April

 Martin
 Schmidt

 /s/
 Barrie R. Zesiger

 April

 Barrie
 R. Zesiger

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 TABLE
OF CONTENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB FIRM ID # 688)

 FINANCIAL
 STATEMENTS:

 Balance Sheet

 Statement of Operations

 Statement of Changes in Stockholders' Deficit

 Statement of Cash Flows

 Notes to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 WinVest
Acquisition Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of WinVest Acquisition Corp. (the "Company") as of December 31, 2023 and 2022,
the related statements of operations, changes in stockholders' deficit and cash flows for each of the two years in the period ended
December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, 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 described in Note
1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses or entities on or before April 17, 2024, or make monthly deposits into Company's trust account and obtain board approval
to extend the business combination deadline by an additional two months through June 17, 2024. There is no assurance that the Company
will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business
combination prior to April 17, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline
beyond April 17, 2024 and lacks the capital resources needed to fund operations and complete any business combination, even if the
deadline to complete a business combination is extended to a later date. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

 Basis
for Opinion

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

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

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

 /s/
 Marcum llp

 Marcum
 llp

 We
have served as the Company's auditor since 2021

 Marlton,
New Jersey

 April 15, 2024

 F- 2

 CONDENSED
BALANCE SHEETS

 December 31, 2023

 December 31, 2022

 ASSETS

 Current assets:

 Cash

 $
 37,946

 $
 88,247

 Tax receivable

 99,814

 -

 Prepaid expenses, short-term portion

 133,117

 277,776

 Total current assets

 270,877

 366,023

 Cash and marketable securities held in Trust Account

 Total assets

 12,724,289

 19,937,585

 LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 Current liabilities:

 Accounts payable and accrued liabilities

 991,998

 382,872

 Income tax payable

 189,000

 314,000

 Excise tax payable

 80,443

 -

 Related party payables

 225,000

 107,000

 Extension note, related party

 1,195,000

 125,000

 Promissory note, related party

 306,500

 -

 Total current liabilities

 2,987,941

 928,872

 Deferred underwriting commissions

 4,025,000

 4,025,000

 Total liabilities

 7,012,941

 4,953,872

 Commitments and Contingencies (Note 5)

 -

 -

 Common stock subject to possible redemption; 1,143,123 and 1,893,113 shares outstanding at
 redemption values of $ 10.89 and $ 10.34 per share as of December 31, 2023 and 2022, respectively

 Stockholders' deficit:

 Preferred stock, par value $ 0.0001, 1,000,000 shares authorized, 0 issued and outstanding

 -

 -

 Common stock, par value $ 0.0001, 100,000,000 shares authorized; 2,875,000 issued and outstanding(excluding 1,143,123 and 1,893,113 shares subject to possible redemption as of December 31, 2023 and 2022, respectively)

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 6,742,352
)

 ( 4,588,137
)

 Total stockholders' deficit

 ( 6,742,064
)

 ( 4,587,849
)

 Total liabilities and stockholders' deficit

 $
 12,724,289

 $
 19,937,585

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

 F- 3

 CONDENSED
STATEMENTS OF OPERATIONS

 For the Year Ended

 For the Year Ended

 December 31, 2023

 December 31, 2022

 Operating expenses:

 $
 1,764,719

 $
 1,321,875

 Loss from operations

 ( 1,764,719
)

 ( 1,321,875
)

 Other income:

 Interest income

 756,539

 1,409,243

 Interest expense

 ( 7,428
)

 -

 Total other income

 749,111

 1,409,243

 Income (Loss) before income taxes

 ( 1,015,608
)

 87,368

 Provision for income taxes

 ( 132,000
)

 ( 314,000
)

 Net loss

 $
)

 $
)

 Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption

 1,535,014

 1,898,300

 Basic and diluted net income (loss) per share, redeemable shares subject to redemption

 $
 -

 $
 -

 Weighted-average common shares outstanding, basic and diluted, non-redeemable shares

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

 $
 ( 0.40
)

 $
 ( 0.08
)

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

 F- 4

 CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE

 YEARS
ENDED DECEMBER 31, 2023 AND 2022

 Common Stock

 Additional
Paid-in

 Accumulated

 Total
Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance, January 1, 2022

 $

 $
 -

 $
 ( 2,939,229
)

 $
 ( 2,938,941
)

 Remeasurement of common stock to redemption value

 -

 -

 -

 ( 1,422,276
)

 ( 1,422,276
)

 Net loss

 -

 -

 -

)

)

 Balance, December 31, 2022

 -

 ( 4,588,137
)

 ( 4,587,849
)

 Common Stock

 Additional
 Paid-in

 Accumulated

 Total
Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance, January 1, 2023

 $

 $
 -

 $
 ( 4,588,137
)

 $
 ( 4,587,849
)

 Balance

 $

 $
 -

 $
 ( 4,588,137
)

 $
 ( 4,587,849
)

 Remeasurement of common stock to redemption value

 -

 -

 -

 ( 926,164
)

 ( 926,164
)

 Excise tax payable

 -

 -

 -

 ( 80,443
)

 ( 80,443
)

 Net loss

 -

 -

 -

)

)

 Balance, December 31, 2023

 -

 ( 6,742,352
)

 ( 6,742,064
)

 Balance

 -

 ( 6,742,352
)

 ( 6,742,064
)

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

 F- 5

 CONDENSED
STATEMENTS OF CASH FLOWS

 For the Year Ended

 For the Year Ended

 December 31, 2023

 December 31, 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

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

 Interest earned on cash and marketable securities held in Trust Account

 ( 755,104
)

 ( 1,409,243
)

 Changes in operating assets and liabilities:

 Changes in taxes receivable

 ( 99,814
)

 -

 Changes in prepaid expenses

 144,659

 392,521

 Changes in accounts payable and accrued expenses

 609,126

 288,112

 Changes in taxes payable

 ( 125,000
)

 314,000

 Changes in related party payables

 118,000

 107,000

 Net cash used in operating activities

 ( 1,255,741
)

 ( 534,242
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Investment in Trust Account

 ( 1,070,000
)

 ( 125,000
)

 Withdrawal of interest from Trust Account to pay taxes

 898,940

 114,583

 Cash withdrawn from Trust Account in connection with redemption

 8,044,313

 98,000,714

 Net cash provided by (used in) investing activities

 7,873,253

 97,990,297

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from promissory note - related party

 306,500

 125,000

 Proceeds from extension note - related party

 1,070,000

 -

 Redemption of common stock

 ( 8,044,313
)

 ( 98,000,714
)

 Net cash (used in) provided by financing activities

 ( 6,667,813
)

 ( 97,875,714
)

 NET CHANGE IN CASH

 ( 50,301
)

 ( 419,659
)

 Cash - Beginning of period

 88,247

 507,906

 Cash - End of period

 $
 37,946

 $
 88,247

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Non-cash investing and financing activities:

 Accretion of common stock to redemption value

 $
 926,164

 $
 1,422,276

 Cash remitted to Trust Account for term extension

 $
 -

 $
 125,000

 Excise tax payable

 $
 80,443

 $
 -

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

 F- 6

 NOTES
TO CONDENSED FINANCIAL STATEMENTS

 NOTE
1 – NATURE OF THE BUSINESS

 WinVest
Acquisition Corp. ("WinVest," or the "Company") was incorporated in the State of Delaware on March 1, 2021. The
Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination (the "Initial Business Combination") with one or more businesses or entities. The Company has
selected December 31 as its fiscal year end.

 Throughout
this report, the terms "our," "we," "us," and the "Company" refer to WinVest Acquisition
Corp.

 As
of December 31, 2023, the Company had not commenced core operations. All activity for the period from March 1, 2021 (inception) through
December 31, 2023 relates to the Company's formation, raising funds through the initial public offering ("Initial Public
Offering"), and search for an Initial Business Combination, which is described below. The Company will not generate any operating
revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in
the form of interest income from the proceeds derived from the Initial Public Offering.

 The
registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering (the "IPO
Registration Statement") was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial
Public Offering of 10,000,000 units (the "Units"). Each Unit consists of one share of common stock of the Company, $ 0.0001
par value per share (the "Common Stock"), one redeemable warrant (the "Public Warrants"), with each Public Warrant
entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock at an exercise price of $ 11.50 per whole share,
subject to adjustment, and one Right (the "Rights"), with each Right entitling the holder thereof to receive one-fifteenth
(1/15) of one share of Common Stock upon the consummation by the Company of an Initial Business Combination. The Units were sold at an
offering price of $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 (before underwriting discounts and commissions and offering
expenses).

 Simultaneously
with the consummation of the Initial Public Offering and the issuance and sale of the Units, the Company completed the private sale of
 10,000,000 warrants (the "Private Placement Warrants") at a price of $ 0.50 per Private Placement Warrant to our sponsor,
WinVest SPAC LLC (the "Sponsor"), generating gross proceeds of $ 5,000,000 (such sale, the "Private Placement").

 Each
Private Placement Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $ 11.50 per whole
share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants.

 On
September 23, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 Units (the "Over-Allotment
Units"), generating gross proceeds of $ 15,000,000 on September 27, 2021. Accordingly, no Founder Shares (as defined below) were
subject to forfeiture upon exercise of the full over-allotment. Simultaneously with the sale of Over-Allotment Units, the Company consummated
a private sale of an additional 900,000 Private Placement Warrants (the "Additional Private Placement Warrants", and together
with the Public Warrants and the Private Placement Warrants, the "Warrants") to the Sponsor at a purchase price of $ 0.50
per Private Placement Warrant, generating gross proceeds of $ 450,000. As of September 27, 2021, a total of $ 116,150,000 of the net proceeds
from the Initial Public Offering and the sale of the Private Placement Warrants and the Additional Private Placement Warrants were deposited
in a Trust Account (as defined below) established for the benefit of the Company's public stockholders.

 F- 7

the closing of the Initial Public Offering on September 17, 2021, and the underwriters' exercise of their over-allotment option
in full on September 23, 2021, an aggregate amount of $ 116,150,000 from the Initial Public Offering and the sale of the Private Placement
Warrants was placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company ("Continental"),
as trustee (the "Trust Account"). The funds held in the Trust Account have, since the Initial Public Offering, been held
only in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
as amended (the "Investment Company Act") having a maturity of 185 days or less, in money market funds meeting the applicable
conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that the Company
is not deemed to be an investment company under the Investment Company Act, or in cash. To mitigate the risk of the Company being deemed
to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act), prior to the 24-month anniversary of the effective date of the IPO Registration Statement, the Company instructed Continental
to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain all
funds in the Trust Account in cash in an interest-bearing bank account until the earlier of the consummation of the Company's Initial
Business Combination or its liquidation. Except with respect to interest earned on the funds held in the Trust Account that may be released
to pay for the Company's income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier
of the completion of the Initial Business Combination or the redemption of 100 % of the outstanding shares of Common Stock issued as part
of the Units sold in the Initial Public Offering (the "Public Shares") if an Initial Business Combination has not been completed
in the required time period. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations
of the target business.

 The
Company initially had 15 months from the closing of the Initial Public Offering on September 17, 2021 to consummate the Initial Business
Combination. On November 30, 2022, the Company held a special meeting of stockholders, at which the stockholders approved an amendment
(the "November 2022 Extension Amendment") to the Company's amended and restated certificate of incorporation (as amended,
the "Certificate of Incorporation") to extend the date (the "Termination Date") by which the Company must consummate
an Initial Business Combination from December 17, 2022 (the "Original Termination Date") to January 17, 2023, and to allow
the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an
additional one month each time after January 17, 2023, by resolution of the Company's board of directors, if requested by its Sponsor,
and upon five days' advance notice prior to the applicable Termination Date, until June 17, 2023, or a total of up to six months
after the Original Termination Date, unless the closing of the Initial Business Combination shall have occurred prior thereto, subject
to the deposit by the Sponsor or its affiliates or designees, upon five days' advance notice prior to the applicable deadline,
of $ 125,000, on or prior to the date of the applicable deadline, for each one-month extension. Any such payments would be made in the
form of a non-interest-bearing loan and would be repaid, if at all, from funds released to us upon completion of our Initial Business
Combination.

 In
connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 Public Shares properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $ 10.20 per
share, for an aggregate redemption amount of approximately $ 98.0 million. Following such redemptions, approximately $ 19.6 million was
left in the Trust Account and 1,893,113 shares remained outstanding.

the approval of the November 2022 Extension Amendment, on December 5, 2022, the Company issued an unsecured promissory note in the principal
amount of $ 750,000 (the "First Extension Note") to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company
up to $ 750,000 in connection with the extension of the Termination Date. Per the terms of the First Extension Note, funds available under
such note are not restricted for use for extension payments. The First Extension Note does not bear interest and matures upon the earlier
of (a) the closing of an Initial Business Combination and (b) the Company's liquidation. In the event that the Company does not
consummate an Initial Business Combination, the First Extension Note will be repaid only from amounts remaining outside of the Trust
Account, if any. Upon the consummation of an Initial Business Combination, the Sponsor may elect to convert any portion or all of the
amount outstanding under the First Extension Note into private warrants to purchase shares of the Company's Common Stock at a conversion
price of $ 0.50 per private warrant. Such private warrants will be identical to the Private Placement Warrants issued to the Sponsor at
the time of the Initial Public Offering.

 F- 8

 On
June 12, 2023, the Company held a second special meeting of stockholders (the "June 2023 Extension Meeting"), at which the
stockholders approved, among other things, (i) an amendment (the "June 2023 Extension Amendment") to the Company's
Certificate of Incorporation to extend the Termination Date from June 17, 2023 to July 17, 2023, and to allow the Company, without another
stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such
shorter period as may be requested by the Sponsor) after July 17, 2023, by resolution of the Company's board of directors, if requested
by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date, until December 17, 2023, or a total
of up to six months after June 17, 2023, unless the closing of the Company's Initial Business Combination shall have occurred prior
thereto, and (ii) an amendment (the "Redemption Limitation Amendment") to eliminate from the Certificate of Incorporation
the limitation that the Company may not consummate any business combination unless it has net tangible assets of at least $ 5,000,001
upon consummation of such business combination. Following stockholder approval of the June 2023 Extension Amendment and the Redemption
Limitation Amendment at the June 2023 Extension Meeting, on June 16, 2023, the Company filed the June 2023 Extension Amendment and the
Redemption Limitation Amendment with the Delaware Secretary of State.

 In
connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 Public Shares properly exercised their
right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $ 10.71 per share,
for an aggregate redemption amount of approximately $ 6,721,795. Following such redemptions, $ 13,551,331 was left in Trust Account and
 1,265,429 Public Shares remained outstanding.

the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, the Company issued an unsecured promissory note
in the principal amount of $ 390,000 (the "Second Extension Note") to the Sponsor, pursuant to which the Sponsor agreed to
loan to the Company up to $ 390,000 in connection with the extension of the Termination Date. The Second Extension Note does not bear
interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) the Company's liquidation.
In the event that the Company does not consummate an Initial Business Combination, the Second Extension Note will be repaid only from
amounts remaining outside of the Trust Account, if any. Upon the consummation of an Initial Business Combination, the Sponsor may elect
to convert any portion or all of the amount outstanding under the Second Extension Note into private warrants to purchase shares of the
Company's Common Stock at a conversion price of $ 0.50 per private warrant. Such private warrants will be identical to the Private
Placement Warrants issued to the Sponsor at the time of the Initial Public Offering.

 On
November 30, 2023, the Company held a special meeting of stockholders, at which the stockholders approved, among other things, an amendment
to the Company's Certificate of Incorporation (the "November 2023 Extension Amendment")
to extend the Termination Date from December 17, 2023 to January 17, 2024, and to allow the Company, without another stockholder vote,
to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after December 17,
2023, by resolution of the Company's board of directors, if requested by the Sponsor, and upon five days' advance notice
prior to the applicable Termination Date, until June 17, 2024, or a total of up to six months after December 17, 2023, unless the closing
of the Company's Business Combination shall have occurred prior thereto, by causing $ 55,000 to be deposited into the Trust Account
for each such extension.

 In
connection with the vote to approve the November 2023 Extension Amendment, the holders of 122,306 shares of Public Shares properly exercised
their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $ 10.81 per
share, for an aggregate redemption amount of approximately $ 1,322,518. Following such redemptions, 1,143,123 Public Shares remained outstanding.

the approval of the November 2023 Extension Amendment on November 30, 2023, on December 13, 2023, the Company issued an unsecured promissory
note in the principal amount of $ 330,000 (the "Third Extension Note") to the Sponsor, pursuant to which the Sponsor agreed
to loan to the Company up to $ 330,000 in connection with the extension of the Termination Date. The Third Extension Note does not bear
interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) the Company's liquidation.
In the event that the Company does not consummate an Initial Business Combination, the Third Extension Note will be repaid only from
amounts remaining outside of the Trust Account, if any.

the date of this report, the Company has deposited $ 1,360,000 into the Trust Account in connection with six drawdowns under the First
Extension Note, six drawdowns under Second Extension Note, and four drawdowns under the Third Extension Notes (collectively the "Extension
Notes") pursuant to the extension of the Termination Date to April 17, 2024. Such amounts will be distributed either to: (i) all
the holders of Public Shares upon the Company's liquidation or (ii) holders of such shares who elect to have their shares redeemed
in connection with (a) the vote to approve an extension amendment or (b) the consummation of an Initial Business Combination. As of December
31, 2023 and 2022, $ 1,195,000 and $ 125,000, respectively, was outstanding under the Extension Notes.

 F- 9

 If
the Company is unable to consummate an Initial Business Combination by the Termination Date, the Company will, as promptly as possible
but not more than ten business days thereafter, redeem 100 % of the outstanding Public Shares for a pro rata portion of the funds held
in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account (less taxes payable
and up to $ 100,000 of interest to pay for dissolution expenses), and then seek to dissolve and liquidate. However, the Company may not
be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the public stockholders.
In the event of our dissolution and liquidation, the Rights, Public Warrants and Private Placement Warrants will expire and will be worthless.

 No
compensation of any kind (including finders', consulting or other similar fees) will be paid to any of the existing officers, directors,
stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial
Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any
out-of-pocket expenses incurred by them in connection with activities on the Company's behalf, such as identifying potential target
businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from
the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management
after the Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid
to those persons after the Initial Business Combination.

 Management
intends to use any funds available outside of the Trust Account for miscellaneous expenses such as paying fees to consultants to assist
the Company with its search for a target business and for director and officer liability insurance premiums, with the balance being held
in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed
our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by the Company's insiders, officers and directors
in connection with activities as described below.

 The
allocation of the net proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held
in the Trust Account available to pay for the Company's income and other tax liabilities, represents the best estimate of the intended
uses of these funds. In the event that the Company's assumptions prove to be inaccurate, the Company may reallocate some of such
proceeds within the above-described categories. If the estimate of the costs of undertaking due diligence and negotiating the Initial
Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust
Account is insufficient, the Company may be required to raise additional capital, the amount, availability and cost of which is currently
unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor
or third parties. The Sponsor and/or founding stockholders may, but are not obligated to, loan funds as may be required. Such loans would
be evidenced by promissory notes that would either be paid upon consummation of the Initial Business Combination, or, with respect to
certain of such notes, at such lender's discretion, converted upon consummation of
the Initial Business Combination into Private Placement Warrants at a price of $ 0.50 per Private Placement Warrant. However, the Sponsor
and/or founding stockholders are under no obligation to loan the Company any funds or invest in the Company. If the Company is unable
to obtain the necessary funds, the Company may be forced to cease searching for a target business and liquidate without completing our
Initial Business Combination.

 The
Company will likely use substantially all of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the
Additional Private Placement Warrants, including the funds held in the Trust Account, in connection with the Initial Business Combination
and to pay for expenses relating thereto, including the deferred underwriting discounts and commissions payable to the underwriters in
an amount equal to 3.5 % of the total gross proceeds raised in the offering upon consummation of the Initial Business Combination. To
the extent that the Company's capital stock is used in whole or in part as consideration to effect the Initial Business Combination,
the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined
company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target
business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business'
operations or for strategic acquisitions.

 F- 10

 To
the extent the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the
remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete
such liquidation and has agreed not to seek repayment of such expenses.

 Risks
and Uncertainties

 On
August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides
for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic
corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.
The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount
of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for
purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock
issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to
the excise tax. The U.S. Department of the Treasury (the "Treasury Department") has been given authority to provide
regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other
share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be
subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination,
(iii) the nature and amount of any "PIPE" (Private Investment in Public Entity) or other equity issuances in connection
with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable
year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury Department. In addition,
because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the
excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company's ability to complete a Business Combination. The Company will not use the proceeds placed in
the Trust Account and the interest earned thereon to pay any excise taxes that may be imposed on it pursuant to any current, pending
or future rules or laws, including without limitation any excise tax imposed under the IR Act, on any redemptions or stock buybacks
by the Company.

 In
June 2023, the Company's stockholders redeemed 627,684 Public Shares for a total of $ 6,721,795. In November 2023, the Company's
stockholders redeemed 122,306 Public Shares for a total of $ 1,322,518. The Company evaluated the classification and accounting of the
stock redemption under ASC 450, "Contingencies". ASC 450 states that when a loss contingency exists the likelihood that the
future event will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent
liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and
probability of completing a Business Combination as of December 31, 2023 and determined that a contingent liability should be calculated
and recorded. As of December 31, 2023, the Company recorded $ 80,443 of excise tax liability calculated as 1 % of shares redeemed.

 Use of Funds Restricted for Payment of
Taxes

 In October and December 2023, the
Company withdrew $ 349,089 and $ 240,000, respectively, of interest and dividend income earned in the Trust Account. Such amounts
were restricted for payment of the Company's tax liabilities as provided in the Company's charter. During the fourth
quarter of 2023, approximately $ 190,000 of these funds were inadvertently used for the payments of general operating expenses.
These funds were replenished to the Company's operating account by the Sponsor on April 12, 2024 in the form of a working
capital loan.

 Going
Concern

 As
of December 31, 2023, the Company had $ 37,946 in its operating bank account and a working capital deficit of $ 2,717,064. The Company's
liquidity needs prior to the consummation of the Initial Public Offering have been satisfied through proceeds from advances from a related
party, the Sponsor, and from the issuance of Common Stock. Subsequent to the consummation of the Initial Public Offering, liquidity has
been satisfied through the net proceeds from the consummation of the Initial Public Offering, the proceeds from the Sponsor's purchase
of Private Placement Warrants held outside of our Trust Account and loans from the Sponsor. For the year ended December 31, 2023, the
Company had a net loss of $ 1,147,608 and expenses from operating activities were $ 1,764,719, mainly due to costs associated with professional
services, including legal, financial reporting, accounting and auditing compliance expenses. The Company intends to use the funds held
outside the Trust Account, in addition to additional funds that the Company may borrow under the March 2021 Promissory Note (as defined
below) and the October 2023 Promissory Note (as defined below), primarily to pay corporate filing and compliance expenses, identify and
evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or
similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of prospective target businesses and structure, negotiate and complete an Initial Business Combination. Per the terms of the Extension
Notes, funds available under such notes are not restricted for use for extension payments. The Company believes it will need to access
additional liquidity in order to consummate an Initial Business Combination.

 F- 11

 The
accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes
the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company
had not commenced any operations. All activity for the period from March 1, 2021 (inception) through December 31, 2023 relates to
the Company's formation and the Initial Public Offering. All activity for the year ended December 31, 2023 relates to
identifying a target company for a business combination. The Company will not generate any operating revenues until after the
completion of the Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest
income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company's ability to
commence operations is contingent upon consummating a business combination. Management has broad discretion with respect to the
specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended
to be applied generally toward consummating a business combination. Although management has been successful to date in raising
necessary funding, there can be no assurance that any required future financing can be successfully completed. Additionally, the
Company does not currently have sufficient working capital. Furthermore, the Company's ability to consummate an Initial
Business Combination within the contractual time period is uncertain. The Company currently has until April 17, 2024, which can be
extended to June 17, 2024, assuming the extension requirements are met, to consummate the Initial Business Combination. The Company
will not be able to consummate an Initial Business Combination by April 17, 2024. Based on these circumstances, management has
determined that there is substantial doubt about the Company's ability to continue as a going concern due to the uncertainty
of liquidity requirements and the mandatory liquidation date within one year.

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS

 Basis
of Presentation

 The
accompanying audited condensed financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the
rules and regulations of the SEC. In the opinion of management, these audited condensed financial statements include all adjustments
necessary for a fair statement of the financial position, results of operations and cash flows of the Company, and the adjustments are
of a normal and recurring nature.

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities
Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to
comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act
registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition
period which means that when a standard is issued or revised and it has different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.

 F- 12

 Use
of Estimates

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

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

 Cash
and cash equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2023 and 2022.

 Cash
and Marketable Securities Held in Trust Account

the closing of the Initial Public Offering on September 17, 2021, and the underwriters' exercise of their over-allotment
option in full on September 23, 2021, an aggregate amount of $ 116,150,000
from the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested
only in U.S. government securities with a maturity of 185 days or less, 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 or in cash. To mitigate the
risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test
of Section 3(a)(1)(A) of the Investment Company Act), prior to the 24-month anniversary of the effective date of the Company's
IPO Registration Statement, the Company instructed Continental to liquidate the U.S. government treasury obligations or money market
funds held in the Trust Account and thereafter to maintain all funds in the Trust Account in cash in an interest-bearing bank
account. Subsequent to December 31, 2023, the Company reinvested such funds in marketable securities. The Trust Account is intended
as a holding place for funds pending the earliest to occur of: (i) the completion of the Initial Business Combination; (ii) the
redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company's Certificate of
Incorporation (A) to modify the substance or timing of the Company's obligation to redeem 100 %
of the Public Shares if the Company does not complete the Initial Business Combination by the Termination Date (B) with respect to
any other provision relating to stockholders' rights or pre-Initial Business Combination activity; or (iii) absent the
consummation of an Initial Business Combination by the Termination Date, the return of the funds held in the Trust Account to the
public stockholders as part of redemption of the Public Shares.

 Common
Stock Subject to Possible Redemption

 The
Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common Stock subject to mandatory redemption is classified
as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features
redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company's control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders'
deficit. The Company's Common Stock features certain redemption rights that are considered to be outside of the Company's
control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at
redemption value as temporary equity, outside of the stockholders' deficit section of the Company's balance sheet.

 The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal
the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected
by charges against additional paid-in capital and accumulated deficit.

 F- 13

 Public
and Private Placement Warrants

 We
account for our Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant's
specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC
815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments
pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for
equity classification under ASC 815, including whether the warrants are indexed to the Company's own Common Stock, 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. In that respect, the Private Placement
Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in
payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public
Offering.

 The
Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights' specific terms and applicable
authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant
to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification
under ASC 815, including whether the Rights are indexed to the Company's own Common Stock, among other conditions for the equity
classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance.

 Each
Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period
and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and
the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the Private
Placement to purchase shares of Common Stock, since the exercise of the Rights are contingent upon the occurrence of future events.

 Income
Taxes

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

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023
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 subject to income tax examinations by major taxing authorities.

 Franchise
Taxes

 The
Company is subject to franchise tax filing requirements in the State of Delaware.

 F- 14

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. As of December 31, 2023, the Company has not experienced
losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

 Fair
Value of Financial Instruments

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

 Fair
Value Measurements

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

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

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

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

 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 FAIR VALUE MEASUREMENT ON RECURRING BASIC

 Fair value measurements at reporting date using:

 Description

 Fair Value

 Quoted
 prices in
 active
 markets
 for identical
 liabilities
 (Level 1)

 Significant
 other
 observable
 inputs
 (Level 2)

 Significant
 unobservable
 inputs
 (Level 3)

 Assets:

 Cash and marketable securities held in Trust Account at December 31, 2023

 $

 $

 $
 -

 $
 -

 Cash and marketable securities held in Trust Account at December 31, 2022

 $

 $

 $
 -

 $
 -

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

 Net
Loss Per Common Share

 Net
loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period.
Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding
are increased to include additional shares from the assumed exercise of share options, if dilutive.

 F- 15

 The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations
include a presentation of loss per redeemable share and loss per non-redeemable share following the two-class method of income per share.
In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered
the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of
calculating net loss per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends
paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount
to be allocated using a ratio of 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective
participation rights, for the year ended December 31, 2023.

 The
loss per share presented in the statement of operations is based on the following:

 SCHEDULE
OF EARNINGS PER SHARE

 For the Year Ended December 31, 2023

 Common shares subject to redemption

 Non-redeemable

 Common Shares

 Basic and diluted net loss per share

 Numerator:

 Allocation of net loss

 -

)

 Denominator:

 Weighted-average shares outstanding

 1,535,014

 Basic and diluted net loss per share

 $
 -

 $
 ( 0.40
)

 For the Year Ended December 31, 2022

 Common shares
 subject to
 redemption

 Non-redeemable
 Common Shares

 Basic and diluted net income (loss) per share

 Numerator:

 Allocation of net income (loss)

 -

)

 Denominator:

 Weighted-average shares outstanding

 1,898,300

 Basic and diluted net income (loss) per share

 $
 0.00

 $
 ( 0.08
)

 The
Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the Private Placement to purchase
 11,966,667 shares of Common Stock in the calculation of diluted loss per share, since the exercise of the Warrants and Rights are contingent
upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for
the period presented.

 Recent
Accounting Pronouncements

 In
June 2022, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement
(Topic 820) ("ASU 2022-03"). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity
security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.
The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.
The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The
provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption
is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance
on the balance sheets, results of operations and cash flows.

 ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well
as information on income taxes paid. The new standard is effective for public entities with annual periods beginning after December 15,
2024, with early adoption permitted and should be applied prospectively with the option of retrospective application. The Company does
not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results
of operations and cash flows.

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

 F- 16

 NOTE
3 - INITIAL PUBLIC OFFERING

to the Initial Public Offering, on September 17, 2021, the Company sold 10,000,000 Units at a price of $ 10.00 per Unit for a total of
$ 100,000,000, which increased to 11,500,000 Units for a total of $ 115,000,000 when the over-allotment option was exercised in full on
September 23, 2021. Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder
thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable
Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $ 11.50 per full share, subject
to adjustment (see Note 7).

 In
connection with its Initial Public Offering, the Company incurred offering costs of $ 2,923,969, consisting of $ 2,400,000 of underwriting
commissions and expenses and $ 523,969 of costs related to the Initial Public Offering. Additionally, the Company recorded deferred underwriting
commissions of $ 4,025,000 payable only upon completion of our Initial Business Combination.

 NOTE
4 – RELATED PARTY TRANSACTIONS

 Sponsor
Shares

 On
March 16, 2021, our Sponsor purchased 2,875,000 shares (the "Founder Shares") of the Company's Common Stock for an
aggregate price of $ 25,000.

 Prior
to the effective date of the registration statement filed in connection with the Initial Public Offering, the Company entered into agreements
with its directors in connection with their board service and certain members of its advisory board in connection with their advisory
board service for its Sponsor to transfer an aggregate of 277,576 of its Founder Shares to the Company's directors for no cash
consideration and an aggregate of 60,000 of its Founder Shares to certain members of the Company's advisory board for no cash consideration,
for a total of 337,576 shares, approximating the fair value of the shares on such date, or $ 34. The shares were subsequently transferred
prior to the effectiveness of the Company's registration statement. The Founder Shares do not have redemption rights and will be
worthless unless the Company consummates its Initial Business Combination.

 Private
Placement Warrants

 Our
Sponsor purchased from us an aggregate of 10,900,000 Private Placement Warrants at a purchase price of $ 0.50 per warrant, or $ 5,450,000
in the aggregate, in a private placement that closed simultaneously with the closing of the Initial Public Offering. A portion of the
proceeds received from the purchase equal to $ 3,450,000 was placed in the Trust Account so that at least $ 10.10 per share sold to the
public in the Initial Public Offering is held in the Trust Account.

 March
2021 Promissory Note – Related Party

 On
March 16, 2021, the Company issued an unsecured promissory note to the Sponsor (extended by amendment in March 2022 to the consummation
of an Initial Business Combination) (the "March 2021 Promissory Note"), pursuant to which the Company could borrow up to
an aggregate principal amount of $ 300,000, of which $ 0 was outstanding under the March 2021 Promissory Note as of December 31, 2022.
Through December 31, 2023, the Company effected drawdowns of $ 300,000 under the March 2021 Promissory Note. The March 2021 Promissory
Note is non-interest bearing and payable on the date on which the Company consummates its Initial Business Combination. The Sponsor may
elect to convert any portion or all of the amount outstanding under the March 2021 Promissory Note into Private Placement Warrants to
purchase shares of Common Stock of the Company at a conversion price of $ 0.50 per warrant, and each warrant will entitle the holder to
acquire one-half share of the Company's Common Stock at an exercise price of $ 11.50 per share, commencing on the date of the Initial
Business Combination of the Company, and otherwise on the terms of the Private Placement Warrants.

 F- 17

 The
Company analyzed the conversion feature of the March 2021 Promissory Note into private warrants under ASC 815, Derivatives and Hedging,
ASC 450, Contingencies, ASC 480, Distinguishing Liabilities from Equity and ASU 2020-06, " Debt—Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40).
 Prior to any Initial Business Combination, the outstanding amounts under the March 2021 Promissory Note are recorded as a liability
on the balance sheet. The conversion feature for any such outstanding amounts requires liability treatment on the balance sheet and should
be recorded at fair value with changes to the fair value being recorded through the income statement. Once converted, the private warrants,
being identical to the Public Warrants, will be classified under equity treatment. However, given that the fair value of such conversion
feature is not material as of the latest drawdown date, and the reporting date, or December 31, 2023, management has not recorded any
such adjustment to the Company's financial statements.

 October
2023 Promissory Note – Related Party

 On
October 31, 2023, the Company issued an unsecured promissory note to the Sponsor (the "October 2023 Promissory Note"), pursuant
to which the Company may borrow up to an aggregate principal
amount of $ 1,000,000. Through December 31, 2023, the Company effected drawdowns of $ 6,500
under the October 2023 Promissory Note. The October 2023 Promissory Note does not bear interest
and matures upon the closing of the Initial Business Combination. In the event that the Company does not consummate an Initial Business
Combination, the October 2023 Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any.

 Extension
Notes – Related Party

 As
previously disclosed, on December 5, 2022, the Company issued the First Extension Note to the Sponsor, pursuant to which the Sponsor
agreed to loan to the Company up to $ 750,000 in connection with the extension of the Termination Date. The First Extension Note does
not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) the Company's liquidation.
In the event that the Company does not consummate an Initial Business Combination, the First Extension Note will be repaid only from
amounts remaining outside of the Trust Account, if any. Upon the consummation of an Initial Business Combination, the Sponsor may elect
to convert any portion or all of the amount outstanding under the First Extension Note into private warrants to purchase shares of the
Company's Common Stock at a conversion price of $ 0.50 per private warrant. Such private warrants will be identical to the Private
Placement Warrants issued to the Sponsor at the time of the Initial Public Offering. The balance on the First Extension Note as of December
31, 2023 and 2022 was $ 750,000 and $ 125,000, respectively.

 As
previously disclosed, in connection with the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, the
Company issued the Second Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 390,000
in connection with the extension of the Termination Date. The Second Extension Note does not bear interest and matures upon the
earlier of (a) the closing of an Initial Business Combination and (b) the Company's liquidation. In the event that the Company
does not consummate an Initial Business Combination, the Second Extension Note will be repaid only from amounts remaining outside of
the Trust Account, if any. Upon the consummation of an Initial Business Combination, the Sponsor may elect to convert any portion or
all of the amount outstanding under the Promissory Note into Private Warrants to purchase shares of the Company's common stock
at a conversion price of $ 0.50 per Private Warrant. Such Private Warrants will be identical to the private placement warrants issued
to the Sponsor at the time of the Initial Public Offering. The balance on the Second Extension Note as of December 31, 2023 was $ 390,000.

 As
previously disclosed, in connection with the approval of the November 2023 Extension Amendment on November 30, 2023, on December 13,
2023, the Company issued the Third Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 330,000
in connection with the extension of the Termination Date. The Third Extension Note does not bear interest and matures upon the earlier
of (a) the closing of an Initial Business Combination and (b) the Company's liquidation. In the event that the Company does not
consummate an Initial Business Combination, the Third Extension Note will be repaid only from amounts remaining outside of the Trust
Account, if any. The balance on the Third Extension Note as of December 31, 2023 was $ 55,000.

the date of this report, the Company has effected drawdowns of an aggregate of $ 1,360,000 under the Extension Notes and caused such sums
to be deposited into the Trust Account in connection with the extension of the Termination Date from December 17, 2022 to April 17, 2024.
Such amounts will be distributed either to: (i) all of the holders of Public Shares upon the Company's liquidation or (ii) holders
of Public Shares who elect to have their shares redeemed in connection with (a) the vote to approve an extension amendment or (b) the
consummation of an Initial Business Combination.

 F- 18

 The
Company analyzed the conversion feature of the First and Second Extension Notes into private warrants under ASC 815, Derivatives and
Hedging, ASC 450, Contingencies, ASC 480, Distinguishing Liabilities from Equity and ASU 2020-06, Debt—Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic
815-40). " Prior to an Initial Business Combination, the outstanding amounts under the Extension Notes are recorded as a liability
on the balance sheet. The conversion feature for any such outstanding amounts requires liability treatment on the balance sheet and should
be recorded at fair value with changes to the fair value being recorded through the income statement. Once converted, the private warrants,
being identical to the Public Warrants, will be classified under equity treatment. However, given that the fair value of such conversion
feature is not material as of the latest drawdown date of each of the Extension Notes, the reporting date, or December 31, 2023, management
has not recorded any such adjustment to the Company's financial statements.

 Administrative
Support Agreement

 The
Company entered into an agreement to pay our Sponsor a monthly fee of $ 10,000
for office space, secretarial, and administrative support services provided to the Company beginning in September 2021 and
continuing monthly until the earlier of the completion of an Initial Business Combination or the Company's liquidation. As of
December 31, 2023, $ 225,000
is owed to the Sponsor under this agreement.

 NOTE
5 – COMMITMENTS AND CONTINGENCIES

 Registration

 The
holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed on the effective
date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the
Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at
any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders
have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our consummation
of our Initial Business Combination.

 Underwriting
Agreement

 The
Company granted the underwriters a 45-day option from the date of its prospectus to purchase up to 1,500,000 additional Units to cover
over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On September 23, 2021,
the underwriters exercised the over-allotment option in full and purchased an additional 1,500,000 Units (the "Over-Allotment Units"),
generating gross proceeds of $ 15,000,000 on September 27, 2021.

 The
underwriters received a cash underwriting discount of $ 0.20 per Unit, or $ 2,300,000 in the aggregate, and were paid offering expenses
of $ 100,000 upon the closing of the Initial Public Offering including the overallotment.

 Finder's
Fee Agreement

 On
July 12, 2022, the Company entered into a finder's fee agreement with a third-party finder ("Finder"), payable only
upon the successful consummation of an Initial Business Combination with a merger target company identified and introduced by the Finder
and acknowledged by the Company in writing during the retention period, which shall be one year after origination and will continue for
one year after such period, unless terminated earlier. For purposes of the agreement, the finder's fee shall be calculated as 1%
of the sum of any cash and noncash consideration actually delivered and paid in connection with an Initial Business Combination.

 F- 19

 Agent
Agreement

 On
July 19, 2022, the Company entered an agent agreement with a FINRA registered broker-dealer ("Agent"), by which the Company
engaged the Agent as its non-exclusive agent to use commercially reasonable efforts to refer the Company to potential target companies
for an Initial Business Combination. If the Company completes a transaction with any such target company referred to by the Agent within
18 months after such referral, the Agent shall be paid a success fee based upon the transaction value, which shall become due and payable
concurrently with the Initial Business Combination.

 Chardan
Capital Markets, LLC M&A / Capital Markets Advisory Agreement

 On
July 23, 2022, the Company entered a M&A/Capital Markets Advisory Agreement ("M&A Agreement") with Chardan Capital
Markets, LLC ("Chardan"), by which Chardan shall assist and advise the Company in completing an Initial Business Combination.
In the event an Initial Business Combination is consummated during the term of the M&A Agreement, the Company shall pay to Chardan
at the closing of the Initial Business Combination a fee (the "M&A Fee") as described below. If the M&A Fee is to
be based on the "Aggregate Value" of an Initial Business Combination, such term means, without duplication, an amount equal
to the sum of the aggregate value of any securities issued, promissory notes delivered by the Company to a target company in connection
with an Initial Business Combination, and any other cash and non-cash consideration (using such values as set forth in such Initial Business
Combination's definitive agreement) delivered and paid in connection with an Initial Business Combination, and the amount of all
debt and debt-like instruments of the target company immediately prior to closing that (a) are assumed or acquired by the Company or
(b) retired or defeased in connection with such Business Combination less any amounts of a financing relating to such Initial Business
Combination (a "Financing") that are the basis of a Financing Fee (as defined below). Even if an Initial Business Combination
is not consummated prior to the expiration or termination of the M&A Agreement, Chardan shall be entitled to the full M&A Fee
with respect to any transaction consummated involving a party introduced to the Company by Chardan (an "Introduced Party")
that occurs within 18 months of the expiration or termination of the M&A Agreement or within 12 months of the expiration or termination
of the M&A Agreement for any party not deemed an Introduced Party.

 In
the event an Initial Business Combination is consummated involving a party other than an Introduced Party, the Company will pay to Chardan
an M&A Fee equal to the greater of $ 800,000 or 1 % of the Aggregate Value of the Initial Business Combination, paid at the close of
the Initial Business Combination. In the event an Initial Business Combination is consummated with an Introduced Party as business combination
target, the Company shall pay to Chardan an aggregate M&A Fee based on the Aggregate Value of the Initial Business Combination according
to the following schedule:

 3%
 of the first $ 100 million Aggregate Value;

 2%
 of the Aggregate Value greater than $ 100 million but less than $ 200 million;

 1%
 of the Aggregate Value greater than $ 200 million.

 The
M&A Fee will be paid either in cash out of the flow of funds from the Trust Account or in registered and free trading securities
of the Company, as the parties may agree.

 The
Company will pay a cash fee equal to 5 % of the aggregate sales price of securities sold in the financing to introduced parties and a
cash fee equal to 1 % of the aggregate sales price of public or private securities sold in a financing transaction to investors other
than introduced parties (collectively, the "Financing Fee"). If such sale of securities occurs through multiple closings,
then a pro rata portion of such fee shall be paid upon each closing. The Financing Fee will be paid in cash from the flow of funds from
the Financing.

 The
Company will pay Chardan up to $ 150,000 in aggregate for reimbursable out of pocket expenses.

 As
of December 31, 2023 and 2022, the Company recorded deferred underwriting commissions of $ 4,025,000 payable to Chardan only upon completion
of its Initial Business Combination.

 F- 20

 NOTE
6 – COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

 The
Company's Common Stock features certain redemption rights that are considered to be outside of the Company's control and
subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption
value as temporary equity, outside of the stockholders' equity section of the Company's balance sheet.

 The
following is a reconciliation of the Company's Common Stock subject to possible redemption as of December 31, 2023 and 2022.

 SCHEDULE
OF COMMON STOCK REDEMPTION

 Common Shares
 Subject to Possible Redemption

 Balance, December 31, 2021

 116,150,000

 Remeasurement of common stock subject to possible redemption

 1,422,276

 Redemption of common stock

 ( 98,000,714
)

 Balance, December 31, 2022

 $

 Deposits to Trust Account

 1,070,000

 Remeasurement of common stock subject to possible redemption

 755,103

 Taxes withdrawn from Trust Account

 ( 898,940
)

 Redemption of common stock

 ( 8,044,313
)

 Balance, December 31, 2023

 NOTE
7 – STOCKHOLDERS' DEFICIT

 Common
Stock

 The
Company's Certificate of Incorporation authorizes the issuance of 100,000,000 shares of Common Stock, par value $ 0.0001, and 1,000,000
shares of undesignated preferred stock, par value $ 0.0001.

 In
March 2021, the Company issued 2,875,000 Founder Shares at a price of approximately $ 0.01 per share for total cash of $ 25,000. There
are no shares of preferred stock outstanding as of December 31, 2023 and 2022.

 The
registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective
on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists
of one share of Common Stock of the Company, $ 0.0001 par value per share, one redeemable warrant, with each Public Warrant entitling
the holder thereof to purchase one-half (1/2) of one share of Common Stock at an exercise price of $ 11.50 per whole share, subject to
adjustment, and one Right, with each Right entitling the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock
upon the consummation by the Company of an Initial Business Combination. Each Right may be traded separately. If the Company is unable
to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account,
holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless.

 Public
Warrants

 Each
redeemable warrant entitles the registered holder to purchase one half of one share of Common Stock at a price of $ 11.50 per full share,
subject to adjustment as discussed below, at any time commencing on the later of the completion of an Initial Business Combination and
12 months from the closing of the Initial Public Offering. No warrants will be exercisable for cash unless the Company has an effective
and current registration statement covering the shares of Common Stock issuable upon exercise of the warrants and a current prospectus
relating to such shares of Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Common Stock
issuable upon exercise of the warrants is not effective within 90 days from the consummation of the Initial Business Combination, warrant
holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain
an effective registration statement, exercise warrants on a cashless basis. The warrants will expire five years from the consummation
of an Initial Business Combination.

 F- 21

 The
Company may call the outstanding warrants for redemption (excluding the Private Placement Warrants and warrants that may be issued upon
conversion of working capital loans), in whole and not in part, at a price of $ 0.01 per warrant:

 at
 any time while the warrants are exercisable;

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

 if,
 and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ 16.50 per share (as adjusted for stock
 splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-day trading period ending on
 the third business day prior to the notice of redemption to warrant holders (the "Force-Call Provision"), and

 if,
 and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants
 at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the
 date of redemption.

 The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and
after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder's
warrant upon surrender of such warrant.

 The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.

 If
the Company calls the warrants for redemption as described above, management of the Company will have the option to require all holders
that wish to exercise warrants to do so on a "cashless basis."

 In
addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection
with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.50 per share of Common
Stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors), (y)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for funding the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock
during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination
(such price, the "Market Value") is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be
equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company's right to redeem the
Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value.

 The
Private Placement Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their
affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the Units being offered
in the Initial Public Offering.

 F- 22

 NOTE
8 – INCOME TAXES

 The
income tax provision for the years ended December 31, 2023 and 2022 was as follows:

 SCHEDULE
OF INCOME TAX

 2023

 2022

 December 31,

 2023

 2022

 Current:

 U.S. federal

 $
 131,500

 $
 241,000

 State and local

 73,000

 Current
 total

 132,000

 314,000

 Deferred:

 U.S. federal

 ( 257,000
)

 ( 222,850
)

 State and local

 -

 ( 67,100
)

 Deferred total

 ( 257,000
)

 ( 289,950
)

 Change in valuation allowance

 257,000

 289,950

 Provision for income taxes

 $
 132,000

 $
 314,000

 A
reconciliation of the federal income tax rates to the Company's effective tax rates for the years ended December 31, 2023 and 2022
consist of the following:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2023

 2022

 U.S. federal statutory rate

 21.0
 %

 21.0
 %

 Effects of:

 State taxes, net of federal benefit

 0.0
 %

 6.3
 %

 Change in state rate

 ( 6.3
)%

 0.00
 %

 Change in valuation allowance

 ( 1.7
)%

 338.1
 %

 Effective rate

 13.0
 %

 359.1
 %

 Significant
components of the Company's deferred tax assets as of December 31, 2023 and 2022 are summarized below.

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Deferred tax asset:

 Net operating losses

 $
 -

 $
 -

 Organization costs/startup costs

 633,000

 376,000

 Total deferred tax asset

 633,000

 376,000

 Less valuation allowance

 ( 633,000
)

 ( 376,000
)

 Net deferred income tax liability

 $
 -

 $
 -

 The
Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making
such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable
temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed
the need for a valuation allowance of $ 633,000 and $ 376,000 was required as of December 31, 2023 and 2022, as the Company determined
it is more likely than not the deferred tax assets will not be realized. Our net deferred tax asset and valuation allowance increased
to $ 257,000 and $ 289,950 for the years ended December 31, 2023 and 2022, respectively. The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

 The
Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will
recognize interest and penalties related to any uncertain tax positions through its income tax expense.

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

 NOTE
9 – SUBSEQUENT EVENTS

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

 Promissory
Note Drawdowns

 In
connection with the approval of the November 2023 Extension Amendment on November 30, 2023,
and the issuance of the Third Extension Note, on January 17, 2024, the Company effected
the second drawdown of $ 55,000 under the Third Extension Note and caused the Sponsor to deposit such sum into the Trust Account in connection
with the extension of the Termination Date from January 17, 2024, to February 17, 2024. On February 14, 2024, the Company effected the
third drawdown of $ 55,000 under the Third Extension Note and caused our Sponsor to deposit such sum into the Trust Account in connection
with the extension of the Termination Date from February 17, 2024, to March 17, 2024. On March 15, 2024, the Company effected the fourth
drawdown of $ 55,000 under the Third Extension Note and caused our Sponsor to deposit such sum into the Trust Account in connection with
the extension of the Termination Date from March 17, 2024, to April 17, 2024. Through the
date of this report, we have effected drawdowns of $ 1,360,000 under the Extension Notes and caused such sums to be deposited into the
Trust Account in connection with the extension of the Termination Date from December 17, 2022 to April 17, 2024. Such amounts will be
distributed either to: (i) all of the holders of Public Shares upon our liquidation or (ii) holders of Public Shares who elect to have
their shares redeemed in connection with (a) the vote to approve an extension amendment or (b) the consummation of an Initial Business
Combination.

 On April 12, 2024, the Company made a drawdown of $ 192,200 on the October 2023 Promissory Note to replenish the Company's operating account for funds to be used for
tax obligations previously withdrawn from the Trust Account and inadvertently used for payments of general operating expenses.

 Trust Extension

 On April 12, 2024, the Company announced the extension of the Termination Date from April 17, 2024 to May 17, 2024.

 F- 23