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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 001-41304

 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 Orinda Way, Suite 100D

 Orinda,
 California

 94563

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (415) 340-0222

 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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant

 VMCAU

 The
 Nasdaq Stock Market LLC

 Class
 A ordinary shares, par value $0.0001 per share

 VMCA

 The
 Nasdaq Stock Market LLC

 Redeemable
 warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

 VMCAW

 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. (Check one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

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

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

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of June 30, 2023, the last
business day of the Company's most recently completed second fiscal quarter was $ 66,516,789.78 based on the closing sales price
of the Company's Class A ordinary shares on such date, as reported on The Nasdaq Global Market.

 As
of March 28, 2024 the Registrant had 6,210,718 of its Class A ordinary shares, $0.0001 par value per share, and 5,502,490 of its Class
B ordinary shares, $0.0001 par value per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 ITEM 1. BUSINESS.

 ITEM 1A. RISK FACTORS.

 ITEM IB. UNRESOLVED STAFF COMMENTS.

 ITEM 1C. CYBERSECURITY.

 ITEM 2. PROPERTIES.

 ITEM 3. LEGAL PROCEEDINGS.

 ITEM 4. MINE SAFETY DISCLOSURES.

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

 ITEM 6. [RESERVED].

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

 ITEM 9A. CONTROLS AND PROCEDURES.

 ITEM 9B. OTHER INFORMATION.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 ITEM 11. EXECUTIVE COMPENSATION.

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

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

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS and risk factor summary

 Certain
statements in this Annual Report on Form 10-K (this "Annual Report") may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking
statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions
or strategies regarding the future. 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,"
"should," "would" and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

 our
 ability to select an appropriate target business or businesses;

 our
 ability to complete our initial Business Combination;

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

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

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

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

 our
 pool of prospective target businesses;

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

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

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

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

 our
 financial performance.

 The
forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading " Risk Factors "
in this Annual Report. 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

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

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

 Our
 Public Shareholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete
 our initial Business Combination even though a majority of our Public Shareholders do not support such a combination.

 Your
 only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of
 your right to redeem your shares from us for cash, unless we seek shareholder approval of the Business Combination.

 If we seek shareholder approval of our initial Business Combination, our
initial shareholders, officers and directors have agreed to vote in favor of such initial Business Combination, regardless of how our
Public Shareholders vote. In addition, our initial shareholders hold substantial interest in us and, as a result, may exert a substantial
influence on actions requiring shareholder vote, potentially in a manner that you do not support.

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

 The
 ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to
 complete the most desirable Business Combination or optimize our capital structure.

 The
 requirement that we complete our initial Business Combination within the prescribed time frame under our amended and restated memorandum
 and articles of association may give potential target businesses leverage over us in negotiating a Business Combination and may decrease
 our ability to conduct due diligence on potential Business Combination targets as we approach our dissolution deadline, which could
 undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders.

 We
 may not be able to complete our initial Business Combination within the prescribed time frame and/or we may not elect to further
 extend our Combination Period, in which case we would cease all operations except for the purpose of winding up and we would redeem
 our Public Shares and liquidate, in which case our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately $11.17 per share, or less than
 such amount in certain circumstances, and there will be no liquidating distributions with respect to our warrants.

 Our
 search for a Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be
 materially adversely affected by the geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation
 of the Israel-Hamas conflict.

 If we seek shareholder approval of our initial Business Combination, our
Sponsor, directors and officers and their affiliates may elect to purchase Public Shares or Public Warrants from shareholders, which may
reduce the public "float" of the Class A ordinary shares and Public Warrants.

 If
 a shareholder fails to receive notice of our offer to redeem its Public Shares in connection with our initial Business Combination,
 or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

 You
 will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your
 investment, therefore, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

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

 You
 will not be entitled to protections normally afforded to investors of many other blank check companies.

 Because of our limited resources and the significant competition for Business
Combination opportunities due to the number of special purpose acquisition companies evaluating targets increasing, it may increase the
cost of our initial Business Combination or could even result in our inability to consummate our initial Business Combination. If we are
unable to complete our initial Business Combination within the Combination Period under our amended and restated memorandum and articles
of association, our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately $11.17 per share,
or less in certain circumstances, in connection with the liquidation of our Trust Account, and there will be no liquidating distributions
with respect to our warrants.

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

 We
 may reincorporate in another jurisdiction in connection with our initial Business Combination and such reincorporation may result
 in taxes imposed on shareholders.

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

 We have no operating history and are subject to a mandatory liquidation
and subsequent dissolution requirement if we do not complete our initial Business Combination by the Combination Period. As such, there
is a risk that we will be unable to continue as a going concern if liquidity needs arise or if we do not consummate an initial Business
Combination by the applicable deadline. If we are unable to effect our initial Business Combination by the deadline, we will be forced
to liquidate.

 PART
I

 References
in this Annual Report to "we," "us" or the "Company" refer to Valuence Merger Corp. I.
References to our "management" or our "management team" refer to our officers and directors, and references
to the "Sponsor" refer to VMCA Sponsor, LLC, a Cayman Islands limited liability company. References to our
"initial shareholders" refer to the holders of founder shares.

 ITEM
1. BUSINESS.

 Introduction

 The
Company is a blank check company incorporated as a Cayman Islands exempted company on August 27, 2021. The Company was incorporated for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses or entities (a "Business Combination").

 The
Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. However, the Company intends
to concentrate its efforts in identifying a potential Business Combination target that is based in Asia (excluding China, Hong Kong
and Macau) and who is developing breakthrough technology in life sciences and/or advancing a platform for sustainable technology. The
Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.

 As
of December 31, 2023, the Company had not commenced any operations. All activity for the period from August 27, 2021 (inception) through
December 31, 2023 relates to the Company's formation, the initial public offering ("Initial Public Offering" or "IPO"),
and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, which is described below. The
Company will not generate any operating revenues until after the completion of a 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 for the Company's Initial Public Offering
was declared effective on February 28, 2022. On March 3, 2022, the Company consummated the Initial Public Offering of 20,000,000 units
(the "Units" and, with respect to the Class A ordinary shares included in the Units, the "Public Shares"). Each
Unit consists of one of the Company's Class A ordinary shares, par value $0.001 per share (the "Class A ordinary shares")
and one-half of one redeemable warrant (the "Public Warrants"), with each Public Warrant entitling the holder thereof to purchase
one Class A ordinary share for an initial exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds of $200,000,000.

with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,666,667 warrants (the "Private Placement Warrants") at a price of $1.50 per Private Placement Warrant
in a private placement, consisting of 2,666,667 Private Placement Warrants sold to the
Sponsor and 4,000,000 Private Placement Warrants sold to Valuence Partners LP, an investment fund affiliated with our
Sponsor, generating gross proceeds of $10,000,000.

 Following
the closing of the Initial Public Offering on March 3, 2022, an amount of $206,000,000 ($10.30 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account
(the "Trust Account"), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less,
or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the
Investment Company Act of 1940, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination
or (ii) the distribution of the funds in the Trust Account to the Company's shareholders, as described below. As further
described below, on March 1, 2024, pursuant to the IMTA Amendment (as defined below), the Company instructed Continental Stock
Transfer and Trust Company to hold the Trust Account an interest-bearing bank deposit account. As a result, the remaining proceeds from the IPO and sale of Private Placement Warrants are no longer invested in
U.S. government securities or money market funds.

 On
March 8, 2022, the underwriters partially exercised their over-allotment option, resulting in an additional 2,009,963 Units issued for
an aggregate amount of $20,099,630. In connection with the underwriters' partial exercise of their over-allotment option, the Company
also consummated the sale of an additional 267,995 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total
proceeds of $401,993. A total of $20,702,619 ($10.30 per Unit) was deposited into the Trust Account, bringing the aggregate proceeds
held in the Trust Account to $226,702,619.

 Transaction
costs amounted to $10,718,994, consisting of $4,000,000 of underwriting fees, net of $2,200,996 reimbursed from the underwriters, $8,105,480
of deferred underwriting fees and $814,510 of other offering costs.

 Prior to the consummation of the Initial Public Offering, on October 4,
2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 Class B ordinary shares,
par value $0.0001 per share (the "Class B ordinary shares" or the "founder shares"). The founder shares included
an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters' over-allotment
option was exercised, so that the number of founder shares would equal, on an as-converted basis, approximately 20% of the Company's
issued and outstanding ordinary shares after the Initial Public Offering (assuming each of the Sponsor and Valuence Partners LP did not
purchase any Public Shares in the Initial Public Offering). Simultaneously with the closing of the Initial Public Offering, the Sponsor
transferred 1,200,000 founder shares to Valuence Partners LP, an investment fund affiliated with the Sponsor. As a result of the underwriters'
election to partially exercise their over-allotment option 247,510 Class B ordinary shares were forfeited, resulting in the Sponsor and
Valuence Partners LP holding an aggregate of 5,502,490 founder shares.

 The
Company will provide the holders of the Public Shares (the "Public Shareholders") with the opportunity to redeem all or
a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The
Public Shareholders will be entitled to redeem their Public Shares, for a per share redemption price payable in cash equal to the
aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business
Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding
Public Shares. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be
reduced by the deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon
the completion of a Business Combination with respect to the Company's warrants.

 On
May 25, 2023, the Company held an extraordinary general meeting of shareholders (the "EGM"), where shareholders
approved, among other things, an amendment to the Company's memorandum and articles of association to extend the date by which
the Company must consummate a Business Combination from June 3, 2023 (the "Initial Combination Period") to September 3,
2023 (the "Extended Date") and to allow the Company, without another shareholder vote, by resolution of the Board of
Directors of the Company (the "Board of Directors"), to elect to further extend the Extended Date in one-month
increments up to eighteen (18) additional times, or a total of up to thirty-six (36) months (each, an "Additional Extended
Date") after the IPO, until up to March 3, 2025 (the "Combination Period"). The
Company's shareholders also approved a proposal to amend the Company's memorandum and articles of association to
eliminate (i) the limitation that the Company may not redeem Public Shares in an amount that would cause the Company's net
tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a Business Combination
unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net
tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination. The
Company's shareholders also approved a proposal to provide for the right of a holder of the Company's Class B ordinary
shares to convert such shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the
closing of a Business Combination at the election of the holder.

 In
connection with the approval of an amendment to the Company's memorandum and articles of association to extend the Initial
Business Combination Period, the Sponsor or its designees is required deposit into the Trust Account as a loan (a
"Contribution" and the Sponsor or its designee making such Contribution, a "Contributor"), with respect to
the initial extension to the Extended Date, $420,000, and with respect to each subsequent extension to an Additional Extended Date,
one business day following the public announcement by the Company disclosing that the Board of Directors has determined to extend
the date by which the Company must consummate a Business Combination for an additional month, with respect to the extension to each
such Additional Extended Date, an amount equal to $140,000 in accordance with the Combination Period (each date on which a
Contribution is to be deposited into the Trust Account, a "Contribution Date"). The maximum aggregate amount of
Contributions will be $2,940,000. The Contributions were evidenced by the Sponsor Convertible Promissory Note (as defined below) and
VP Convertible Promissory Note (as defined below) to the Contributors (together the "Contribution Notes") and will be
repayable by the Company upon the earlier of (i) the consummation of a Business Combination and (ii) the date of the liquidation of
the Company. Such loans may be converted into warrants of the post-Business Combination entity,
which shall have terms identical to the Private Placement Warrants, at the option of the Contributors. If the Company does not
consummate a Business Combination by the Combination Period, the Contribution Notes will be repaid only from funds held outside
of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

 As of the date of this Annual Report, the Company, with the approval by
the Board of Directors, extended the Initial Combination Period to April 3, 2024 and caused to be deposited an additional $980,000 into
our Trust Account.

 On
June 5, 2023, the Company issued a promissory note (the "Sponsor Convertible Promissory Note") in the principal amount of
up to $613,207 to the Sponsor for working capital requirements and payment of certain expenses in connection the Company's Business
Combination. The Sponsor Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the Business
Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Sponsor Convertible
Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each
exercisable for one Class A Share of the Company (the "Conversion Warrants"), equal to (x) the portion of the principal amount
of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. As of December 31, 2023, $613,207 is outstanding under the Sponsor Convertible Promissory
Note.

 Also
on June 5, 2023, the Company issued an unsecured convertible promissory note to Valuence Partners LP, an affiliate of the Sponsor
(the "VP Convertible Promissory Note"), pursuant to which the Company may borrow up to an aggregate maximum amount of
$1,650,943. The VP Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the Business
Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the VP
Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal balance into that
number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the principal amount of the
VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The
aggregate amount convertible into Conversion Warrants pursuant to the Sponsor Convertible Promissory Note and the VP Convertible
Promissory Note shall not exceed $1,500,000. As of December 31, 2023, $1,650,941 has been borrowed against VP Convertible Promissory
Note.

 On
June 14, 2023, the Staff of the Listing Qualifications Department of The Nasdaq Stock Market, LLC ("Nasdaq") notified
the Company that the Company was not in compliance with Nasdaq's minimum $1,000,000 aggregate market value of warrants
requirement set forth in Listing Rule 5452(b)(C). Based on Nasdaq's further review and materials submitted by the Company to
Nasdaq on July 19, 2023 and August 23, 2023, Nasdaq granted the Company an extension to December 11, 2023 to regain compliance with
Listing Rule 5452(b)(C). For more information, see " Item 1A. Risk Factors – Nasdaq may delist our securities from
trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to
additional trading restrictions " elsewhere in this Annual Report.

 On March 1, 2024, the
Company entered into amendment no. 1 (the "IMTA Amendment") to the Investment Management Trust Agreement (the
"IMTA") with Continental Stock Transfer & Trust Company, as trustee. Pursuant to the IMTA Amendment, Section 1(c) of
the IMTA was amended to provide that the trustee may, at the direction of the Company (i) hold funds uninvested, (ii) hold funds in
an interest-bearing or non-interest bearing bank demand deposit account at a U.S. chartered commercial bank with consolidated assets
of $100 billion or more selected by the trustee that is reasonably satisfactory to the Company, or (iii) invest and reinvest the
Property (as defined in the IMTA) in solely United States government securities within the meaning of Section 2(a)(16) of the
Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1),
(d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in
direct U.S. government treasury obligations, as determined by the Company. On the same day, pursuant to the IMTA Amendment, the
Company instructed Continental Stock Transfer and Trust Company to hold the Trust Account in an interest-bearing bank deposit
account. As a result, the remaining proceeds from the IPO and sale of Private Placement Warrants are no longer invested in
U.S. government securities or money market funds.

 Management
Team

 Our
management team is led by Sung Yoon Woo, Chief Executive Officer and Director; Sungwoo (Andrew) Hyung, Chief Financial Officer and Director;
Sungsik (Sung) Lee, President; and Dr. Gene Young Cho, Chief Operating Officer.

 Sung
Yoon Woo, Chief Executive Officer and Director, is an investor with a track record and experience in strategic acquisitions, corporate
divestitures, recapitalizations, and growth equity. Mr. Woo is the Founder and CEO of Credian Partners, a private equity firm based in
South Korea. During his nearly 20 year investment career, Mr. Woo has led over $4 billion in transactions and invested over $3 billion.
Prior to founding Credian Partners, Mr. Woo was at Russell Investments, where he advised the National Pension Service of Korea, the third-largest
pension fund in the world by total assets, the Bank of Korea, and Korea Investment Corporation, a sovereign wealth fund, among other
clients on their global portfolio. Prior to Russell Investments, Mr. Woo was a team head of the private equity arm of Mirae Asset Global
Investments, one of the largest asset management funds in South Korea, where he led various domestic and cross-border transactions. While
at Mirae Asset Financial Group ("Mirae Asset"), Mr. Woo led the acquisition of Acushnet Company, the parent company of Titleist
and FootJoy, for $1.2 billion, representing an internal rate of return of approximately 12.5%. Not only has this transaction won awards
in South Korea, but it is also notable as a key transaction that helped pave the way for the proliferation of private equity transactions
in the country. Prior to Mirae Asset, Mr. Woo was in the investment banking department of KB Kookmin Bank, the largest retail bank in
Korea, where he led multiple transactions with large Korean conglomerates. Mr. Woo received his LL.B. from Yonsei University where he
was awarded the Buphyun Scholarship and M.B.A. from Cornell University.

(Andrew) Hyung, Chief Financial Officer and Director, has significant experience sourcing, structuring, and executing complex transactions
across the sustainability and technology value chain. Most recently, Mr. Hyung was at Nomura Greentech, a sustainable technology and
infrastructure investment bank, responsible for executing multiple M&A transactions and origination efforts within the energy transition
and clean technology sectors. He executed multiple de-SPAC transactions and was part of the SPAC coverage team that was responsible for
completing more than ten sustainability-related SPAC business combinations and de-SPAC transactions. Prior to Nomura Greentech, Mr. Hyung
was at Deutsche Bank, where he focused on origination and execution of M&A, debt and equity financing across the technology, media,
and telecommunications sectors. Mr. Hyung received his B.A. from University of Toronto and M.B.A. from Cornell University.

 Sungsik
(Sung) Lee, President, brings extensive experience in investment banking, venture capital, and corporate development, with a proven track
record of sourcing and executing M&A, strategic investment, and financing transactions. Most recently, Mr. Lee led cross-border M&A
and strategic investments across the broad sustainability-focused areas at the Global Development Group of SK Group, the third-largest
conglomerate in Korea with more than 100 affiliates over diverse sectors including energy, ICT, and life sciences. Prior to SK, Mr. Lee
was at SunTrust Robinson Humphrey, where he advised many publicly traded industrial companies on M&A and capital market transactions.
Before joining SunTrust, Mr. Lee was at Progress Partners, a media and technology-focused investment banking firm, where he executed
M&A and financing projects for early-to-mid-stage clients and managed three investment funds at Progress Ventures, its affiliated
venture capital arm. Mr. Lee received his B.A. from Hanyang University and M.B.A. from Cornell University.

 Dr.
Gene Young Cho, Chief Operating Officer, brings leadership and experience in business operations and life sciences. Currently, Dr. Cho
is the Executive Director of CG Pharmaceuticals, Inc., the U.S. subsidiary of CrystalGenomics. In this role, Dr. Cho is focused on developing
growth strategies as well as providing strategic planning and management of the operations and expansion of CG Pharmaceuticals. Additionally,
Dr. Cho supports U.S. clinical trial management. Previously, Dr. Cho worked as a life sciences consultant at L.E.K. Consulting, working
with clients in biopharmaceuticals, contract services, medical devices, healthcare services, HCIT, digital health, and AI. Some of his
specific experiences include working on large-scale M&A transactions of leading biopharmaceuticals or healthcare service companies,
supporting target identification for acquisition, implementing pipeline development strategies, and optimizing governance structures
of fast-growing biotech companies. He also brings strong experience in the Asian markets through his professional network focused around
supporting emerging technologies and startups. Dr. Cho received his B.S. in bioengineering at U.C. Berkeley and Ph. D. from the NYU School
of Medicine in biomedical imaging; he also completed his post-doctorate at Memorial Sloan Kettering focusing on breast cancer imaging.
Dr. Cho is also the author of over 10 publications in journals and several conference abstracts during his time as a researcher.

 With
respect to the above, past experience or performance of our management team and the businesses with which they have been associated is
not a guarantee of either (i) our ability to successfully identify and consummate a Business Combination 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 the businesses
with which they have been associated as indicative of our future performance. No member of our management team has any experience in
operating special purpose acquisition companies.

 Business
Strategy

 Our
business strategy is to identify, acquire, and maximize the value of a target operating in Asia, excluding China, Hong Kong and Macau,
with a focus on either life sciences or sustainable technology – a target who can benefit from (i) our geographic understanding
of both Asia and North America, (ii) the financial and operational experience of our management team and the Board of Directors, (iii)
additional capital to fund its strategic objectives, and (iv) access to public securities markets.

 Our
target selection process is expected to leverage our management team's network of potential transaction sources, ranging from
owners and directors of private and public companies, private equity funds, investment bankers, lenders, attorneys, accountants, and
other trusted advisors across various sectors. Over the course of their careers, the members of our management team and Board of
Directors have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of
merger opportunities. We plan to utilize the network and industry experience of our management team and Board of Directors in
seeking an initial Business Combination and employing our strategy.

 Geographic
and Sector Focus

 Our
objective is to identify and merge with a target that is based in Asia, excluding China, Hong Kong and Macau, and who is advancing a
platform for developing breakthrough technology in life sciences and/or advancing a platform for sustainable technology. We will not
pursue or consummate our initial Business Combination with any entity with its principal business operations in China, Hong Kong or Macau.

 Opportunities
in Asia (Excluding China, Hong Kong and Macau)

 Asia
remains a largely underdeveloped market with high potential and untiring endeavor of innovation, but with limited access to global capital
today. We believe that there are enormous opportunities to bring privately held companies in Asia (excluding China, Hong Kong and Macau)
to the U.S. capital markets and accelerate the growth of the businesses, particularly in the aforementioned areas, which we aim to capture
and realize through a Business Combination. According to the International Monetary Fund, Asia accounted for 30.6% of global GDP in terms
of purchasing parity in 2000, and reached 44.6% in 2020, and according to McKinsey, as of the time of our IPO it was on track to exceed 50% by 2040. This growth
is driven by rapid technology innovation and digital transformation, infrastructure development, population growth with greater literacy,
and new consumer profiles with an ever-expanding middle-class, among others.

 Asian
businesses have risen rapidly to have global prominence over the past few decades. At the time of our IPO, the region comprised 43%
of the world's 5,000 largest companies by revenue according to McKinsey and 36% of global unicorns by valuation according to
PitchBook. However, both private and public investments have not been allocated accordingly with Asia lagging far behind their
overseas peers. As of December 31, 2020, all public companies listed on the Asian exchanges collectively constituted 34.7% of the
global market capitalization, whereas the U.S. exchanges alone represented 43.5%. In addition, despite its broader index
underperforming, public companies in emerging Asia Pacific markets ("EM") in our core sectors have outperformed that of
their peers in the global developed markets ("DM"), as evidenced by the 12-month average return of FTSE indices
exhibiting Asia Pacific EM's outperformance over Global DM for the 17 consecutive months prior to our IPO in the
Pharmaceuticals and Biotechnology sector and for the 4 consecutive months prior to the IPO in the Alternative Energy
sector.

 We believe listing an Asian (excluding China, Hong Kong and Macau) company
on a major U.S. exchange could lead to even greater performance than listing on an Asian exchange, potentially due to access to a global
investor base, brand awareness to global partners and customers, and potential opportunities for global expansion of the post-merger operations.
Most importantly, we believe that our management team and board members have the in-house capabilities and connectivity in Asia that will
enable us to engage with a target in a culturally sensitive manner, establish a trusted dialogue, cooperate throughout the de-SPAC process,
and provide continued support beyond the Business Combination. Additionally, as of the time of our IPO, we were one of three SPACs with
explicit focus on a potential target domiciled in Asia (excluding China, Hong Kong, and Macau), and we believe we are the only SPAC with
our explicit geographical and industry focus. We will not pursue or consummate our initial Business Combination with any entity with its
principal business operations in China, Hong Kong or Macau.

 In
Asia, businesses have been growing rapidly in the broad sustainable technology market including renewable energy, advanced
transportation, digital transformation, clean industrial process, new materials, and advanced healthcare, along with significant
growth in clean technology adoption. For example, South Korean entities issued an aggregate of $50.8 billion in ESG bonds in 2020,
and Japan's total sustainable investment increased to $2.9 trillion in 2020, a 32% growth since 2018. We believe the
accelerating momentum of sustainability in Asia will likely reshape the startup ecosystems, preparing many privately held companies
for the natural path to becoming a scalable, publicly traded company.

 Breakthrough
technology in life sciences

 There is an increasing focus on the importance of healthcare innovation
including the development of novel therapeutics and health technologies in many developed countries due to a growing aging population.
This was further exacerbated by the COVID-19 pandemic. Several Asian countries are experiencing significant aging populations (e.g., South
Korea, Japan, Singapore, Indonesia, and Malaysia) and have begun to address the challenges of an aging society through investments in
research and development ("R&D"), especially around healthcare and medicine. Moreover, we observed prior to our IPO that
governments such as South Korea, Japan, and Singapore are driving growth and accelerating R&D in technologies focused on pharmaceuticals,
medical devices, and AI tools to support healthcare. Overall, we believe these trends are driving the emergence of many attractive opportunities
for investment in the space.

 Within
biopharmaceuticals, the therapeutic areas of oncology, cardiology, infectious disease, immunology, and chronic disease such as obesity
and diabetes, continue to lead the market in terms of drug sales. We aim to examine these therapeutic areas as well as other areas of
high growth potential due to the significant aging population, especially in Alzheimer's and other chronic diseases (e.g., fatty
liver disease, chronic kidney disease, idiopathic pulmonary fibrosis, etc.). In oncology, we believe that there are numerous attractive
opportunities around antibody drug conjugates, novel mechanisms and targets around protein degradation, and immunotherapies including
cancer vaccines, particularly with the success of mRNA vaccines for COVID-19 validating their potential for safety and efficacy. However,
we also believe that there are other potential attractive targets in oncology - one such example includes the growing areas of development
around fatty acid synthase (FASN) inhibitors and epigenetic regulators (e.g., PRMT5, METTL3, HDACs).

 Precision
medicine is another area of continued growth with the advance of NGS testing, liquid biopsy, automation, and rapid testing as evidenced
during the COVID-19 pandemic. As "omics"-level research continues to advance, many attractive precision medicine companies
have emerged including those harnessing AI technology to better identify patients and predict outcomes across different indications,
such as cancer. Additionally, with the aging population, advancements in diagnostics (e.g., genetic screening) are providing actionable
genetic insights, enabling patients to identify potential disease risks and focus on preventative health treatments.

 In
healthcare, the rapid uptake of digital and mobile health technology was catalyzed by the COVID-19 pandemic, and we believe the adoption
of these technologies will continue to grow. Furthermore, there is a greater need to closely monitor older patients through digital health
innovations to protect them from incidents and collect valuable health data that can be used to improve care and reduce costs. There
are several attractive companies that are making advances in telehealth, wearable technology, and remote monitoring through better software,
AI technology, and optimization of treatment workflows.

 Advancing
a platform for sustainable technology

 The 2021 Intergovernmental Panel on Climate Change (IPCC) report on the
scientific assessment of climate change, which was signed off by 195 member governments spells out the stakes we are up against and why
we have no time to waste in taking drastic steps to build a green economy. According to the IPCC report, global temperatures will increase
to 1.5 degrees Celsius above pre-industrial level climates by 2040. Staying below this critical 1.5 degrees Celsius threshold would reduce
the odds of initiating the most dangerous and irreversible effects of climate change. This alarming forecast has made it critical to focus
on ambitious mitigation to limit warming to below 1.5 degrees Celsius by 2040 through commitments from corporations and investors. Based
on the additional data gathered since the prior assessment in 2013, the report has established an 'unequivocal' link between
human activity and global warming. The report also flags changes in the ocean, ice sheets and global sea level, due to past and future
greenhouse gas emissions are "irreversible for centuries to millennia." We believe that this problem is big enough for multiple
innovations and technologies to co-exist. Decarbonizing the global economy and shifting to clean energy is not an easy task, but our management
team believes that there will be an increasing number of companies focused on technology aimed at accelerating the sustainable transition,
as well as larger funding to fight the climate crisis.

 Our
goals around sustainable technology focus on businesses that are developing and advancing a platform for clean technology,
including, but not limited to, advanced transportation, industrial Internet of Things ("IoT") and software, energy efficiency,
sustainable agriculture and materials, renewable energy, and environmental services and technologies that are poised to play a
significant role in decarbonization and sustainable transition.

 Finally,
at the intersection of life sciences and sustainable technology are areas around synthetic biology. This emerging area will continue to
pave the future of many sectors including biopharmaceutical manufacturing, agriculture/food technologies, as well as energy / renewable
fuels. Attractive opportunities exist in companies that can truly understand and harness the capabilities of cells and bioprocesses to
optimize and make efficient production processes across these sectors.

 Our
team believes that we have the right in-house capabilities, sector expertise, and connectivity to identify and consummate a potential
Business Combination in our target geography within the aforementioned sectors.

 Collaborative
Sourcing and Diligence Process

 Our
sourcing process is expected to be enhanced by our collaboration with CrystalBioSciences Co., Ltd, a South Korean venture capital firm
("CBS"), Credian Partners Inc., a private equity firm based in South Korea ("Credian"), and Quantum Leaps Corporation,
a Japan-based consulting firm ("Quantum Leaps"). We will make the best use of the unique sourcing and analytics capabilities
of CBS, Credian, and Quantum Leaps, leveraging a team of 12 professionals to support us in the identification and diligence of potential
targets for our initial Business Combination.

 CBS
and its management team has participated in 15 strategic investments, including transactions completed through its parent CrystalGenomics,
Inc., a South Korean commercial-stage biopharmaceutical company ("CrystalGenomics"), and CBS has a deep bench of professionals
that has the ability to scope promising and scalable technologies. Credian also brings extensive sourcing capabilities that has led to
a strong track record with 21.5% cumulative IRR since inception to the consummation of the IPO.

 Furthermore,
we will leverage Quantum Leaps to extend our sourcing and due diligence capabilities by working closely with them to strengthen our connectivity
within Japan and its current network.

 In
addition to our internal proprietary sourcing process, collaboration with CBS, Credian, and Quantum Leaps, our sourcing efforts are expected
to be further supported by our board members.

 Extensive
Diligence and Evaluation

 Our
selection and diligence process will be supplemented by the management team's M&A track record. After examining the quality
of a potential target's management team and conducting extensive primary research into such target's competitive differentiation,
market opportunities, product development roadmap, customer traction, sales strategy, and operating model, we expect to produce a range
of scenarios with a high level of quantitative rigor and attach strong supporting evidence for the assumptions driving each scenario.
We believe this deeper understanding of how the story is quantified into future growth and profitability is expected to help a potential target
to achieve a successful public listing, make better strategic decisions over time, and enable such target to better understand the elements
required to deliver strong shareholder returns.

 Experienced
Team and Board of Directors

 We believe our Board of Directors and management team bring diverse added
value to potential targets in growth disciplines, such as talent recruiting, international expansion, capital formation, public offering
preparation, and other topics that drive growth and expansion. We have assembled a diverse Board of Directors with our potential future
target in mind, with the expectation that such target may require us for different types of advice and assistance during our tenure as
their investor and Business Combination partner.

 For
example, when Mr. Woo, our Chief Executive Officer and Director, led the acquisition of Acushnet Company in 2011, he oversaw the formation
of the board of directors and the management team, and the post-merger integration, which led to 2x growth in the value of the company
in four years. In addition, when Credian acquired WiseUXGlobal, Mr. Woo sourced talents to strengthen its management team, including
the Chief Executive Officer, which supported WiseUXGlobal to expand distribution channels and logistics centers every year since the
acquisition in 2017.

 We
expect to remain involved in the post-merger entity and to collaborate with the target management team to strengthen the business's
compounding growth. Our proven track record of delivering tangible value to portfolio companies includes recruiting senior leadership
talent, delivering M&A support, identifying and helping to execute international expansion, and providing business intelligence.

 Our
Investment Criteria

 We believe our aforementioned geography and target sectors will thrive regardless
of the business cycle. Within these sectors, we intend to focus on late stage, public market ready companies that have the potential to
scale globally in the near-term. We have identified the following attributes and guidelines to evaluate prospective targets. We may decide,
however, to enter into our initial Business Combination with one or more target businesses that do not meet these criteria and guidelines,
including the geographical location. We intend to pursue an initial Business Combination with companies whose principal business operations
are based in Asia (excluding China, Hong Kong and Macau) and have the following characteristics:

 Differentiated
 Technology: We favor businesses that have a clear comparative advantage and deep competitive moats. Often innovation results
 in category creation or exposing consumer demand or use cases that were previously unrecognized. In other cases, technology and process
 improvements can lead to better, faster, more efficient, or more powerful results. The ability to continuously innovate is key to
 successful product development, growth, profitability, and continual extension of the competitive moat.

 Large
 and Attractive Addressable Market: Large and growing addressable markets, ideally in segments which have growth and profitability
 dynamics that are not limited to specific geography, are most attractive to us. We favor businesses which already have a strong position
 in at least one initial geography or market segment with a clear expansion path for the global market.

 Scalable
 and Sustainable Growth: We view long term growth potential as an essential component of value creation. We prefer category
 leaders with proven business models, an established or near-term leadership position, a strong value proposition, and the proven
 ability to consistently execute strategic objectives to drive accelerated growth and achieve even more significant degrees of scale.

 Path
 to Near-term Profitability: We believe capital efficient growth, attractive margin structure, and a path to sustainable profitability
 and positive cash flow are the fundamental drivers of long-term investment returns. We place a great deal of emphasis on disciplined
 cost structure as a precursor to a profitable business model at scale.

 Experienced
 Team: We believe strong management teams with strong board governance and controls are critical to long-term success. We
 expect to partner with a strong leadership team capable of scaling its business globally, achieving sustainable profitability, maintaining
 a dynamic, inclusive and diverse culture, and adapting to new opportunities and challenges over time.

 Attractive
 Valuation: We expect to acquire a business with an aggregate enterprise value between $200 million and $1 billion, determined
 at the discretion of our management and directors.

 Clear
 Benefit as a Public Company: We intend to acquire one or more businesses expected to benefit from being publicly traded and
 can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.
 These benefits may include increased brand awareness, access to capital markets, and the ability to attract a diverse investor base.

 Path
 to Near-term Profitability: We believe capital efficient growth, attractive margin structure, and a path to sustainable profitability
 and positive cash flow are the fundamental drivers of long-term investment returns: We place a great deal of emphasis on disciplined
 cost structure as a precursor to a profitable business model at scale.

 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
on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial
Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business
does not meet the above criteria in our shareholder communications related to our initial Business Combination, which, as discussed in
this Annual Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

 Investors should note with respect to the foregoing examples that past performance
of our Sponsor, management team and board members is not a guarantee either (i) of success with respect to any Business Combination we
may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination. You should not rely
on the historical record of our affiliates of our Sponsor's, management's or Board of Director's performance as indicative
of our future performance.

 Initial
Business Combination

 Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the
value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of our
signing a definitive agreement in connection with our initial Business Combination. We refer to this as the 80% of net assets test.
If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will
obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions
for the type of company we are seeking to acquire or an independent accounting firm. Additionally, pursuant to Nasdaq rules, any
initial Business Combination must be approved by a majority of our independent directors. Our amended and restated memorandum and
articles of association also provides that any initial Business Combination must be approved by at least 75% of our Board of
Directors. We will have until up to March 3, 2025, the end of the Combination Period, to consummate an initial Business Combination
or a total of up to thirty-six (36) months after the IPO; provided that we cause to be deposited the Contribution in connection with
each Additional Extended Date.

 We anticipate structuring our initial Business Combination so that the post-transaction
company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business
or businesses. We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less
than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
or for other reasons. However, we will only complete such Business Combination if the post-transaction company owns or acquires 50% or
more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not
to be required to register as an investment company under the Investment Company Act.

 Even if the post-transaction company owns or acquires 50% or more of the
voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post-transaction
company, depending on valuations ascribed to the target and us in the Business Combination transaction. For example, we could pursue a
transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial Business Combination could own less than a majority
of our outstanding shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned
or acquired is what will be valued for purposes of the 80% of net assets test. If our initial Business Combination involves more than
one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We do not intend
to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination. If our securities are de-listed from Nasdaq prior to our initial Business Combination, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement
even if our securities are not listed on Nasdaq at the time of our initial Business Combination.

 Emerging
Growth Company; Smaller Reporting Company

 We
are an "emerging growth company," as defined in the JOBS Act. Emerging growth companies may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act. Additionally, emerging growth
companies are not required to comply with new or revised financial accounting standards until private companies are required to comply.
This may make comparability of our financial statements with other public companies impossible. We will remain an emerging growth company
until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which
we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means
the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date
on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 Additionally,
we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed
fiscal year and no public float or the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior
June 30.

Position

 As of December
31, 2023, we had funds available for a Business Combination in the amount of $69,402,338, following the redemptions in connection
with the extension of the date by which the Company must consummate a Business Combination and 4 months of Contributions, and before
payment of $8,105,480 of deferred underwriting fees and other fees and expenses associated with our initial Business Combination. Accordingly, we
may be able to complete our initial Business Combination using our cash, or we may use our debt or equity securities, or a
combination of the foregoing. We have the flexibility to use the most efficient combination that will allow us to tailor the
consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third
party financing and there can be no assurance it will be available to us.

 Effecting
Our Initial Business Combination

 General

 We are not presently engaged in, and we will not engage in, any operations
prior to the completion of our initial Business Combination. We intend to effectuate our initial Business Combination using cash from
the proceeds of our Initial Public Offering and the Private Placement Warrants, our shares, debt or a combination of these as the consideration
to be paid in our initial Business Combination.

 If we pay for our initial Business Combination using equity or debt securities,
or we do not use all of the funds released from the Trust Account for payment of the purchase price in connection with our Business Combination
or for redemptions or purchases of our ordinary shares, we may apply the balance of the cash released to us from the Trust Account for
general corporate purposes of the post-combination company, including for maintenance or expansion of operations of acquired businesses,
the payment of principal or interest due on indebtedness incurred in consummating our initial Business Combination, to fund the purchase
of other companies, or for working capital.

 We
have not identified any acquisition target. Accordingly, there is no current basis for investors to evaluate the possible merits or risks
of the target business with which we may ultimately complete our initial Business Combination. Although our management will assess the
risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our
identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that
we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

 We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
Business Combination and we may effectuate an initial Business Combination using the proceeds of such offering rather than using the
amounts held in the Trust Account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously
with the consummation of our Business Combination. In the case of an initial Business Combination funded with assets other than the Trust
Account assets, our tender offer documents or proxy materials disclosing the Business Combination would disclose the terms of the financing
and, only if required by applicable law or Nasdaq, we would seek shareholder approval of such financing. There are no prohibitions on
our ability to raise funds privately or through loans in connection with our initial Business Combination. At this time, we are not a
party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities
or otherwise.

 Sources
of Target Businesses

 We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers
and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on
an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting.
Our officers and directors, as well as their affiliates CBC, Credian and Quantum Leaps, may also bring to our attention target business
candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they
may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities
that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and
directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business
acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder's
fee, consulting fee or other compensation to be determined in an arm's length negotiation based on the terms of the transaction.
We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may
not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines
is in our best interest to pursue. Payment of a finder's fee is customarily tied to completion of a transaction. In no event, however,
will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder's
fee, consulting fee or other compensation by the Company prior to, or for any services they render in order to effectuate, the completion
of our initial Business Combination (regardless of the type of transaction that it is). We may also elect to make payment of customary
fees to members of our Board of Directors for director service. Any such payments prior to our initial Business Combination will be made
from funds held outside the Trust Account. Other than the foregoing, there will be no finder's fees, reimbursement, consulting
fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers or directors, or any affiliate
of our Sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial
Business Combination (regardless of the type of transaction that it is).

 We are not prohibited from pursuing an initial Business Combination with
a target that is affiliated with our Sponsor, officers or directors, or from completing the Business Combination
through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our
initial Business Combination with a target that is affiliated with our Sponsor, officers or directors, we, or a committee
of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation
or appraisal firm, that such an initial Business Combination is fair to our Company from a financial point of view. We are not required
to obtain such an opinion in any other context. Our amended and restated memorandum and articles of association provides that a target
will not be deemed an affiliate solely by virtue of ownership by our Sponsor or its affiliates, or any of their or our executive officers
or directors, of less than 10% of its ordinary shares, individually or in the aggregate.

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

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

 The time required to select and evaluate a target business and to structure
and complete our initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business
with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds
we can use to complete another Business Combination. The Company will not pay any consulting fees to members of our management team, or
any of their respective affiliates, for services rendered to or in connection with our initial Business Combination.

 Lack
of Business Diversification

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

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

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

 Limited
Ability to Evaluate the Target's Management Team

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

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

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

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

 We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended
and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or
stock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons. Under the Nasdaq listing rules,
shareholder approval would be required for our initial Business Combination if, for example:

 we
 issue Class A ordinary shares that will be equal to or in excess of 20% of the number of Class A ordinary shares then outstanding;

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

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

 Permitted
Purchases of Our Securities

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

 In the event that our initial shareholders, directors, officers or advisors,
or their respective affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected
to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public
Shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules
under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers
determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
 Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements. Further, to the extent any Public Shares are so purchased
by our Sponsor, initial shareholders, directors, officers, advisors or their affiliates, such shares must (a) be purchased at a price
no higher than the redemption price paid for our Public Shares, which as of December 31, 2023 was estimated to be $11.17 per share
and (b) not be (i) voted by such holders or their respective affiliates in favor of approving the initial Business Combination,
or (ii) redeemable by such holders or their respective affiliates. See the risk factor entitled " If we seek shareholder
approval of our initial Business Combination, our Sponsor, directors and officers and their affiliates may
elect to purchase Public Shares or Public Warrants from shareholders, which may reduce the public "float" of our Class A ordinary shares or Public Warrants " in Item 1A. Risk Factors for additional
information.

 The purpose of any such purchases of Public Shares could be to satisfy a
closing condition in an agreement with a target, such as a business combination agreement, that requires us to have a certain amount of
cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. The purpose
of any such purchases of Public Warrants could be to reduce the number of Public Warrants outstanding or to vote such warrants on any
matters submitted to the warrant holders for approval in connection with our initial Business Combination. Any such purchases of our securities
may result in the completion of our initial Business Combination that may not otherwise have been possible. In addition, if such purchases
are made, the public "float" of our Class A ordinary shares or Public Warrants may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.

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

Rights for Public Shareholders upon Completion of Our Initial Business Combination

 We will provide our Public Shareholders with the opportunity to redeem all
or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business
Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares,
subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their Public Shares
will not be reduced by the deferred underwriting commissions we will pay to the underwriters of our IPO. The redemption rights include
the requirement that a beneficial holder must identify itself in order to validly redeem its Public Shares. Our initial shareholders,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares and any Public Shares they may hold in connection with the completion of our initial Business Combination.

 Limitations
on Redemptions

 Our proposed initial Business Combination may impose a minimum cash requirement
for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or
(iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for
all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to
the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial
Business Combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
Although we have no current plans, we may, however, raise funds through the issuance of equity-linked securities or through loans, advances
or other indebtedness in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop
arrangements we may enter into following the closing of the IPO, in order to, among other reasons, satisfy such net tangible assets or
minimum cash requirements.

 Further, if we seek shareholder
approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant
to the tender offer rules, our amended and restated memorandum and articles of association provides that a Public Shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group"
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate
of 15% of the shares sold in the Initial Public Offering (the "Excess Shares"). We believe the restriction described above
will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to
redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market
price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold
in the Initial Public Offering could threaten to exercise its redemption rights against a Business Combination if such holder's
shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms.
By limiting our shareholders' ability to redeem to no more than 15% of the shares sold in the Initial Public Offering, we believe
we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial Business
Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a certain amount of cash. However, we would not be restricting our shareholders' ability to vote all of their
shares (including all shares held by those shareholders that hold more than 15% of the shares sold in the Initial Public Offering) for
or against our initial Business Combination.

 Manner
of Conducting Redemptions

 We will provide our Public Shareholders with the opportunity to redeem all
or a portion of their Class A ordinary shares upon the completion of our initial Business Combination either (i) in connection with a
general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will
be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek
shareholder approval under Cayman Islands law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock
or capital stock or share purchases would not typically require shareholder approval while direct mergers with our Company where we do
not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated
memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote
pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement
or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities
on Nasdaq, we will be required to comply with Nasdaq rules.

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

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

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

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

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

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

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

 file
 proxy materials with the SEC.

 We
expect that a final proxy statement would be mailed to Public Shareholders at least 20 days prior to the shareholder vote. However, we
expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice
of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently
intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we
are not able to maintain our Nasdaq listing or Exchange Act registration.

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

 If we seek shareholder approval, we will complete our initial Business Combination
only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary
shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the Business Combination.
In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders, officers and directors have
agreed (and their permitted transferees will agree) to vote any founder shares held by them and any Public Shares purchased during or
after the IPO in favor of our initial Business Combination. We expect that at the time of any shareholder vote relating to our initial
Business Combination, our initial shareholders and their permitted transferees will own at least 47% of our issued and outstanding ordinary
shares entitled to vote thereon, which is the percentage owned by our Sponsor and its affiliates as of December 31, 2023. Each Public
Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Our initial
shareholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares and Public Shares in connection with the completion of a Business Combination.

 Redemptions of our Public Shares may be subject to a net tangible asset
test or cash requirement pursuant to an agreement relating to our initial Business Combination. For example, the Business Combination
may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed
Business Combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are
validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination
exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all Class
A ordinary shares submitted for redemption will be returned to the holders thereof.

of Public Shares and Liquidation If No Initial Business Combination

 Our
amended and restated memorandum and articles of association initially provided that we would have only 15 months (or up to 18 months
or 21 months, as applicable) following the effectiveness of the IPO to consummate our initial Business Combination. However, on May
25, 2023, we held the EGM, where shareholders approved, among other things, an amendment to our amended and restated memorandum and
articles of association to extend the date by which the Company must consummate our initial Business Combination from June 3, 2023
to the Extended Date and to allow us, without another shareholder vote, by resolution of the Board of Directors, to elect to further
extend the Extended Date with each Additional Extended Date, until up to March 3, 2025, the end of the Combination Period. Our
Public Shareholders will not be entitled to vote on, or redeem their shares in connection with, any such Additional Extended Date.
In connection with each extension to the Extended Date and any Additional Extended Date, the Sponsor or its designees is required
deposit into the Trust Account a Contribution. As of the date of this Annual Report, the Contributors have made an aggregate of
$980,000 of Contributions. The maximum aggregate amount of Contributions will be $2,940,000.

 If we are unable to complete our initial Business Combination within the
Combination Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes
payable) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants if we fail to complete
our initial Business Combination within the Combination Period.

 Our initial shareholders, officers and directors have entered into a letter
agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to
their founder shares if we fail to complete our initial Business Combination within the Combination Period. However, if our initial shareholders
acquire Public Shares after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public
Shares if we fail to complete our initial Business Combination within the Combination Period.

 Our initial shareholders, officers and directors have agreed, pursuant to
a written letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association
(i) that would modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with
an initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the
Combination Period or (ii) with respect to the other material provision relating to the rights of holders of Public Shares, unless we
provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable) divided by the number of then outstanding Public Shares.

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

 If we were to expend all of the net proceeds of the IPO and the sale of
the Private Placement Warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any,
earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution was initially estimated at
approximately $10.30. As of December 31, 2023, the per share amount held in our Trust Account is estimated to be approximately $11.17.
The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority
than the claims of our Public Shareholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds
sufficient to pay or provide for all creditors' claims. Accordingly, we cannot assure you that the actual per-share redemption amount
received by shareholders will not be substantially less than $11.17.

 Although we will seek to have all vendors, service providers (other than
our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to
execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such
third party's engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where
we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or
in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such
entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are
unable to complete our initial Business Combination within the prescribed time frame, or upon the exercise of a redemption right in connection
with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the 10 years following redemption. Our Sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us,
or a prospective target business with which we have entered into a letter of intent, confidentiality, or other similar agreement for a
Business Combination, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust
assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to
any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply as to any
claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
Because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective
target businesses to acquire, the only third parties we currently expect to engage would be vendors such as lawyers, investment bankers,
computer or information and technical services providers or prospective target businesses. In the event that an executed waiver is deemed
to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third-party
claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that
our Sponsor's only assets are securities of our Company. None of our directors or officers, nor any of the shareholders, members
or managers of the Sponsor, will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.

 In the event that the proceeds in the Trust Account are reduced below (i)
$10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the
Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay
taxes, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its
indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our
Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment
may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value
of the per-share redemption price will not be substantially less than $10.00 per share.

 Our
Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and
liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

 If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not
dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included
in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy or insolvency claims deplete the Trust Account, we cannot assure you we will be able to return the
current estimated $11.17 per Public Share to our Public Shareholders. Additionally, if we file a bankruptcy or winding-up petition or an
involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/creditor and/or bankruptcy laws and/or insolvency laws as a "preferential
transfer", a "fraudulent conveyance", a "fraud in anticipation of winding up", a "transaction in
fraud of creditors" or a "misconduct in the course of winding up." As a result, a bankruptcy or insolvency court
could seek to recover all amounts received by our shareholders. Furthermore, our Board of Directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of
punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure
you that claims will not be brought against us for these reasons.

 Our Public Shareholders will be entitled to receive funds from the Trust
Account only upon the earlier of (i) the redemption of any Public Shares properly tendered in connection with the completion of our initial
Business Combination, (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to provide for the redemption
of our Public Shares in connection with an initial Business Combination or to redeem 100% of our Public Shares if we do not complete our
initial Business Combination within the Combination Period or (B) with respect to any other material provision relating to the rights
of Public Shareholders and (iii) the redemption of all of our Public Shares if we are unable to complete our initial Business Combination
within the Combination Period, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any
kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial Business Combination, a shareholder's
voting in connection with the Business Combination alone will not result in a shareholder's redeeming its shares to us for an applicable
pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above.

 Competition

 In identifying, evaluating and selecting a target business for our initial
Business Combination, we may encounter intense competition from other entities having a business objective similar to ours, including
other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.
Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or
through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability
to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage
in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders who
exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our outstanding warrants,
and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors
may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

 Employees

 We currently have four officers: Sung Yoon Woo, Sungwoo (Andrew) Hyung,
Sunsik (Sung) Lee and Dr. Gene Young Cho. Members of our management team are not obligated to devote any specific number of hours to our
matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business
Combination. The amount of time that our officers or any other members of our management team will devote in any time period will vary
based on whether a target business has been selected for our initial Business Combination and the current stage of the business combination
process. We do not intend to have any full time employees prior to the completion of our Business Combination.

 Available
Information

 We
are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required
to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets
other than in the ordinary course of business and bankruptcy) in a Current Report on Form 8-K. The SEC maintains an internet website
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
The SEC's internet website is located at  In addition, the Company will provide copies of these documents
without charge upon request from us in writing 4 Orinda Way, Suite 100D, Orinda, CA 94563 or by telephone at (415) 340-0222 or on our
Internet website  cap.com.

 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 before making a decision to invest in our securities. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected.

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

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

 We are a recently incorporated exempted company incorporated under the laws
of the Cayman Islands with no operating results, and we will not commence operations until we complete our initial Business Combination.
Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing
our initial Business Combination with one or more target businesses. If we fail to complete
our initial Business Combination, we will never generate any operating revenues.

 Our Public Shareholders may not be afforded an opportunity to vote on our
proposed Business Combination, which means we may complete our initial Business Combination even though a majority of our Public Shareholders
do not support such a combination.

 We may not hold a shareholder vote to approve our initial Business Combination
unless the Business Combination would require shareholder approval under applicable Cayman Islands law or the rules of Nasdaq or if we
decide to hold a shareholder vote for business or other reasons. Examples of transactions that would not ordinarily require shareholder
approval under Cayman Islands law or the rules of Nasdaq include asset acquisitions and capital stock or share purchases, while transactions
such as direct mergers with our Company or transactions where we issue more than 20% of our outstanding shares would require shareholder
approval. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require
us to obtain shareholder 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 shareholder approval of such Business Combination. Except as required by applicable law or Nasdaq rules, the decision
as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders 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 shareholder approval. Accordingly, we may consummate
our initial Business Combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the Business
Combination we consummate.

 Although we have identified general criteria and guidelines that we believe
are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does
not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination
may not have attributes entirely consistent with our general criteria and guidelines.

 Although we have identified general criteria and guidelines for evaluating
prospective target businesses, it is possible that a target business with which we enter into our initial Business Combination will not
have all of these positive attributes. If we complete our initial Business Combination with a target that does not meet some or all of
these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria
and guidelines. In addition, if we announce a prospective Business Combination with a target that does not meet our general criteria and
guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing
condition with a target business that requires us to have a certain amount of cash. If we are unable to complete
our initial Business Combination, our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately
$11.17 per share, which is based on estimates as of December 31, 2023, on the liquidation of our Trust Account. There will be no redemption
rights or liquidating distributions with respect to our warrants.

 Your
only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek shareholder approval of the Business Combination.

 At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or
more target businesses. Since our Board of Directors may complete a Business Combination without seeking shareholder approval,
Public Shareholders may not have the right or opportunity to vote on the Business Combination, unless we seek such shareholder
approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a
potential Business Combination may be limited to exercising your redemption rights within the period of time (which will be at least
20 business days) set forth in our tender offer documents mailed to our Public Shareholders in which we describe our initial
Business Combination.

 Because of our limited resources and the significant competition for business
combination opportunities due to the number of special purpose acquisition companies evaluating targets increasing, it may increase the
cost of our initial Business Combination or could even result in our inability to consummate our initial Business Combination. If we are
unable to complete our initial Business Combination within the Combination Period under our amended and restated memorandum and articles
of association, our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately $11.17 per share,
or less in certain circumstances, in connection with the liquidation of our Trust Account, and there will be no liquidating distributions
with respect to our warrants.

 We expect to encounter intense competition from other entities having a
business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check
companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals
and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of
companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other
resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those
of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds
of the IPO and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses
that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage
in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated to pay cash for the Class A ordinary shares
redeemed and, in the event we seek shareholder approval of our initial Business Combination, we make purchases of our Class A ordinary
shares, the resources available to us for our initial Business Combination may be reduced. Any of these obligations may place us at a
competitive disadvantage in successfully negotiating a Business Combination. If we are unable to complete our initial Business Combination,
our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately $11.17 per share (or less in certain circumstances)
on the liquidation of our Trust Account. There will be no redemption rights or liquidating distributions with respect to our warrants.
In certain circumstances, our Public Shareholders may receive, based on estimates as of December 31, 2023, less than $11.17 per share
on the redemption of their shares. See "- If third parties bring claims against us, the proceeds held in the Trust Account could
be reduced and the per-share redemption amount received by shareholders may be less than $11.17 per share, which is the estimated per share amount held in our Trust Account as
of December 31, 2023 " and other risk factors
herein.

 In
recent years, the number of special purpose acquisition companies ("SPACs") that have been formed has increased substantially.
Many potential targets for SPACs have already entered into an initial business combination, and there are still many SPACs seeking targets
for their initial business combination, as well as many such companies currently in registration. 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 SPACs seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, 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.

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

 We
may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition
that we have a certain amount of cash. If too many Public Shareholders exercise their redemption rights, we would not be able to
meet such closing condition and, as a result, would not be able to proceed with the Business Combination and may instead search for
an alternate Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a
Business Combination transaction with us.

 The
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete
the most desirable Business Combination or optimize our capital structure.

 At
the time we enter into an agreement for our initial Business Combination, we will not know how many shareholders may exercise their redemption
rights, and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust
Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for
redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust
Account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions
of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of
the Class B shares at the time of the initial Business Combination. The above considerations may limit our ability to complete the most
desirable Business Combination available to us or optimize our capital structure.

 The
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability
that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

 If
our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful
is increased. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until
we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;
however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation,
you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate
or you are able to sell your shares in the open market.

 The
requirement that we complete our initial Business Combination within the prescribed time frame under our amended and restated memorandum
and articles of association may give potential target businesses leverage over us in negotiating a Business Combination and may decrease
our ability to conduct due diligence on potential Business Combination targets as we approach our dissolution deadline, which could undermine
our ability to complete our initial Business Combination on terms that would produce value for our shareholders.

 Any
potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete
our initial Business Combination within the Combination Period. Consequently, such target business may obtain leverage over us in negotiating
a Business Combination, knowing that if we do not complete our initial Business Combination with that particular target business, we
may be unable to complete our initial Business Combination with any target business. This risk will increase as we get closer to the
end of the Combination Period. 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
may not be able to complete our initial Business Combination within the prescribed time frame and/or we may not elect to further
extend our Combination Period, in which case we would cease all operations except for the purpose of winding up and we would redeem
our Public Shares and liquidate, in which case our Public Shareholders may, based on estimates as of December 31, 2023, receive
approximately $11.17 per share, or less than such amount in certain circumstances, and there will be no liquidating distributions
with respect to our warrants.

 Our
initial shareholders, officers and directors have agreed that we must complete our initial Business Combination within the
Combination Period. We may not be able to find a suitable target business and complete our initial Business Combination within such
time period. Our amended and restated memorandum and articles of association initially provided that we will have only 15 months (or
up to 18 months or 21 months, as applicable) following the effectiveness of the IPO to consummate our initial Business Combination.
However, on May 25, 2023, we held the EGM, where shareholders approved, among other things, an amendment to our amended and restated
memorandum and articles of association to extend the date by which the Company must consummate our initial Business Combination from
June 3, 2023 to the Extended Date and to allow us, without another shareholder vote, by resolution of the Board of Directors, to
elect to further extend the Extended Date until up to March 3, 2025. The extension to the Extended Date required a $420,000 deposit
into the Trust Account by the Contributors and the election to further extend the Extended Date requires us to (i) cause the
deposit of $140,000 each month into the Trust Account and (ii) approve the extension by the resolution of the Board of Directors.
Our Board of Directors has discretion to decide if we will not further extend the Combination Period.

 If we have not completed our initial Business Combination within the Combination
Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution
expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. In such case, our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately
$11.17 per share. There will be no redemption rights or liquidating distributions with respect to our warrants. In certain circumstances,
our Public Shareholders may receive less than $11.17 per share on the redemption of their shares. See "- If third parties bring
claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders
may be less than $11.17 per share, which is the estimated per share amount held in our Trust Account as
of December 31, 2023 " and other risk factors herein.

 Our
search for a Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be
materially adversely affected by the geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent
escalation of the Israel-Hamas conflict.

 The
United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the
recent invasion of Ukraine by Russia in February 2022. The invasion of Ukraine by Russia and the resulting measures that have been taken,
and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created
global security concerns that could have a lasting impact on regional and global economies. Additionally, in response to Hamas's
attack on southern Israel on October 7, 2023, Israel has launched extensive air strikes against targets in the Gaza Strip and, on October
27, 2023, Israeli military forces launched an invasion of Gaza. The escalation of the Israel-Hamas conflict could cause disruptions to
global economic conditions and effect the stability of the Middle East region.

 Any
such events may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors,
disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may adversely
affect the global economy or capital markets, and the business of any potential target with which we may consummate a Business Combination
could be materially and adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise
equity and debt financing which may be impacted by these and other events, including as a result of increased market volatility, decreased
market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

 If we
seek shareholder approval of our initial Business Combination, our Sponsor, directors and officers and their affiliates may elect to
purchase Public Shares or Public Warrants from shareholders, which may reduce the public "float" of the Class A ordinary
shares and Public Warrants.

 If we seek
shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Sponsor, directors and officers, and their affiliates may purchase Public
Shares or Public Warrants in privately negotiated transactions or in the open market prior to the completion of an initial Business
Combination, although they are under no obligation to do so. There is no limit on the number of Public Shares or Public Warrants our
Sponsor, the directors and officers, and their affiliates may purchase in such transactions, subject to compliance with applicable
law and the Nasdaq rules. Additionally, at any time at or prior to our initial Business Combination, subject to applicable
securities laws (including with respect to material non-public information), our Sponsor, initial shareholders, directors,
officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to
acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However,
other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have
not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase
Public Shares or Public Warrants in such transactions. Such purchases may include a contractual acknowledgment that such
shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to
exercise its redemption rights.

 In
the event that our Sponsor, directors and officers, and their affiliates purchase Public Shares in privately negotiated transactions
from Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders would be
required to revoke their prior elections to redeem their Public Shares. The purpose of any such purchases of shares could be to
increase the amount of cash at the closing of an initial Business Combination. The purpose of any such purchases of Public Warrants
could be to reduce the number of Public Warrants outstanding or to vote such Public Warrant on any matters submitted to the warrant
holders for approval in connection with an initial Business Combination. Any such purchases of our securities may result in the
completion of an initial Business Combination that may not otherwise have been possible. We expect any such purchases will be
reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting
requirements.

 In
addition, if such purchases are made, the public "float" of the Public Shares or Public Warrants and the number of beneficial
holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our
securities on a national securities exchange.

 In
the event our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares from Public
Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including,
in pertinent part, through adherence to the following:

 Our
 registration statement/proxy statement filed for our Business Combination transaction would
 disclose the possibility that our Sponsor, initial shareholders, directors, officers, advisors
 and their affiliates may purchase Public Shares from Public Shareholders outside the redemption
 process, along with the purpose of such purchases;

 if
 our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were
 to purchase Public Shares from Public Shareholders, they would do so at a price no higher
 than the price offered through our redemption process;

 our
 registration statement/proxy statement filed for our Business Combination transaction would
 include a representation that any of our securities purchased by our Sponsor, initial shareholders,
 directors, officers, advisors and their affiliates would not be voted in favor of approving
 the Business Combination transaction;

 our
 Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not
 possess any redemption rights with respect to our securities or, if they do acquire and possess
 redemption rights, they would waive such rights; and

 we
 would disclose in a Form 8-K, before our security holder meeting to approve the Business
 Combination transaction, the following material items:

 the
 amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers, advisors
 and their affiliates, along with the purchase price;

 the
 purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates;

 the
 impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates on the
 likelihood that the Business Combination transaction will be approved;

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

 the number of our securities for which we have received redemption requests
pursuant to our redemption offer.

 If a shareholder fails to receive notice of our offer to redeem its Public
Shares in connection with our initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares
may not be redeemed.

 We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable,
such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials,
as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe
the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a shareholder
fails to comply with these procedures, its shares may not be redeemed.

 You
will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your
investment, therefore, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

 Our Public Shareholders will be entitled to receive funds from the Trust
Account only upon the earlier to occur of: (i) the redemption of any Public Shares properly tendered in connection with the completion
of our initial Business Combination, (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote
to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide
for the redemption of our Public Shares in connection with an initial Business Combination or to redeem 100% of our Public Shares if we
do not complete our initial Business Combination within the Combination Period, or (B) with respect to any other material provision relating
to the rights of Public Shareholders and (iii) the redemption of all of our Public Shares if we are unable to complete our initial Business
Combination within the Combination Period, subject to applicable law and as further described herein. In no other circumstances will a
Public Shareholder have any right or interest of any kind in the Trust Account. Holders of Public Warrants will not have any right to
the proceeds held in the Trust Account with respect to the Public Warrants. Accordingly, to liquidate your investment, you may be forced
to sell your Public Shares or Public Warrants, potentially at a loss.

 You
will not be entitled to protections normally afforded to investors of many other blank check companies.

 Since the net proceeds of the IPO and the sale of the Private Placement
Warrants are intended to be used to complete an initial Business Combination with a target business that has not been identified, we may
be deemed to be a "blank check" company under the United States securities laws. However we are exempt from rules promulgated
by the SEC to protect investors in blank check companies, such as Rule 419.

 Accordingly,
investors will not be afforded the benefits or protections of those rules. Among other things, this means we have a longer period of time to complete our initial Business Combination than do companies subject to Rule 419.
Moreover, if the IPO were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust
Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial Business
Combination.

 If
the net proceeds of the IPO and the sale of Private Placement Warrants not being held in the Trust Account are insufficient to allow
us to operate for at least the Combination Period, we may be unable to complete our initial Business Combination.

 As of December 31, 2023, $708,536 was available to us outside the Trust
Account to fund our working capital requirements. While we believe that such funds, together with funds available from loans from our
Sponsor, its affiliates, or our management team, will be sufficient to allow us to operate for at least the duration of the Combination
Period, we cannot assure you that our estimate is accurate and our Sponsor, its affiliates or our management team are under no obligation
to loan or advance funds to us. The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for
at least the Combination Period, assuming that our initial Business Combination is not completed during that time. We expect to incur
significant costs in pursuit of our acquisition plans. Management's plans to address this need for capital through the IPO and potential
loans from certain of our affiliates are discussed in the section of this Annual Report titled " Management's Discussion
and Analysis of Financial Condition and Results of Operations." However, our affiliates are not obligated to make loans to us
in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such
event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

 We
believe we have access to capital that will be sufficient to allow us to operate for at least the Combination Period; however, we cannot
assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees
to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund
a "no-shop" provision (a provision in letters of intent designed to keep target businesses from "shopping" around
for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed Business
Combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right
to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach
or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
If we are unable to complete our initial Business Combination, our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately $11.17 per share
(or less in certain circumstances) on the liquidation of our Trust Account. There will be no redemption rights or liquidating distributions with
respect to our warrants. In certain circumstances,
our Public Shareholders may receive less than $11.17 per share on the redemption of their shares.

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

 While
we intend to conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will
surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material
issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not
later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur
impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks,
unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.
Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of
this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause
us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business
or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholders who choose to remain shareholders following
the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such
reduction in value.

 If
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received
by shareholders may be less than $11.17 per share, which is the estimated per share amount held in our Trust Account as
of December 31, 2023.

 Our
placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all
vendors, service providers (other than our independent registered accounting firm), prospective target businesses or other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such
agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement,
breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party
refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis
of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management
believes that such third party's engagement would be significantly more beneficial to us than any alternative.

 Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption
of our Public Shares, if we are unable to complete our initial Business Combination within the prescribed timeframe, or upon the exercise
of a redemption right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount
received by Public Shareholders could be less than the $11.17 per share currently held in the Trust Account, estimated as of December 31, 2023, due to claims of such creditors.

 Pursuant to the letter agreement which is filed as an exhibit to this Annual Report, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent registered
accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a letter
of intent, confidentiality, or other similar agreement for a Business Combination, reduce the amount of funds in the Trust Account to
below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation
of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay
taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except
as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities
Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible
to the extent of any liability for such third-party claims. We have not independently verified whether our Sponsor has sufficient funds
to satisfy their indemnity obligations and believe that our Sponsor's only assets are securities of our Company. Our Sponsor may
not have sufficient funds available to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations, and therefore,
no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust
Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share.
In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount per share in
connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties
including, without limitation, claims by vendors and prospective target businesses.

 Our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our Public Shareholders.

 In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share or (ii) such lesser
amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the
value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is
unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we
currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its
indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose
not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the
amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.00 per
share.

 If,
after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency 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 Shareholders, we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent
conveyance." As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. 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 Shareholders from the Trust Account prior to addressing the claims
of creditors.

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

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

 Our
shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.

 If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, and thereby exposing themselves and our Company to claims, by paying Public Shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine
of up to $18,292 and to imprisonment for five years in the Cayman Islands.

 We
may not hold an annual general meeting until after the consummation of our initial Business Combination. Our Public Shareholders will
not have the right to appoint directors prior to the consummation of our initial Business Combination.

 In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one
full year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to
hold annual or extraordinary general meetings in order to appoint directors. Until we hold an annual general meeting, Public Shareholders
may not be afforded the opportunity to discuss Company affairs with management. Currently, our initial shareholders own 47% of our issued
and outstanding ordinary shares. In addition, prior to our initial Business Combination, only holders of our founder shares, all of which
are held by our initial shareholders, will have the right to vote on the appointment of our directors. Our initial shareholders have
agreed that, subject to applicable law, neither of our initial shareholders will vote their founder shares to change the size of our
Board of Directors or, without the others' consent, with respect to appointment of directors. As holders of our Class A ordinary
shares, our Public Shareholders will not have the right to vote on the appointment of directors prior to consummation of our initial
Business Combination. These provisions of our amended and restated memorandum and articles of association may only be amended
by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting As a result, holders of Public Shares
will not have any influence over the appointment of directors prior to our initial Business Combination.

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

 restrictions
 on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination. In addition,
 we may have imposed upon us burdensome requirements, including:

 registration
 as an investment company;

 adoption
 of a specific form of corporate structure; and

 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 it can qualify for an exclusion, a company
must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that its activities
do not include investing, reinvesting, owning, holding or trading "investment securities" constituting more than 40% of our
assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

 The SEC recently provided guidance that the determination of whether a
special purpose acquisition company, like us, is an "investment company" under the Investment Company Act is a facts and circumstances
determination requiring individualized analysis and depends on a variety of factors, including a SPAC's duration, asset composition,
business purpose and activities. When applying these factors to us we do not believe that our principal activities will subject us to
the Investment Company Act. To this end, the Company was formed for the purpose of completing an initial Business Combination with one
or more businesses. Since our inception, our business has been and will continue to be focused on identifying and completing an initial
Business Combination, and thereafter, operating the post-transaction business for the long term. Further, we do not plan to buy businesses
or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive
investor. In addition, the proceeds held in the Trust Account were invested in United States "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations
from the consummation of our IPO until March 1, 2024, when, to mitigate the potential risk that we might be deemed to be an investment
company for purposes of the Investment Company Act, the trustee, pursuant to the IMTA Amendment, liquidated such investments and moved
the proceeds to an interest-bearing demand deposit account. As a result, the remaining proceeds from the IPO and sale of Private Placement
Warrants are no longer invested in U.S. government securities or money market funds. Pursuant to the IMTA, the trustee is not permitted
to invest in other securities or assets. By restricting the investment of the proceeds in this manner, and by focusing our directors'
and officers' time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather
than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving
investment returns on such assets), we intend to avoid being deemed an "investment company" within the meaning of the Investment
Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities
or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either:
(i) the completion of our initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our
obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not
complete our initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating
to the rights of Public Shareholders; or (iii) absent an initial Business Combination within the Combination Period, our return of the
funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds
as described above, we may be deemed to be subject to the Investment Company Act.

 If
we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment
Company Act and 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. We may also be forced to abandon our efforts to complete an initial
Business Combination and instead be required to liquidate the Trust Account. In which case, our
investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation
in the value of our securities following such a transaction. For illustrative purposes, in connection
with the liquidation of our Trust Account, our Public Shareholders may receive approximately $11.17 per Public Share, which is based
on estimates as of December 31, 2023, or less in certain circumstances. There will be no liquidating distributions with respect to our warrants.

 Because
we are not limited to a particular industry or any specific target businesses with which to pursue our initial Business Combination,
you will be unable to ascertain the merits or risks of any particular target business's operations.

 Although
we expect to focus our search for a suitable initial Business Combination with companies that are either developing breakthrough technology
in life sciences or advancing a platform for sustainable technology, we may pursue acquisition opportunities in any one of numerous industries,
except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our Business
Combination with another blank check company or similar company with nominal operations. Because we have not yet identified any specific target business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks of any
particular target business' operations, results of operations, cash flows, liquidity, financial condition or prospects.

 To
the extent we complete our Business Combination, we may be affected by numerous risks inherent in the business operations with which
we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings,
we may be affected by the risks inherent in the business and operations of a financially unstable or an early stage entity. Although
our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we
will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will
adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable
to investors than a direct investment, if such opportunity were available, in a target. Accordingly, any shareholders who choose to remain
shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely
to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our
officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim
under securities laws that the tender offer materials or proxy statement relating to the Business Combination contained an actionable
material misstatement or material omission.

 We
may seek acquisition opportunities in industries or sectors that may be outside of our management's areas of expertise.

 We
will consider a Business Combination outside of our management's areas of expertise if a Business Combination candidate is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our Company. In the event we elect to pursue
an acquisition outside of the areas of our management's expertise, our management's expertise may not be directly applicable
to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management's expertise
would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately
ascertain or assess all of the significant risk factors. Accordingly, any shareholders who choose to remain shareholders following our
initial Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for
such reduction in value.

 We
may seek acquisition opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings.

 To
the extent we complete our initial Business Combination with a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks
include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all
of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be
outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target
business.

 We
are not required to obtain an opinion from an independent investment banking or from an independent registered public accounting firm,
and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our Company
from a financial point of view.

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

 Because
we must furnish our shareholders with target business financial statements, 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 meet certain financial significance
tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement
disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial
statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United
States of America, or U.S. GAAP, or international financing reporting standards as issued by the International Accounting Standards Board,
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. These financial statement requirements may limit
the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time
frame.

 Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial
financial and management resources, and increase the time and costs of completing an acquisition.

 Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
for the year ending December 31, 2023. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we
be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial
reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered
public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company
makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies
because a target company with which we seek to complete our initial Business Combination may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any such entity to
achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
a Business Combination with which a substantial majority of our shareholders do not agree.

 Our
amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold. As a result, we
may be able to complete our initial Business Combination even though a substantial majority of our Public Shareholders do not agree with
the transaction and have redeemed their Public Shares or, if we seek shareholder approval of our initial Business Combination and do not conduct
redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into privately negotiated
agreements to sell their shares to our initial shareholders, directors, officers or advisors, or their respective affiliates. In the
event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount
of cash available to us, we will not complete the Business Combination or redeem any shares, all ordinary shares submitted for redemption
will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

 In
order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their
charters and modified governing instruments. We cannot assure you that we will not seek to further amend our amended and restated memorandum
and articles of association or governing instruments in a manner that will make it easier for us to complete our initial Business Combination
that our shareholders may not support.

 In order to effectuate a business combination, blank check companies have,
in the past, amended various provisions of their charters and modified governing instruments. For example, blank check companies have
amended the definition of business combination, increased redemption thresholds and extended the period of time in which it had to consummate
a business combination. We cannot assure you that we will not seek to further amend our amended and restated memorandum and articles of
association or governing instruments or to further extend the time in which we have to consummate a Business Combination through amending
our amended and restated memorandum and articles of association, such actions will require at least a special resolution of our shareholders
as a matter of Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend
and vote at a general meeting of the Company, and amending our warrant agreement will require a vote of holders of at least a majority
of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement
Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, a majority of the number of the then
outstanding Private Placement Warrants (except for provisions of the warrant agreement enabling amendments without shareholder or warrant
holder approval that are necessary in the good faith determination of our Board of Directors (taking into account then existing market
precedents) to allow for the warrants to be classified as equity in our financial statements). In addition, our amended and restated memorandum
and articles of association require us to provide our Public Shareholders with the opportunity to redeem their Public Shares for cash
if we propose an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of
our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do
not complete an initial Business Combination within the Combination Period or any further extension or (B) with respect to any other material
provisions relating to the rights of Public Shareholders.

 We may reincorporate in another jurisdiction in connection with our initial
Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able
to enforce our legal rights.

 In
connection with our initial Business Combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another
jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. 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.

 The provisions of our amended and restated memorandum and articles of association
that relate to our pre-initial Business Combination activity (and corresponding provisions of the agreement governing the release of funds
from our Trust Account), may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote
in a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore,
to amend our amended and restated memorandum and articles of association and the IMTA to facilitate the completion of an initial
Business Combination that some of our shareholders may not support.

 Some other blank check companies have a provision in their charter which
prohibits the amendment of certain of its provisions, including those which relate to a company's pre-initial business combination
activity, without approval by a certain percentage of the company's shareholders. In those companies, amendment of these provisions
requires approval by between 90% and 100% of the company's public shareholders. Our amended and restated memorandum and articles
of association provides that any of its provisions, including those related to pre-initial Business Combination activity (including the
requirement to deposit proceeds of the IPO and the Private Placement Warrants into the Trust Account and not release such amounts except
in specified circumstances, and to provide redemption rights to Public Shareholders as described herein and in our amended and restated
memorandum and articles of association or an amendment to permit us to withdraw funds from the Trust Account such that the per share amount
investors will receive upon any redemption or liquidation is substantially reduced or eliminated), but excluding the provision of the
memorandum and articles of association relating to the appointment of directors, may be amended if approved by holders of at least two-thirds
of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the IMTA governing the release
of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares. As of the date of this Annual Report,
our initial shareholders collectively beneficially own approximately 47% of our ordinary shares, and will participate in any such vote.
Should our initial shareholders vote all their shares in favor of any such amendment at a meeting at which only the minimum quorum is
present (and if the representative shares are voted in favor of the amendment), we would require approximately 2,111,095, or 18%, of the
Public Shares issued in the IPO to be voted in favor of any such amendment for its approval. As a result, we may be able to amend the
provisions of our amended and restated memorandum and articles of association which govern our pre-initial Business Combination behavior
more easily than some other blank check companies, and this may increase our ability to complete a Business Combination with which you
do not agree.

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

 Although we believe that the net proceeds of the IPO and the sale of the
Private Placement Warrants will be sufficient to allow us to complete our initial Business Combination, because we have not yet identified
any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the
IPO and the sale of the Private Placement Warrants prove to be insufficient, either because of the size of our initial Business Combination,
the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial
Business Combination or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we
may be required to seek additional financing or to abandon the proposed Business Combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete
our initial 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, even if we do not need additional financing to complete our initial Business
Combination, we may require such 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
shareholders is required to provide any financing to us in connection with or after our initial Business Combination. If we are unable
to complete our initial Business Combination, our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately
$11.17 per share on the liquidation of our Trust Account. There will be no liquidating distributions with respect to our warrants. In
certain circumstances, our Public Shareholders may receive less than $11.17 per share on the redemption of their shares. See "-
 If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount
received by shareholders may be less than $11.17 per share, which is the estimated per share amount held in our Trust Account as
of December 31, 2023 " and other risk factors below.

 Resources could be wasted in researching acquisitions that are not completed,
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to
complete our initial Business Combination, our Public Shareholders may, based on estimates as of December 31, 2023 receive approximately
$11.17 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and there will be no liquidating
distributions with respect to our warrants.

 We anticipate that 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 Shareholders may, based on estimates as of December 31, 2023, receive approximately $11.17 per share on the liquidation
of our Trust Account. There will be no liquidating distributions with respect to our warrants. See " - If third parties bring
claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders
may be less than $11.17 per share, which is the estimated per share amount held in our Trust Account as
of December 31, 2023 " and other risk factors.

 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 post-transaction company after the completion of our initial 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, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of
such individuals to remain with us after the completion 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. There is no certainty, however, that any
of our key personnel will remain with us after the completion of our initial Business Combination. We cannot assure you that any of
our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key
personnel will remain with us will be made at the time of our initial Business Combination.

 We
may have a limited ability to assess the management of a prospective target business and, as a result, may affect 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. Accordingly, any shareholders who choose
to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are
unlikely to have a remedy for such reduction in value.

 The officers and directors of an acquisition candidate may resign upon completion
of our initial Business Combination. The departure of a target's key personnel could negatively impact the operations and profitability
of our post-combination business. The role of an acquisition candidates' key personnel upon the completion of our initial Business
Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate's management
team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of
the management of an acquisition candidate will not wish to remain in place.

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

 If
we effect our initial Business Combination with a company with operations or opportunities outside of the United States, we would be
subject to any special considerations or risks associated with companies operating in an international setting, including any of the
following:

 costs
 and difficulties inherent in managing cross-border business operations;

 rules
 and regulations regarding currency redemption;

 complex
 corporate withholding taxes on individuals;

 laws
 governing the manner in which future business combinations may be effected;

 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;

 rates
 of inflation;

 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 were unable to do so, our operations might suffer, which may adversely
impact our results of operations and financial condition.

 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 shareholders' investment in us.

 Although
we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding
debt, we may choose to incur substantial debt to complete our initial Business Combination. We have agreed that we will not incur any
indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies
held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account.
Nevertheless, the incurrence of debt could have a variety of negative effects, including:

 default
 and foreclosure on our assets if our operating revenues after an 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;

 our
 inability to pay dividends on our ordinary shares;

 using
 a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends
 on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 limitations
 on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 increased
 vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
 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.

 We
may only be able to complete one Business Combination with the proceeds of the IPO and the sale of the Private Placement Warrants, which
will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability.

 Of the net proceeds from the IPO and the sale of the Private Placement Warrants,
following redemptions made in connection with our extension, $69,402,338 will be available to complete our Business Combination and pay
related fees and expenses (which includes $8,105,480 for the payment of deferred underwriting commissions).

 We may effectuate our initial Business Combination with a single target
business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our
initial Business Combination with more than one target business because of various factors, including the existence of complex accounting
issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the
financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial Business
Combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks.
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, property or asset; 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 risks, 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.

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

 If we determine to simultaneously acquire several businesses that 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 our initial 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 acquired 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. We do not
intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination.

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

 In
pursuing our acquisition strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little
public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential
initial Business Combination on the basis of limited information, which may result in a Business Combination with a company that is not
as profitable as we suspected, if at all.

 Because we intend to seek a Business Combination with a target business
or businesses in the healthcare industry and whose principal business operations are based in Asia (excluding China, Hong Kong and Macau),
we expect our future operations to be subject to risks associated with this industry.

 While
we may pursue an acquisition or a target in any business or industry or across any geography, we intend to focus our search for a target
business in healthcare industry and with companies whose principal business operations are based
in Asia (excluding China, Hong Kong and Macau).

 Life science related companies (e.g., healthcare, biopharmaceuticals, and
digital health) are typically subject to greater governmental regulation than most other industries whether in the U.S. or global. Industries
such as biopharmaceuticals are also the most research-intensive industries. Many of the risks mentioned associated with these industries
involve regulation around research and development (R&D) of a product or technical risk factors. For example, a healthcare-related
company must receive government approval before introducing new drugs and medical devices or procedures. Drug development and the probability
of success through the stages of development are key concerns when considering pharmaceutical companies as most studies show that a drug
development program's probability of success from Phase I trials to U.S. FDA approval was only 9.6% as of the time of our IPO, based
on a study from BIO. Any potential regulatory or policy changes can impact such success rates to even lower probabilities. Failure to
obtain governmental approval of a key drug or device or other regulatory action could have a material adverse effect on the business of
a target company. Such changes may impact the demand for or costs of certain products and services as changes may delay the introduction
of these products and services to the marketplace, resulting in increased development costs, delayed cost recovery and loss of competitive
advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company's
revenues and profitability. These types of risks are unique to each company but typically found across most life science focused companies.
Other risks can involve other areas of regulatory compliance such as monitoring drug safety even after approval. Finally, expansion of
facilities by healthcare related providers is subject to "determinations of need" by the appropriate government authorities.
This process not only increases the time and cost involved in these expansions, but also makes expansion plans uncertain, limiting the
revenue and profitability growth potential of healthcare related facilities operators There also exists potential regulatory risk due
to changes to laws, regulations or interpretations that can cause compliance costs or cause disruptions to companies' productivity
as a business. Overall, these firms are exposed to greater financial risk than other industries and can also be sensitive to policy changes
that could potentially affect industry-wide profitability. These risks are considered systematic as policy changes can impact industry-wide
R&D spending or go-to-market strategies as well as impact cash flow and product sales. For instance, as of the time of our IPO, governmental
budgets across developing countries came under pressure to reduce spending and control healthcare costs, which could both adversely affect
regulatory processes and public funding available for healthcare products, services and facilities. These healthcare reforms may institute
regulatory mandates and other measures designed to constrain medical costs, including coverage and reimbursement for healthcare services,
drugs, or devices. Potential regulatory changes include drug price caps or access and healthcare cost transparency, all of which can potentially
become a risk to profitability for these companies. The ultimate effects of healthcare reform or any future legislation, regulation, or
healthcare initiatives, if any, on the healthcare sector, whether implemented at the federal or state level or internationally, cannot
be predicted with certainty and such reform, legislation, regulation, or initiatives may adversely affect the performance of a potential
Business Combination.

 Technical
expertise is also crucial in the life science industry as the products produced in these sectors are complex - it would take the average
investor significant time to understand the factors that affect the product's chances of success. Even large, well-established
financial institutions typically have a poor track record when it comes to forecasting the performance of companies in the biopharmaceuticals
or healthcare space. Therefore, technical expertise is crucial in these industries, especially at the management level of companies.
There is risk with certain companies in this sector that may not have the right level of technical expertise at the management level
or management is valuation-driven with stronger focus on profitability than having the technical expertise of understanding how research
findings (e.g., regarding side effects or comparative benefits of one or more particular treatments, services or products) and technological
innovation (together with patent expirations) may make any particular treatment, service or product less attractive if previously unknown
or underappreciated risks are revealed, or if a more effective, less costly or less risky solution is or becomes available. Any such
development could have an adverse effect on the companies that are target businesses for investment.

 Finally,
certain healthcare related companies depend on the exclusive rights or patents for the products they develop and distribute. Patents
have a limited duration and, upon expiration, other companies may market substantially similar "generic" products that are
typically sold at a lower price than the patented product, causing the original developer of the product to lose market share and/or
reduce the price charged for the product, resulting in lower profits for the original developer. As a result, the expiration of patents
may adversely affect the profitability of these companies. The profitability of healthcare related companies may also be affected, among
other factors, by restrictions on government reimbursement for medical expenses, rising or falling costs of medical products and services,
pricing pressure, an increased emphasis on outpatient services, a limited product offering, industry innovation, changes in technologies
and other market developments. Finally, because the products and services of healthcare related companies affect the health and well-being
of many individuals, these companies are especially susceptible to product liability lawsuits.

 In
addition, risks inherent in investments in the sustainability sector include, but are not limited to, the following:

 in competing against established companies who may have greater financial resources and/or a more effective or established localized
 business presence and/or an ability to introduce and sell sustainable technology at minimal or negative operating margins for sustained
 periods of time;

 in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets we are
 pursuing;

 the
 speculative nature of and high degree of risk involved in investments in sustainability sector;

 availability
 of key inputs, such as strategic consumables, raw materials and necessary equipment;

 changes
 in global supply and demand and prices for commodities;

 impact
 of energy conservation efforts;

 technological
 advances affecting energy production and consumption;

 denial
 or delay of receiving requisite regulatory approvals and/or permits;

 governmental
 or regulatory actions in any or all of our chosen markets, even if well intentioned from a climate perspective, could have an immediate
 and dramatic effect on our business operations and opportunities;

 in identifying effective local partners and developing any necessary partnerships with local businesses on commercially and environmentally
 acceptable terms;

 inability
 to comply with governmental regulations or obtain governmental approval for our products and/or business operations;

 in competing successfully with improved technologies introduced subsequent to our own;

 the
 possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market
 needs with respect to their environmental or non-environmental attributes;

 inability
 to build strong brand identity, environmental credibility or reputation for exceptional customer satisfaction and service;

 in generating sufficient sales volumes at economically sustainable profitability levels; and

 in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel.

 We
may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record
of revenue or earnings, which could subject us to volatile revenues or earnings, intense competition and difficulties in obtaining and
retaining key personnel.

 To
the extent we effect our initial Business Combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. These risks include investing in
a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition
and difficulties in obtaining and retaining key personnel. 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. Furthermore,
some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will
adversely impact a target business.

 We
may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results.

 We
may seek Business Combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.
While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,
the Business Combination may not be as successful as we anticipate.

 To
the extent we complete our initial Business Combination with a large complex business or entity with a complex operating structure, we
may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent
us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular partner
business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete
our Business Combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement
than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of
our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a partner
business. Such combination may not be as successful as a combination with a smaller, less complex organization.

 RISKS
RELATING TO OUR SPONSOR AND MANAGEMENT TEAM

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

 Our ability to successfully effect our initial Business Combination is
dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained.
Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial
Business Combination, it is likely that some or all of the management of the target business will remain in place. While we intend to
closely scrutinize any individuals we engage after our initial Business Combination, we cannot assure you that our assessment of these
individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the
SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

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

 Our
operations are dependent upon a relatively small group of individuals and, in particular, Sung Yoon Woo, our Chief Executive Officer;
Sungwoo (Andrew) Hyung, our Chief Financial Officer; Sungsik (Sung) Lee, our President; Gene Young Cho, our Chief Operating Officer;
and our directors. We believe that our success depends on the continued service of our officers and directors, at least until we have
completed our initial Business Combination. In addition, our officers and directors are not required to commit any specified amount of
time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities,
including identifying potential Business Combinations and monitoring the related due diligence. We do not have an employment agreement
with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our
directors or officers could have a detrimental effect on us.

 Since our initial shareholders, executive officers and directors will lose
their entire investment in us if our initial Business Combination is not completed, a conflict of interest may arise in determining whether
a particular target is appropriate for our initial Business Combination.

 The Sponsor and our Company's officers and directors have interests
that may be different from, or in addition to, the Public Shareholders' interests. For example:

 If
 we do not consummate a Business Combination and we liquidate, the 5,502,490 founder shares
 held by the Sponsor will be worthless, as the Sponsor has waived liquidation rights with
 respect to such shares, as will the 2,666,667 Private Placement Warrants held by the Sponsor.
 The Sponsor purchased the founder shares for an aggregate purchase price of $25,000, or approximately
 $0.00043 per share, and purchased the Private Placement Warrants for $1.50 per warrant, or
 $10,000,000 in the aggregate.

 As
 of the date of this Annual Report, the Sponsor and its affiliate have invested an aggregate
 of $980,000 into our Trust Account as Contributions for monthly extensions. Such Contributions
 are evidenced by the Contribution Notes and will be repayable upon the consummation of our
 Business Combination or our earlier liquidation. However, if we do not consummate a Business
 Combination and we liquidate, any such promissory notes will be repaid only from funds held
 outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

 The
 Sponsor and the Company's officers and directors and their respective affiliates are
 entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying,
 investigating, negotiating and completing a Business Combination. If we do not consummate
 a Business Combination, they will not have any claim against the Trust Account for reimbursement.
 As of the date of this Annual Report, there are no reimbursable out-of-pocket expenses outstanding.

 All
 rights specified in the amended and restated memorandum and articles of association relating
 to the right of officers and directors to be indemnified by the Company, and of the Company's
 officers and directors to be exculpated from monetary liability with respect to prior acts
 or omissions, will continue after a Business Combination. If the Company does not complete
 a Business Combination and liquidates, the Company will not be able to perform its obligations
 to its officers and directors under those provisions.

 In
 order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will
 be liable to the Company if and to the extent any claims by a third party (other than our
 independent registered public accounting firm) for services rendered or products sold to
 us, or a prospective target business with which we have entered into a letter of intent,
 confidentiality, or other similar agreement for a Business Combination, reduce the amount
 of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount
 per Public Share held in the Trust Account as of the date of the liquidation of the Trust
 Account, due to reductions in value of the trust assets, in each case net of the amount of
 interest which may be withdrawn to pay taxes. This liability will not apply with respect
 to any claims by a third party who executed a waiver of any and all rights to seek access
 to the Trust Account and will not apply as to any claims under our indemnity of the underwriters
 of the IPO against certain liabilities, including liabilities under the Securities Act.

 Accordingly, if we do not consummate
a Business Combination, the Sponsor may lose its entire investment in us, and the potential loss of this investment could incentivize
the Sponsor and its affiliates to pursue a Business Combination on unfavorable terms in order to avoid a liquidation and a loss of its
investment. In addition, the personal and financial interests of our executive 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. This risk may become more acute as the Combination Period nears March 3, 2025, which
is the deadline for our completion of an initial Business Combination.

 Certain
of our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial
Business Combination.

 Our officers and directors are not required to commit their full time to
our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business
Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial Business
Combination. Our officers are not obligated to contribute any specific number of hours per week to our affairs, and certain of our officers
are engaged in other business endeavors for which they may be entitled to substantial compensation. Our independent directors also serve
as officers and board members for other entities. If our officers' and directors' other business affairs require them to devote
substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time
to our affairs which may have a negative impact on our ability to complete our initial Business Combination.

 Certain
of our officers and directors are now, and all of them may in the future become, affiliated 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.

 After
the IPO and until we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with
one or more businesses. Our initial shareholders and officers and directors are, or may in the future become, affiliated with entities
(such as operating companies or investment vehicles) that are engaged in making and managing investments in a similar business.

 Our
officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other
entities to which they owe certain fiduciary or contractual duties. As a result, they will have a duty to offer acquisition opportunities
to certain clients or other entities. Accordingly, our officers and directors may have conflicts of interest in determining to which
entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target
business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands
law.

 Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests.

 We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or
have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our initial shareholders,
our directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

 We
may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated
with our initial shareholders, officers, directors or existing holders which may raise potential conflicts of interest.

 In light of the involvement of our initial shareholders, officers and directors
with other entities, we may decide to acquire one or more businesses affiliated with our initial shareholders, officers and directors.
Our officers and directors also serve as officers and board members for other entities. Such entities may compete with us for Business
Combination opportunities. 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 and such transaction
was approved by a majority of our independent directors. Despite our agreement to obtain an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting firm, 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 initial shareholders, officers or directors, 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 Shareholders as they would be absent
any conflicts of interest.

 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 a Business Combination so that the post-transaction company
in which our Public Shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will
only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment
company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction
company owns 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own
a minority interest in the post-Business Combination 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 ordinary shares in exchange for
all of the issued and outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest
in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior
to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition,
other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger portion of
the company's shares 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.

 We
may not have sufficient funds to satisfy indemnification claims of our officers and directors.

 We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against
the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)
we have sufficient funds outside of the Trust Account or (ii) we consummate an initial Business Combination. Our obligation to indemnify
our officers and directors may discourage shareholders from bringing a lawsuit against our officers and directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and
directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.

 Any
negative developments involving our management, directors and persons or companies with which they are currently or have been affiliated,
including civil disputes, litigation, government or other investigations or other actual or alleged misconduct, unrelated to our business
affairs could materially impact our ability to consummate an initial Business Combination.

 Our
members of our management team, our directors, and persons or companies with which they are affiliated have been, and in the future will
continue to be, involved in a wide variety of business and other activities. As a result of such involvement, we may be exposed to the
risk of negative developments relating to members of our management, directors and persons or companies with which they are affiliated,
including civil disputes, litigation, governmental or other investigations or other actual or alleged misconduct relating to their affairs
unrelated to our Company. Any such development, including any negative publicity related thereto, may be detrimental to our reputation,
negatively affect our ability to identify and complete an initial Business Combination in a material manner and may have an adverse effect
on the price of our securities.

 RISKS
RELATING TO OUR SECURITIES

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

 We have our Units, Class A ordinary shares, and Public Warrants listed
on Nasdaq. In order to continue listing our securities on Nasdaq prior to our initial Business Combination, we must maintain certain financial,
distribution and share price levels. Generally, we must maintain a market value of our listed securities (generally $50,000,000) or an
average market value of publicly held shares (generally $40,000,000) and a minimum number of holders of our securities (generally 300
public 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, to list on the Nasdaq Global Market, our share price would generally
be required to be at least $4.00 per share, our market value of our listed securities would generally be required to be at least $75 million,
our market value of our unrestricted publicly held shares would generally be required to be at least $20 million, and we would be required
to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least
$2,500) of our securities. 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 and we are not able to list our securities on another national securities exchange,
we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse
consequences, including:

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity for our securities;

 a
 determination that our Class A ordinary shares are a "penny stock" which will require brokers trading in our Class A
 ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading
 market for our securities;

 a
 limited amount of news and analyst coverage; and

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

 On
June 14, 2023, the Staff of the Listing Qualifications Department of Nasdaq notified us that we were not in compliance with
Nasdaq's minimum $1,000,000 aggregate market value of warrants requirement set forth in Listing Rule 5452(b)(C). Based on
Nasdaq's further review and materials submitted by the Company to Nasdaq on July 19, 2023 and August 23, 2023, Nasdaq granted
the Company an extension to December 11, 2023 to regain compliance with Listing Rule 5452(b)(C). There can be no assurances that we
will regain compliance with Listing Rule 5452(b)(C).

 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, Class A ordinary shares and Public Warrants are listed on Nasdaq, such securities 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, including in connection with our initial Business Combination.

 If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a "group" of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose
the ability to redeem all such shares in excess of 15% of our Class A ordinary shares as issued in the IPO.

 If we seek shareholder approval of our initial Business Combination and
we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and
restated memorandum and articles of association provides that a Public Shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange
Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO, which
we refer to as the "Excess Shares." However, we would not be restricting our shareholders' ability to vote all of their
shares (including Excess Shares) for or against our initial Business Combination. Your inability to redeem the Excess Shares will reduce
your influence over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in
us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to
the Excess Shares if we complete our initial Business Combination. As a result, you would continue to hold that number of shares exceeding
15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

 We may issue additional Class A ordinary shares or preference shares to
complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We
may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time
of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles
of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

 Our amended and restated memorandum and articles of association authorize
the issuance of up to 180,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value
$0.0001 per share and 1,000,000 undesignated preference shares, par value $0.0001 per share Since the IPO, there are approximately 157,990,037
and 9,497,510 authorized but unissued Class A ordinary shares and Class B ordinary shares available, respectively, for issuance, which
amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the Class B ordinary
shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment
as set forth herein and in our amended and restated memorandum and articles of association. Since the IPO, there is no preference shares
issued and outstanding.

 We may issue a substantial number of additional ordinary shares, and may
issue preference shares, in order to complete our initial Business Combination or under an employee incentive plan after completion of
our initial Business Combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio
greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended
and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association provide,
among other things, that prior to our initial Business Combination, we may not issue additional ordinary shares that would entitle the
holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial Business Combination. The issuance of additional
ordinary shares or preference shares:

 may
 significantly dilute the equity interest of investors in the IPO;

 may
 subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary
 shares;

 could
 cause a change in control if a substantial number of ordinary shares 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 Units, Class A ordinary shares and/or Public Warrants.

 We
did not register the Class A ordinary shares issuable upon exercise of the warrants under federal or any state securities laws, and
such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able
to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

 We
did not register the Class A ordinary shares issuable upon exercise of the warrants under any federal or state securities laws.
However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15
business days after the closing of our initial Business Combination, we will use our best efforts to file, and within 60 business
days following our initial Business Combination to have declared effective, a post-effective amendment to the registration statement
for the IPO or a new registration statement covering such shares and maintain a current prospectus relating to the Class A ordinary
shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant
agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a
fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or
incorporated by reference therein are not current or correct or the SEC issues a stop order. However, no warrant will be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the
exercising holder, or an exemption is available. Notwithstanding the foregoing, if a registration statement covering the Class A
ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our
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 pursuant to
the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or
another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. We will use our best
efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event
will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the
event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no
exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from
registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have
no value and expire worthless. In such event, holders who acquired their Public Warrants as part of a purchase of Units will have
paid the full Unit purchase price solely for the Class A ordinary shares included in the Units. If and when the Public Warrants
become redeemable by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not
exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or
qualification. We will use our best efforts to register or qualify such shares under the blue sky laws of the state of residence in
those states in which the warrants were offered by us in the IPO.

 The grant of registration rights to our initial shareholders and holders
of our Private Placement Warrants may make it more difficult to complete our initial Business Combination, and the future exercise of
such rights may adversely affect the market price of our Class A ordinary shares.

 Our initial shareholders and their permitted transferees can demand that
we register their founder shares, after those shares convert to our Class A ordinary shares at the time of our initial Business Combination.
In addition, holders of our Private Placement Warrants and their permitted transferees can demand that we register the Private Placement
Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, and holders of warrants that may be
issued upon conversion of working capital loans, may demand that we register such warrants or the Class A ordinary shares issuable upon
exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant
number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In
addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to conclude. This
is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash
consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares
owned by our initial shareholders, holders of our Private Placement Warrants or holders of our working capital loans or their respective
permitted transferees are registered.

 Provisions
in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A ordinary shares and could entrench management.

 Our
amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that
shareholders may consider to be in their best interests. These provisions include the ability of the Board of Directors to designate
the terms of and issue new series of preference 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.

 If we seek shareholder approval of our initial Business Combination, our
initial shareholders, officers and directors have agreed to vote in favor of such initial Business Combination, regardless of how our
Public Shareholders vote. In addition, our initial shareholders hold substantial interest in us and, as a result, may exert a substantial
influence on actions requiring shareholder vote, potentially in a manner that you do not support.

 Unlike other blank check companies in which the initial shareholders agree
to vote their founder shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial
Business Combination, our initial shareholders, officers and directors have agreed (and their permitted transferees will agree), pursuant
to the terms of a letter agreement entered into with us, to vote any founder shares held by them, as well as any Public Shares purchased
during or after the IPO, in favor of our initial Business Combination. Based on the share ownership of our initial shareholders as of
the date of this Annual Report, we expect that our initial shareholders and their permitted transferees will own at least 47% of our issued
and outstanding ordinary shares at the time of any such shareholder vote. As a result, in addition to our initial shareholders'
founder shares, we would need only 2,111,095, or 18%, of the 6,210,718 Public Shares to be voted in favor of a transaction
(assuming all outstanding shares are voted) in order to have our initial Business Combination approved. Accordingly, if we seek shareholder
approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be
the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our Public Shareholders.

 In addition, as a result of their substantial ownership in our Company, our initial shareholders
may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including
amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. Accordingly,
our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our
initial Business Combination.

 We have the right to extend the Combination Period, on a monthly basis,
up to March 3, 2025 without providing our shareholders a corresponding vote or redemption right provided that our Sponsor or its designee
deposits $140,000 each month into our Trust Account. If we choose not to extend the Combination Period on the month-to-month basis, we
would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our
Public Shareholders may, based on estimates as of December 31, 2023, receive approximately $11.17 per share, or less than such amount
in certain circumstances, and there will be no liquidating distributions with respect to our warrants.

 We initially had until 15 months (or up to 18 months or 21 months, as applicable)
following the effectiveness of the IPO to consummate an initial Business Combination. However, on May 25, 2023, we held the EGM, where
shareholders approved, among other things, an amendment to our amended and restated memorandum and articles of association to extend the
date by which the Company must consummate our initial Business Combination from June 3, 2023 to the Extended Date and to allow us, without
another shareholder vote, by resolution of the Board of Directors, to elect to further extend the Extended Date until up to March 3, 2025.
The extension to the Extended Date required a $420,000 deposit into the Trust Account by the Contributors and the election to further
extend the Extended Date requires us to (i) cause the deposit of $140,000 each month into the Trust Account and (ii) approve the extension
by the resolution of the Board of Directors. Our Board of Directors has discretion to decide if we will not further extend the Combination
Period. We can provide no assurance that our Board of Directors will continue to extend the Combination Period.

 If we have not completed our initial Business Combination within the Combination
Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution
expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. In such case, our Public Shareholders may, based on estimates as of December 31, 2023, receive approximately
$11.17 per share. There will be no liquidating distributions with respect to our warrants. In certain circumstances, our Public Shareholders
may receive less than the currently estimated $11.17 per share on the redemption of their shares. See "- If third parties bring
claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders
may be less than $11.17 per share, which is the estimated per share amount held in our Trust Account as of December 31, 2023 "
and other risk factors herein. This feature is different from some other special purpose acquisition companies, in which any extension
of the company's period to consummate an initial business combination would require a vote of the company's shareholders and
in connection with such vote shareholders would have the right to redeem their Public Shares.

 A
provision of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.

 If:

 (i)

 we
 issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
 of our initial Business Combination at a Newly Issued Price of less than $9.20 per share;

 (ii)

 the
 aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
 for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions),
 and

 (iii)

 the
 Market Value is below $9.20 per share,

 then
the exercise price of the Public Warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of
the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with
a target business.

 Our
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 warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.

 Our
warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will 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 irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.

 Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and
to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of
the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a "foreign action") in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an "enforcement action"), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in the foreign
action as agent for such warrant holder.

 This
choice-of-forum provision may limit a 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 our 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 team.

 We may amend certain agreements related to the IPO without shareholder
approval. We may also amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval
by the holders of at least 50% of the then outstanding Public Warrants.

 Certain agreements, including the underwriting
agreement relating to the IPO, the IMTA between us and Continental Stock Transfer & Trust Company, the letter agreement among us
and our initial shareholders, officers, directors and director nominees, and the registration rights agreement among us and our initial
shareholders, may be amended without shareholder approval. These agreements contain various provisions that our Public Shareholders might
deem to be material. For example, the underwriting agreement related to the IPO contains a covenant that the target company that we acquire
must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement
for the transaction with such target business (excluding the deferred underwriting commissions and taxes payable on the income earned
on the Trust Account) so long as we obtain and maintain a listing for our securities on Nasdaq. While we do not expect our Board of Directors
to approve any amendment to any of these agreements prior to our initial Business Combination, it may be possible that our Board of Directors,
in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement
in connection with the consummation of our initial Business Combination. Any such amendment may have an adverse effect on the value of
an investment in our securities.

 Our Public Warrants have been 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 Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects
the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse
to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend
the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such
amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period
or decrease the number of ordinary shares purchasable upon exercise of a warrant.

 The
Public Warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any
information regarding such other security at this time.

 In certain situations, including if we are not the surviving entity in
our initial Business Combination, the Public Warrants may become exercisable for a security other than the Class A ordinary shares. As
a result, if the surviving company redeems your Public Warrants for securities pursuant to the warrant agreement, you may receive a security
in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required
to use commercially reasonable efforts to register the issuance of the security underlying the Public Warrants within twenty business
days of the closing of an initial Business Combination.

 To the extent our warrants ever become exercisable, we may redeem your
unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

 To the extent our warrants ever become exercisable, we have the ability
to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per
Public Warrant, provided that the last reported sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any
20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the
Public Warrant holders. If and when the Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance
of shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or
we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares under the
blue sky laws of the state of residence in those states in which the Public Warrants were offered by us in the IPO. Redemption of the
outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it
may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish
to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called
for redemption, is likely to be substantially less than the market value of your Public Warrants. None of the Private Placement Warrants
will be redeemable by us.

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

 If we call our Public Warrants for redemption after the redemption criteria
described elsewhere in this Annual Report have been satisfied, our management will have the option to require any holder that wishes to
exercise his or her Public Warrants to do so on a "cashless basis." If our management chooses to require holders to exercise
their Public Warrants on a cashless basis, the number of Class A ordinary shares received by a holder upon exercise will be fewer than
it would have been had such holder exercised his or her warrant for cash. This will have the effect of reducing the potential "upside"
of the holder's investment in our Company.

 Our
warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult
to effectuate our initial Business Combination.

 We have issued Public Warrants to purchase 10,000,000 of our Class A ordinary
shares, at a price of $11.50 per share, as part of the Units sold in our IPO and, simultaneously with the closing of the IPO, we issued
in a private placement an aggregate of 6,666,667 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at
a price of $11.50 per share. Our initial shareholders own an aggregate of 5,502,490 founder shares., which are convertible into Class
A ordinary shares on a one-for-one basis, subject to adjustment as set forth in our amended and restated memorandum and articles of association.
In addition, if our initial shareholders make any working capital loans, up to $1,500,000 of such loans may be converted into warrants,
at the price of $1.50 per warrant at the option of the lender. The Sponsor and its affiliate have entered into the Contribution Notes
in connection with required monthly Contributions into the Trust Account in connection with extensions of the Combination Period. The
Contribution Notes have an aggregate principal amount of up to approximately $2,264,151, and up to $1.5 million of such amount may be
converted into warrants at the option of the Contributors. To the extent we issue Class A ordinary shares to effectuate a Business Combination,
the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion
rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued
and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction.
Therefore, our warrants and founder shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring
the target business.

 If
we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to
wait beyond the Combination Period before redemption from our Trust Account.

 If we are unable to consummate our initial Business Combination within
the Combination Period, we will distribute the aggregate amount then on deposit in the Trust Account (less up to $100,000 of the interest
earned thereon to pay dissolution expenses and net of taxes payable), pro rata to our Public Shareholders by way of redemption and cease
all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of Public Shares from
the Trust Account shall be effected automatically by function of our amended and restated memorandum and articles of association prior
to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount therein, pro rata,
to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable
provisions of the Companies Act. In that case, investors may be forced to wait beyond the Combination Period before the redemption proceeds
of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account.
We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial
Business Combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon our redemption
or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our initial Business Combination.

 GENERAL
RISK FACTORS

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

 Information
regarding performance by, or businesses associated with, our management team and their affiliates is presented for informational purposes
only. Past performance by our management team, including their affiliates' past performance, is not a guarantee either (i) of success
with respect to any Business Combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial
Business Combination. You should not rely on the historical record of our management team and their affiliates as indicative of our future
performance and you may lose all or part of your invested capital. Additionally, in the course of their respective careers, members of
our management team have been involved in businesses and deals that were unsuccessful. Our officers and directors have not had management
experience with blank check companies or special purpose acquisition companies in the past.

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

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

 We
may be a passive foreign investment company, or "PFIC," which could result in adverse U.S. federal income tax consequences
to U.S. investors.

 If
we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares
or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting
requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.
Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be
any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as
a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be
determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, we will endeavor
to provide to a U.S. Holder such information as the Internal Revenue Service ("IRS") may require, including a PFIC annual
information statement, in order to enable the U.S. Holder to make and maintain a "qualified electing fund" election, but
there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect
to our warrants in all cases. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules
to holders of our ordinary shares and warrants.

 We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

 We
are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 internal controls attestation requirements of
Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information
they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that
status earlier, including if the market value of our Class A Shares held by non-affiliates exceeds $700 million as of any June 30 before
that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether
investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less
attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would
be, there may be a less active trading market for our securities and the trading prices of our securities 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, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used. Additionally, we are a "smaller reporting company" as defined in
Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including,
among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last
day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as
of the prior June 30th, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market
value of our ordinary shares held by non- affiliates equals to or exceeds $700 million as of the prior June 30th. 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.

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

 We
are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service
of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against
our directors or officers.

 Our
corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may
be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against
the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are
to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively
limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive
authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of
our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions
in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and
certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman
Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

 We
have been advised by Walkers (Hong Kong), our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to
recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal
securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities
against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as
the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in
the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign
money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a
competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain
conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a
liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the
same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural
justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public
policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 As
a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken
by management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States
company.

 We
may seek acquisition opportunities in foreign countries that are subject to political, economic, and other uncertainties.

 We
may seek acquisitions opportunities that have operations outside the United States. As a result, we could face political and economic
risks and other uncertainties with respect these potential international operations. These risks may include the following, among other
things:

 loss
 of revenue, property, and equipment or delays in operations as a result of hazards such as expropriation, war, piracy, acts of terrorism,
 insurrection, civil unrest, and other political risks, including tension and confrontations among political parties;

 transparency
 issues in general and, more specifically, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti-corruption
 compliance laws and issues;

 increases
 in taxes and governmental royalties;

 unilateral
 renegotiation of contracts by governmental entities;

 redefinition
 of international boundaries or boundary disputes;

 difficulties
 enforcing our rights against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international
 operations;

 difficulties
 enforcing our rights against a governmental agency in the absence of an appropriate and adequate dispute resolution mechanism to
 address contractual disputes, such as international arbitration;

 changes
 in laws and policies governing operations of foreign-based companies;

 foreign-exchange
 restrictions; and

 international
 monetary fluctuations and changes in the relative value of the U.S. dollar as compared to the currencies of other countries in which
 we conduct business.

 Outbreaks
of civil and political unrest and acts of terrorism have occurred in countries in Europe, Africa, South America, and the Middle East,
including countries close to or where we may seek an acquisition. Continued or escalated civil and political unrest and acts of terrorism
in the countries in which we may operate could result in our curtailing operations or delays in project completions. In the event that
countries in which we may operate experience civil or political unrest or acts of terrorism, especially in events where such unrest leads
to an unseating of the established government, our operations could be materially impaired. Our potential international operations may
also be adversely affected, directly or indirectly, by laws, policies, and regulations of the United States affecting foreign trade and
taxation, including U.S. trade sanctions. Realization of any of the factors listed above could materially and adversely affect our financial
condition, results of operations, or cash flows.

 After
our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States and
all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or
their other legal rights.

 It
is possible that after our initial Business Combination, a majority of our directors and officers will reside outside of the United States
and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible,
for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers
or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers
under United States laws.

 Corporate
governance standards in non-US countries may not be as strict or developed as in the United States and such weakness may hide issues
and operational practices that are detrimental to a target business.

 General
corporate governance standards in non-US countries are weaker than those in the United States. This could result in unfavorable related
party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management. Local laws often do not
go far enough to prevent improper business practices. Therefore, shareholders may not be treated impartially and equally as a result
of poor management practices, asset shifting, conglomerate structures that result in preferential treatment to some parts of the overall
company, and cronyism. The lack of transparency and ambiguity in the regulatory process also may result in inadequate credit evaluation
and weakness that may precipitate or encourage financial crisis. In our evaluation of a Business Combination we will have to evaluate
the corporate governance of a target and the business environment, and in accordance with United States laws for reporting companies
take steps to implement practices that will cause compliance with all applicable rules and accounting practices. Notwithstanding these
intended efforts, there may be endemic practices and local laws that could add risk to an investment we ultimately make and that result
in an adverse effect on our operations and financial results.

 If
the government of the country in which we effect our initial Business Combination finds that the agreements we entered into to acquire
control of a target business through contractual arrangements with one or more operating businesses do not comply with local governmental
restrictions on foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could
be subject to significant penalties or be forced to relinquish our interests in those operations.

 Some
countries in Asia currently prohibit and/or restrict foreign ownership in certain "important industries," including technology,
entertainment and others. There are uncertainties under certain regulations whether obtaining a majority interest through contractual
arrangements will comply with regulations prohibiting or restricting foreign ownership in certain industries. In addition, there can
be restrictions on the foreign ownership of businesses that are determined from time to time to be in "important industries"
that may affect the national economic security or those having "famous brand names" or "well-established brand names."

 If
we or any of our potential future target businesses are found to be in violation of any existing or future local laws or regulations
(for example, if we are deemed to be holding equity interests in certain of our affiliated entities in which direct foreign ownership
is prohibited), the relevant regulatory authorities might have the discretion to:

 revoke
 the business and operating licenses of the potential future target business;

 confiscate
 relevant income and impose fines and other penalties;

 discontinue
 or restrict the operations of the potential future target business;

 require
 us or the potential future target business to restructure the relevant ownership structure or operations;

 restrict
 or prohibit our use of the proceeds of the IPO to finance our businesses and operations in the relevant jurisdiction; or

 impose
 conditions or requirements with which we or the potential future target business may not be able to comply.

 If
our management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.

 Following our initial Business Combination, any or all of our management
team could resign from their positions as officers of our Company, and the management of the target business at the time of the Business
Combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management
is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could
be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

 After
our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

 The economic, political and social conditions, as well as government policies,
of the country in which our operations are located could affect our business. We will not pursue or consummate our initial Business Combination
with any entity with its principal business operations in China, Hong Kong or Macau. Economic growth could be uneven, both geographically
and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country's economy
experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease
in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with
which to consummate our initial Business Combination and if we effect our initial Business Combination, the ability of that target business
to become profitable.

 Exchange
rate fluctuations and currency policies may cause a target business' ability to succeed in the international markets to be diminished.

 In
the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent
of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value
of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.
Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business
or, following consummation of our initial Business Combination, our financial condition and results of operations.
Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial Business Combination, the
cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

 Changes
to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations,
interpretations or applications may adversely affect our business, including our ability to negotiate and complete our initial Business Combination.

 We
are subject to laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state
and local governments and applicable non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially
other legal and regulatory requirements, and our consummation of an Initial Business Combination may be contingent upon our ability to
comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional
laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing 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, including our ability to negotiate and complete an Initial Business Combination.
A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,
including our ability to negotiate and complete our Initial Business Combination.

 On
January 24, 2024, the SEC issued final rules (the "2024 SPAC Rules"), effective as of July 1, 2024, that formally adopted some of the SEC's proposed rules for SPACs that were released
on March 30, 2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements in initial public offerings by SPACs
and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable
to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in
SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential
liability of certain participants in proposed business combination transactions; and could impact the extent to which SPACs could become
subject to regulation under the Investment Company Act. The 2024 SPAC Rules may materially adversely affect our business, including
our ability to negotiate and complete, and the costs associated with, our initial Business Combination, and results of operations.

 There
may be tax consequences to our Business Combination that may adversely affect us.

 While we expect to undertake any Business Combination transaction so as
to minimize taxes to us, the target, the acquired business and/or assets, and the respective shareholders of our Company and target, such
Business Combination might not meet the applicable statutory requirements of a tax-free reorganization in all applicable jurisdictions,
or the parties might not obtain the intended tax-free treatment upon a transfer of shares or assets or other Business Combination transaction.
A non-qualifying reorganization could result in the imposition of substantial taxes on us, the target, the acquired business and/or assets,
and the respective shareholders of our Company and target.

 The
new 1% U.S. federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a "covered corporation"
in the future.

 On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the "IR Act"), which, among other things,
generally imposes a 1% U.S. federal excise tax (the "Excise Tax") on certain repurchases of stock by "covered corporations"
(which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e.,
non-U.S.) corporations) occurring on or after January 1, 2023. 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. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the "Treasury") has authority
to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax. On December 27, 2022, the
Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting
of the Excise Tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the Excise Tax are published.
Although such notice clarifies certain aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise Tax
remain unclear, and such interim operating rules are subject to change.

 We are currently not a covered corporation for purposes of the Excise Tax.
If we were to become a covered corporation in the future, whether in connection with the consummation of our Business Combination with
a U.S. company (including if we were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether and to what extent
we would be subject to the Excise Tax on a redemption of our stock would depend on a number of factors, including (i) whether the redemption
is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase
of stock, (iii) the structure of our Business Combination, (iv) the nature and amount of any "PIPE" or other equity issuances
(whether in connection with our Business Combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase
of stock and (v) the content of forthcoming regulations and other guidance from the Treasury. As noted above, the Excise Tax would be
payable by the repurchasing corporation, and not by the redeeming holder, and only limited guidance on the mechanics of any required reporting
and payment of the Excise Tax on which taxpayers may rely have been issued to date. If we were to become a covered corporation in the
future, the per-share redemption amount payable from the Trust Account (including any interest earned on the funds held in the Trust Account)
to our public stockholders in connection with a redemption of our stock is not expected to be reduced by any Excise Tax imposed on us.
The imposition of the Excise Tax on us could, however, cause a reduction in the cash available on hand to complete our Business Combination
and may affect our ability to complete our Business Combination or fund future operations.

 We
may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices
Act could have a material adverse effect on our business.

 We
are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign
governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining
or retaining business. We will have operations, agreements with third parties and make sales in Asia, which may experience corruption.
Our proposed activities in Asia create the risk of unauthorized payments or offers of payments by one of the employees, consultants,
or sales agents of our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards
to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective,
and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations
of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect
our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor
liability FCPA violations committed by companies in which we invest or that we acquire.

 Our
ability to complete a Business Combination with a U.S. target company may be impacted if such Business Combination is subject to U.S.
foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States
("CFIUS"), and ultimately prohibited.

 Our
Business Combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.
For example, CFIUS has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS
is empowered to require mandatory filings related to certain foreign investments, to charge filing fees related to such filings, and
to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties choose not to
file voluntarily. If CFIUS determines that an investment subject to its jurisdiction threatens national security, CFIUS has the power
to impose restrictions on the investment or recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction
to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the
nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

 We are organized in the Cayman Islands. Our Sponsor is a Cayman Islands-organized
entity that is ultimately jointly owned and controlled by four individuals, three of whom are foreign nationals (one Canadian and two
South Korean). As such, an initial business combination with a U.S. business or a foreign business with U.S. operations that we may wish
to pursue may be subject to CFIUS review. If a particular proposed Business Combination with a U.S. business falls within CFIUS's
jurisdiction, the parties may determine that they are required to make a mandatory filing or that they will submit to CFIUS review on
a voluntary basis, or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after closing the
transaction. In such circumstances, CFIUS may decide to delay the proposed Business Combination, require conditions to mitigate national
security concerns with respect to such Business Combination or recommend that the President of the United States block the initial Business
Combination or order us to divest all or a portion of the U.S. business of the combined company, which may limit the attractiveness of,
or delay or prevent us from pursuing, certain target companies that we believe would otherwise be beneficial to us and our shareholders.
In addition, certain types of U.S. businesses may be subject to rules or regulations that limit or impose requirements with respect to
foreign ownership. As a result, the pool of potential targets with which the Company could complete an initial Business Combination may
be impacted, and it may be adversely affected in terms of competing with other special purpose acquisition companies which do not have
similar foreign ownership issues.

 The process of government review, whether by CFIUS or otherwise, could
be lengthy. Because we have only a limited time to complete our Business Combination, our failure to obtain any required approvals within
the requisite time period may require us to liquidate. If we are unable to consummate our Business Combination by the Combination Period,
including as a result of extended regulatory review, we will redeem the Public Shares for a pro rata portion of the funds held in the
Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our Board of Directors, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit
from an investment in a target company and the potential appreciation in value of such investment. There will be no liquidating distributions
from our Trust Account with respect to our warrants.

 We have no operating history and are subject to a mandatory liquidation
and subsequent dissolution requirement if we do not complete our initial Business Combination by the Combination Period. As such, there
is a risk that we will be unable to continue as a going concern if liquidity needs arise or if we do not consummate an initial Business
Combination by the applicable deadline. If we are unable to effect our initial Business Combination by the deadline, we will be forced
to liquidate.

 We are a blank check company, and as we have no operating history and are
subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going
concern if liquidity needs arise or if the Company is unable to complete our initial Business Combination within the Combination Period
and does not further extend such date with the approval of its shareholders or raise additional funds to alleviate such liquidity needs.
Although the Company plans to complete an initial Business Combination within the Combination Period, there can be no assurance that the
Company will be able to consummate an initial Business Combination by such date. If a Business Combination is not consummated by up to
March 3, 2025, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company's management has determined
that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution
raises substantial doubt about the Company's ability to continue as a going concern. Management believes that the Company will not
have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's
officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this Annual
Report. However, the Working Capital Loans, the Sponsor Convertible Promissory Note, and the VP Convertible Promissory Note will provide
additional flexibility to continue our identification and pursuit of potential Business Combination targets. Over this time period, the
Company will be using available funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses,
paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating
the Business Combination.

 If the Company is unable to consummate an initial Business Combination
by the end of the Combination Period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account, less taxes payable
up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will
completely extinguish Public Shareholders' rights as shareholders (including the right to receive further liquidation distributions,
if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our Board of Directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims
of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our warrants if we fail to complete our initial Business Combination within the Combination Period.

 ITEM
IB. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM
1C. CYBERSECURITY.

 As
a blank check company, we have no operations and therefore do not have any operations of our own that face cybersecurity threats. However,
we do depend on the digital technologies of third parties, and as noted in " Item 1A. Risk Factors " of this Annual
Report, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize,
including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or
confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes
of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. Our Board
of Directors oversees risk for our Company, and prior to approving our filings with the SEC, our Board of Directors reviews our risk
factors, including the descriptions of the risks we face from cybersecurity threats, as described in " Item 1A. Risk Factors "
of this Annual Report.

 ITEM
2. PROPERTIES.

 We
currently maintain our executive offices at 4 Orinda Way, Suite 100D, Orinda, California 94563. We consider our current office space
adequate for our current operations.

 ITEM
3. LEGAL PROCEEDINGS.

 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 ORDINARY EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 (a)

 Market
 Information

 Our
Units, Class A ordinary shares and Public Warrants are listed on Nasdaq under the symbols "VMCAU," "VMCA"
and "VMCAW", respectively.

 (b)

 Holders

 As of December 31, 2023, there was one holder of record of our Units, one
holder of record of our Class A ordinary shares, two holders of record of our Class B ordinary shares, and three holders of record of
our warrants, including our Public Warrants and Private Placement Warrants. The number of holders of record does not include a substantially
greater number of "street name" holders or beneficial holders whose Units, Class A ordinary shares and Public Warrants are
held of record by banks, brokers and other financial institutions.

 (c)

 Dividends

 We have not paid any cash dividends on our ordinary shares to date and
do not intend to pay cash dividends prior to the completion of a 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 conditions subsequent to completion of
an initial Business Combination. The payment of any cash dividends subsequent to an initial Business Combination will be within the discretion
of our Board of Directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.

 (d)

 Securities
 Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)

 Stock
 Performance Graph

 Not
required for smaller reporting companies.

 (f)

 Use of Proceeds

 On March 3, 2022, the Company consummated the sale of 20,000,000 Units
in our IPO. On March 4, 2022 the underwriters of the IPO partially exercised their over-allotment option and, in connection therewith,
on March 8, 2022 the Company consummated the issuance and sale of an additional 2,009,963 Units in our IPO. The Units were sold at a price
of $10.00 per Unit, generating gross proceeds at the time of the IPO of $220,099,630. The securities sold in our IPO were registered under
the Securities Act on a registration statement on Form S-1 (File No. 333-262246). The SEC declared the registration statement effective
on February 28, 2022.

 Offering costs for the IPO and the exercise of the underwriters'
over-allotment option amounted to $10,718,994, consisting of $4,000,000 of underwriting fees, net of $2,200,996 reimbursed from the underwriters,
$8,105,480 of deferred underwriting fees payable (which are held in the Trust Account) and $814,510 of other costs. The $8,105,480 of
deferred underwriting fee payable is contingent upon the consummation of a Business Combination, subject to the terms of the underwriting
agreement.

 On October 4, 2021, our Sponsor, purchased an aggregate of 5,750,000 founder
shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.0043 per share (up to 750,000 shares
of which were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised). The
number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding
shares of ordinary shares upon completion of the IPO. Such securities were issued in connection with our organization pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act. Our Sponsor is an accredited investor for purposes of
Rule 501 of Regulation D. As of April 14, 2022, the underwriters' over-allotment option expired, and therefore, the 247,510 remaining
Class B ordinary shares subject to forfeiture were forfeited, resulting in the Sponsor and Valuence Partners LP holding an aggregate of
5,502,490 founder shares.

 In addition, our Sponsor, together with Valuence Partners LP, one of its
affiliates, pursuant to a written agreement, purchased from us an aggregate of 6,666,667 Private Placement Warrants at a price of $1.50
per warrant. This purchase took place on a private placement basis simultaneously with the completion of our IPO. This issuance was made
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 No
underwriting discounts or commissions were paid with respect to such sales of founder shares or Private Placement Warrants.

 Following the closing of the IPO
and sale of Private Placement Warrants, an aggregate of $226,702,619 ($10.30 per Unit) from the net proceeds of the sale of the Units
in the IPO and the Private Placement Warrants was placed 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 " Item 8. Financial Statements and
Supplementary Data " of this Annual Report. 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 under " Cautionary Note Regarding Forward-Looking Statements and Risk Factor
Summary," " Item 1A. Risk Factors " and elsewhere in this Annual Report.

 Overview

 Valuence Merger Corp. I was incorporated in the Cayman Islands on August
27, 2021. The Company was formed for the purpose of entering into a Business Combination.

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

 The Registration Statement for our IPO was declared effective on February
28, 2022. On March 3, 2022, we consummated the sale of 20,000,000 Units. On March 4, 2022 the underwriters of the IPO partially exercised
their Over-Allotment Option and, in connection therewith, on March 8, 2022 we consummated the issuance and sale of an additional 2,009,963
Units. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one Public Warrant. The Units
were sold at a price of $10.00 per Unit, generating gross proceeds of $220,099,630.

 Simultaneously with the closing of the IPO, we consummated the sale of
6,666,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant in a private placement, consisting of 2,666,667
Private Placement Warrants to our Sponsor and 4,000,000 Private Placement Warrants to Valuence Partners LP, generating gross proceeds
of $10,000,000.

with the exercise of the over-allotment, we consummated the Private Placement of an additional 267,995 Private Placement Warrants to
the Sponsor, generating gross proceeds of $401,993.

 Offering
costs for the IPO and the exercise of the underwriters' over-allotment option amounted to $10,718,994, consisting of $4,000,000
of underwriting fees, net of $2,200,996 reimbursed from the underwriters, $8,105,480 of deferred underwriting fees payable (which are
held in the Trust Account) and $814,510 of other costs. The $8,105,480 of deferred underwriting fee payable is contingent
upon the consummation of a Business Combination, subject to the terms of the underwriting agreement.

 Following the closing of the IPO and partial exercise of the over-allotment,
$226,702,619 ($10.30 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed
in the Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund
selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined
by us, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

 In
connection with the extension of the Combination Period, as described below, shareholders holding an aggregate of 15,799,245 Class A
ordinary shares properly exercised their right to redeem their shares for $167,831,206. After the satisfaction of such redemptions,
the balance in our Trust Account was approximately $65.7 million. As of December 31, 2023, the balance in our Trust Account was approximately $69 million.

 We
intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust
Account (less taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or
in part, as consideration to complete our 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 March 1, 2024, the Company entered into the IMTA Amendment. Pursuant
to the IMTA Amendment, Section 1(c) of the IMTA was amended to provide that the trustee may, at the direction of the Company (i) hold
funds uninvested, (ii) hold funds in an interest-bearing or non-interest bearing bank demand deposit account at a U.S. chartered commercial
bank with consolidated assets of $100 billion or more selected by the trustee that is reasonably satisfactory to the Company, or (iii)
invest and reinvest the Property (as defined in the IMTA) in solely United States government securities within the meaning of Section
2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only
in direct U.S. government treasury obligations, as determined by the Company. On the same day, pursuant to the IMTA Amendment, the Company
instructed Continental Stock Transfer and Trust Company to hold the Trust Account in an interest-bearing bank deposit account. As a result,
the remaining proceeds from the IPO and sale of Private Placement Warrants are no longer invested in U.S. government securities or money
market funds. Investing in our securities is not intended for persons who are seeking a return on investments in government securities
or investment securities.

 Extraordinary
General Meeting

 On May 25, 2023, we held the EGM, pursuant to which our shareholders approved
a proposal to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate a Business
Combination from the Initial Combination Period to the Extended Date and to allow us, without another shareholder vote, by resolution
of our Board of Directors, to elect to further extend the Extended Date in one-month increments up to eighteen (18) additional times,
or a total of up to thirty-six (36) months after the IPO, until up to March 3, 2025, the end of the Combination Period. Our shareholders
also approved a proposal to amend our amended and restated memorandum and articles of association to eliminate (i) the limitation that
we may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 and (ii) the limitation
that we shall not consummate a Business Combination unless we have net tangible assets of at least $5,000,001 immediately prior to, or
upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business
Combination. Our shareholders also approved a proposal to provide for the right of a holder of our Class B ordinary shares, to convert
such shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination
at the election of the holder. Under Cayman Islands law, the amendments to our amended and restated memorandum and articles of association
took effect upon approval of the Combination Period. In connection with the EGM, shareholders holding an aggregate of 15,799,245 Class
A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.62 per share,
for an aggregate amount of approximately $167,831,206.

 On each of September 13, 2023, October 3, 2023, November 3, 2023 and December
1, 2023 we caused to be deposited an additional $140,000, for an aggregate total of $560,000, into our Trust Account in connection with
the approval by the Board of Directors of an extension of the date by which we must consummate a Business Combination by an additional
month, extending from September 3, 2023, to January 3, 2024, which comprises of 4 of the 18 potential one-month extensions available to
us. As of the date of this Annual Report, the Company, with the approval by the Board of Directors, extended the Initial Combination Period
to April 3, 2024 and caused to be deposited an aggregate of $980,000 into our Trust Account (including the $560,000 deposited through
December 31, 2023), which comprises of 7 of the 18 potential one-month extensions available to the Company.

 As
previously disclosed, our amended and restated memorandum and articles of association, as amended, provides us the right to extend such
date up to eighteen times for an additional one month each time to up to March 3, 2025, provided that we cause to be deposited the Contribution
in connection with each Additional Extended Date.

 Convertible
Promissory Notes

 On
June 5, 2023, the Company issued the Sponsor Convertible Promissory Note in the principal amount of up to $613,207 to the Sponsor
for working capital requirements and payment of certain expenses in connection the Company's Business Combination. The Sponsor
Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the Business Combination or (ii)
the liquidation of the Company. At any time prior to payment in full of the principal balance of the Sponsor Convertible Promissory
Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into the Conversion Warrants, equal to (x)
the portion of the principal amount of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to
the nearest whole number of warrants. The Sponsor Convertible Promissory Note was accounted for using the bifurcation method and was
determined that the conversion feature had no value and was recorded at par value. As of December 31, 2023, $613,207 is outstanding
under the Sponsor Convertible Promissory Note.

 Also
on June 5, 2023, the Company issued the VP Convertible Promissory Note to Valuence Partners LP, an affiliate of the Sponsor,
pursuant to which the Company may borrow up to an aggregate maximum amount of $1,650,943. The VP Convertible Promissory Note is
non-interest bearing and payable on the earlier of (i) the date of the Business Combination or (ii) the liquidation of the Company.
At any time prior to payment in full of the principal balance of the VP Convertible Promissory Note, Valuence Partners LP may elect
to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share
of the Company, equal to (x) the portion of the principal amount of the VP Convertible Promissory Note being converted, divided by
(y) $1.50, rounded up to the nearest whole number of warrants. The aggregate amount convertible into Conversion Warrants pursuant to
the Sponsor Convertible Promissory Note and the VP Convertible Promissory Note shall not exceed $1,500,000. The VP Convertible
Promissory Note was accounted for using the bifurcation method, and was determined that the conversion feature had no value and was
recorded at par value. As of December 31, 2023, $1,650,941 has been borrowed against VP Convertible Promissory Note.

 Results
of Operations

 As of December 31, 2023, we have not commenced any operations. All activity
through December 31, 2023 relates to our formation and the IPO. We will not generate any operating revenues until after the completion
of a Business Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived
from the IPO placed in the Trust Account.

 For the year ended December 31, 2023, we had a net income of $4,771,471,
which consisted of interest earned on investments held in the Trust Account of $6,163,554, offset by operating costs of $1,392,083.

 For the year ended December 31, 2022, we had a net income of $630,602,
which consisted of interest earned on investments held in the Trust Account of $3,247,370, offset by operating costs of $2,616,768.

 Liquidity
and Capital Resources; Going Concern Consideration

 As
of December 31, 2023, we had cash of $684,816 and a working capital deficit of $3,928,292.

 In connection with the Company's assessment of going concern considerations
in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until up to
March 3, 2025 to consummate a Business Combination or liquidate, provided that we cause to be deposited the Contribution in connection
with each Additional Extended Date. It is uncertain that the Company will be able to consummate a Business Combination by this time. If
a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.
Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential
subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 3, 2025, if we, with
shareholder approval, elect to further extend such deadline. Based on the foregoing, management believes that the Company will not have
sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers
and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this Annual Report. However,
the Working Capital Loans (as defined below), the Sponsor Convertible Promissory Note and the VP Convertible Promissory Note will provide
additional flexibility to continue our identification and pursuit of potential Business Combination targets. Over this time period, the
Company will be using available funds, including those from the Working Capital Loans, for the purpose of paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses,
paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating
the Business Combination.

 Off-Balance
Sheet Financing Arrangements

 We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023. We do not
participate in transactions that create relationships with 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.

 Contractual
Obligations

 Other than the Contribution Notes previously disclosed in this Annual Report,
we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. The underwriters are
entitled to a deferred underwriting commissions of $0.35 per Unit, or $8,105,480 from the closing of the IPO. The deferred fee will become
payable to the underwriters from the amounts held in the Trust Account solely if we complete a Business Combination, subject to the terms
of the underwriting agreement.

 JOBS
Act

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

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

 Critical
Accounting Estimates

 The
preparation of the financial statements in conformity with GAAP requires our 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.

 Ordinary
Shares Subject to Possible Redemption

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

 Warrant
Instruments

 We
account for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments'
specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC
815"). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815,
including whether the instruments are indexed to a company's common shares and whether the instrument holders could potentially
require "net cash settlement" in a circumstance outside of a company's control, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent
quarterly period end date while the instruments are outstanding. Upon review of the warrant agreement, the Company's management
concluded that the Public Warrants and Private Placement Warrants issued pursuant to such warrant agreement qualify for equity accounting
treatment.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 This
information appears following Item 15 of this Annual Report and is included herein by reference.

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

 None.

 ITEM
9A. CONTROLS AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act 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.

 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Accordingly, management believes that the financial statements
included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows
for the period presented.

 Management's
Report on Internal Controls Over Financial Reporting

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

 (1)

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

 (2)

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

 (3)

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

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

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

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION.

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors
and Executive Officers

 Our
directors and executive officers are as follows:

 Name

 Age

 Position

 Sung
 Yoon Woo

 Chief
 Executive Officer and Director

 (Andrew)Hyung

 Chief
 Financial Officer and Director

 Sungsik
 (Sung) Lee

 President

 Dr.
 Gene Young Cho

 Chief
 Operating Officer

 Dr.
 Joong Myung Cho

 Nelson
 Gentiletti

 John
 Kim

 Young
 Min Kim

 Gary
 Wunderlich

 Zhe
 Zhang

 Sung
Yoon Woo has been our Chief Executive Officer and a member of our Board of Directors since our inception. Mr. Woo is an investor
with a strong track record and experience in strategic acquisitions, corporate divestitures, recapitalizations, and growth equity. Mr.
Woo is the Founder and CEO of Credian Partners, a private equity firm based in South Korea. During his 17-year investment career, Mr.
Woo has led over $4 billion in transactions and invested over $3 billion. Prior to founding Credian Partners, Mr. Woo was at Russell
Investments, where he advised the National Pension Service of Korea, the third-largest pension fund in the world by total assets, the
Bank of Korea, and Korea Investment Corporation, a sovereign wealth fund, among other clients on their global portfolio. Prior to Russell
Investments, Mr. Woo was a team head of the private equity arm of Mirae Asset Global Investments, one of the largest asset management
funds in South Korea, where he led various domestic and cross-border transactions. While at Mirae Asset Financial Group ("Mirae
Asset"), Mr. Woo led the acquisition of Acushnet Company, the parent company of Titleist and FootJoy, for $1.2 billion, representing
an internal rate of return of approximately 12.5%. Not only has this transaction won awards in South Korea, but it is also notable as
a key transaction that helped pave the way for the proliferation of private equity transactions in the country. Prior to Mirae Asset,
Mr. Woo was in the investment banking department of KB Kookmin Bank, the largest retail bank in Korea, where he led multiple transactions
with large Korean conglomerates. Mr. Woo received his LL.B. from Yonsei University where he was granted the Buphyun Scholarship and M.B.A.
from Cornell University.

(Andrew) Hyung has been our Chief Financial Officer and a member of our Board of Directors since our inception. Mr. Hyung has
significant experience sourcing, structuring, and executing complex transactions across the sustainability and technology value chain.
Most recently, Mr. Hyung was at Nomura Greentech, a sustainable technology and infrastructure investment bank, responsible for executing
multiple M&A transactions and origination efforts within the energy transition and clean technology sectors. He executed multiple
de-SPAC transactions and was part of the SPAC coverage team that was responsible for completing approximately a quarter of all sustainability-related
SPAC business combinations and de-SPAC transactions. Prior to Nomura Greentech, Mr. Hyung was at Deutsche Bank, where he focused on origination
and execution of M&A, debt and equity financing across the technology, media, and telecommunications sectors. Mr. Hyung received
his B.A. from University of Toronto and M.B.A. from Cornell University.

 Sungsik
(Sung) Lee has been our President since our inception. Mr. Lee brings extensive experience in investment banking, venture capital,
and corporate development, with a proven track record of sourcing and executing M&A, strategic investment, and financing transactions.
Most recently, Mr. Lee led cross-border M&A and strategic investments across the broad sustainability-focused areas at the Global
Development Group of SK, the third-largest conglomerate in Korea with more than 100 affiliates over diverse sectors including energy,
ICT, and life sciences. Prior to SK, Mr. Lee was at SunTrust Robinson Humphrey, where he advised many publicly traded industrial companies
on M&A and capital market transactions. Before joining SunTrust, Mr. Lee was at Progress Partners, a media and technology-focused
investment banking firm, where he executed M&A and financing projects for early-to-mid-stage clients and managed three investment
funds at Progress Ventures, its affiliated venture capital arm. Mr. Lee received his B.A. from Hanyang University and M.B.A. from Cornell
University.

 Dr.
Gene Young Cho has been our Chief Operating Officer since our inception. Dr. Gene Young Cho brings leadership and experience
in business operations and life sciences. Currently, he is the Executive Director of CG Pharmaceuticals, Inc., the U.S. subsidiary of
CrystalGenomics. In this role, Dr. Cho is focused on developing growth strategies as well as providing strategic planning and management
of the operations and expansion of CG Pharmaceuticals. Previously, Dr. Cho worked as a life sciences consultant at L.E.K. Consulting,
working with clients in biopharmaceuticals, contract services, medical devices, healthcare services, HCIT, digital health, and AI. Some
of his specific experiences include working on large-scale M&A transactions of leading biopharmaceuticals or healthcare service companies,
supporting target identification for acquisition, implementing pipeline development strategies, and optimizing governance structures
of fast-growing biotech companies. He also brings strong experience in the Asian markets through his professional network focused around
supporting emerging technologies and startups. Dr. Cho received his B.S. in bioengineering at U.C. Berkeley, Ph. D. from the NYU School
of Medicine in biomedical imaging and completed his post-doc at Memorial Sloan Kettering focusing on breast cancer imaging. Dr. Cho is
also the author of over 10 publications in journals and several conference abstracts during his time as a researcher. He is the son of
our director nominee, Dr. Joong Myung Cho.

 Dr.
Joong Myung Cho, has been one of our directors since March 2022, is the Founder, Chairman and Chief Executive Officer of CrystalGenomics
and has over 35 years of experience in the biopharmaceuticals industry from R&D to commercialization of novel drugs and is a global
leading life sciences expert. Dr. Cho has previously served as the Executive Senior Vice President and Director of R&D Biotech Research
Institute at LG Life Sciences (formerly LG Chem). During his tenure, the biopharmaceutical institute at LG became one of the leading
life science companies in the world, growing from just a few research scientists to several hundred employees. He has successfully introduced
10 different recombinant products such as growth hormones of human, bovine, and porcine, hepatitis B vaccine, interferon alpha and gamma,
granulocyte-macrophage colony-stimulating factor and sargramostim, erythropoietin, among others. Moreover, four drug candidates were
out-licensed to multinational pharmaceutical companies under his supervision, with one gaining approval from the U.S. Food and Drug Administration
(FDA). On the basis of such achievements, Dr. Cho has received many awards and acted as a member of several government committees. Dr.
Cho received his Ph. D. from the University of Houston and worked as a post-doctorate fellow at the Baylor College of Medicine. Dr. Cho
is an author of more than 80 publications, including a cover-page publication in Nature magazine, and has more than 200 filed patents.
Dr. Joong Myung Cho is the father of our Chief Operating Officer, Dr. Gene Young Cho.

 Nelson
Gentiletti, has been one of our directors since March 2022, brings extensive experience in finance, M&A, operations, sustainability
business strategy, and global business development throughout his career as a seasoned Chief Financial Officer and C-suite executive
at both publicly traded and privately held companies. Mr. Gentiletti most recently retired from Loop Industries, Inc. (NASDAQ: LOOP),
a company dedicated to the sustainable management and recycling of polyethylene terephthalate (PET) plastics and polyester fibers, where
he was the Chief Financial and Chief Operating Officer until 2021. Prior to this, Mr. Gentiletti was the Chief Financial and Development
Officer of Transcontinental Inc. (TSX: TCL.A, TCL.B), a packaging and printing company, from November 2001 to December 2018; various
operation roles from 2005 to 2011 including the Chief Operating Officer (2009-2011) and the Chief Financial Officer (2002-3004) at Transat
AT. Inc. (TSX: TRZ), an integrated international tourism company, from August 2002 to September 2011; the Chief Financial Officer at
BCE Emergis Inc., a TSX-listed e-commerce information technology company, from April 2001 to July 2002; and the Chief Financial Officer
at Unican Security Systems, a TSX-listed company providing mechanical and electronic access control products, from September 1997 to
March 2001. Mr. Gentiletti also sits on two public company boards: Cascades Inc. (TSX: CAS) since 2019 and Transcontinental Inc. (TSX:
TCL) since 2021. In addition, Mr. Gentiletti is a member of the Advisory Committee at the John Molson School of Business at Concordia
University. Mr. Gentiletti is also a Member of the Ordre des comptables professionnels agr s du Qu bec (Qu bec
CPA Order). Mr. Gentiletti received a Graduate Diploma in Public Accountancy from McGill University and a B.Com degree from Concordia
University.

 John
Kim, has been one of our directors since March 2022, is a Co-Founder and Managing Partner of Datavest Partners, a private equity
firm focused on digital consumer, e-commerce, and marketing businesses. Prior to co-founding Datavest Partners, Mr. Kim was a Managing
Director at H.I.G. Capital for 18 years leading technology buyouts and investments. He served on the boards of e-commerce brands including
Cuyana, Lulu's Fashion Lounge Holdings, Inc. (NASDAQ: LVLU), Parachute Home, and SCUF Gaming as well as digital marketing companies
such as SpotX and Triad Retail Media. Prior to H.I.G., Mr. Kim spent 10 years in various leadership and operating roles at technology,
e-commerce, software, and consulting companies, including a co-founder, interim CEO and Director position at Cooligy; a COO position
at an e-commerce portal; a General Manager position at a semiconductor equipment manufacturer. Mr. Kim began his career at Booz, Allen
& Hamilton where he consulted on operations strategy to Fortune 500 companies. Mr. Kim received a M.S. and a B.S. with Phi Beta Kappa
honors in Industrial Engineering from Stanford University and an M.B.A. with distinction from Harvard Business School.

 Young
Min Kim, has been one of our directors since March 2022, has served in various high-ranking positions for the government of South
Korea for over 35 years. Between 2015 and 2018, Mr. Kim was the CEO of Korea Resources Corporation ("KORES"), a government-owned
energy and natural resources company dedicated to overseas resources development to provide strategic minerals to the Korean industry.
Prior to leading KORES, Mr. Kim was the Commissioner of the Korean Intellectual Property Office, the patent and intellectual property
office responsible for processing and disseminating information relating to South Korean patent applications, trademark applications,
and design applications. Previously, Mr. Kim held multiple executive roles at the Ministry of Trade, Industry and Energy of South Korea,
including SME and startup policy, foreign investment support, and trade cooperation policy. Mr. Kim received a B.A. in Public Administration
from Kyungpook National University and an M.A. in Political Science from University of Wisconsin-Madison.

 Gary
Wunderlich, has been one of our directors since March 2022, is a Co-Founder and Managing Partner of Live Oak Merchant Partners,
a merchant bank providing capital and advisory services to middle market companies across a wide range of industries. From January 2020
to December 2020, Mr. Wunderlich served as the President and the Chief Financial Officer of Live Oak Acquisition Corp. (NYSE: LOAK),
which completed its business combination with Meredian Holdings Group, Inc., a Georgia corporation d/b/a Danimer Scientific (NYSE: DNMR)
on December 29, 2020. From August 2020 to October 2021, Mr. Wunderlich also served as the President and the Chief Financial Officer of
Live Oak Acquisition Corp. II (NYSE: LOKB) and is a director of Navitas Semiconductors (NASDAQ: NVTS), which completed its business combination
with Live Oak Acquisition Corp. II on October 20, 2021. Since January 2021, Mr. Wunderlich has served as President and Chief Financial
Officer of Live Oak Mobility Acquisition Corp. (NYSE: LOKM) and Live Oak Crestview Climate Acquisition Corp (NYSE: LOCC) blank check
companies, which consummated their initial public offerings of $253,000,000 in March 2021 and $200,000,000 in October 2021, respectively.
Live Oak Mobility Acquisition Corp. and Live Oak Crestview Climate Acquisition Corp are currently seeking to consummate an initial business
combination. Prior to co-founding Live Oak Merchant Partners, Mr. Wunderlich was the founder and CEO of Wunderlich Securities, Inc.,
a full-service investment banking and brokerage firm. Under his leadership Wunderlich Securities, Inc. grew from a virtual start-up into
a full-service investment banking firm with over 400 employees and over $10 billion of client assets under management. In 2017, Mr. Wunderlich
helped lead the merger of Wunderlich Securities, Inc. into B. Riley Financial, Inc. (NASDAQ: RILY). Following the merger, Mr. Wunderlich
served as a director of B. Riley Financial, Inc. and as CEO of Wunderlich Securities, Inc. (rebranded B. Riley Wealth) until November
2018. Mr. Wunderlich has also been consistently involved in securities industry organizations throughout his career. From 2016 to 2018
Mr. Wunderlich was a member of the Securities Industry and Financial Markets Association's ("SIFMA") National Board
of Directors. He was also a founding board member of the American Securities Association from its inception in 2016 until 2018. Mr. Wunderlich
also served in various capacities with the Financial Industry Regulatory Authority (FINRA) including serving on the National Advisory
Board, serving on the District 5 Committee as both a Member and Chairman, and serving as a Member of the National Membership Council.
Since March 2020, Mr. Wunderlich has served as a board member of America's Lift Chair, LLC, a medical equipment supplier. Since
2005, Mr. Wunderlich has been a member of the Young Presidents' Organization and participates in the Family Business, Family Office,
Financial Services and Entrepreneurship and Innovation Networks. He was inducted into the Society of Entrepreneurs in 2014 and has served
as a Director since 2016. He is also the Managing Member of Eighty Park Avenue Partners LLC, a family investment vehicle. Mr. Wunderlich
received a B.A.in Economics from the University of Virginia and an M.B.A. from the University of Memphis.

 Dr.
Zhe Zhang, has been one of our directors since March 2022, is the CEO of Still Waters Green Technology Limited ("Still
Waters"), an asset management company based in London, specializing in the development and management of renewable energy and power
generation assets. Prior to Still Waters, Mr. Zhang served as an independent director of TKK Symphony Acquisition Corporation from 2018
to 2020. Since May 2013, Dr. Zhang has been a Founding Partner of SIFT Capital, an asset manager licensed by the Securities and Futures
Commission (SFC) of Hong Kong and China Securities Regulatory Commission (CSRC). From January 2000 to April 2013, Dr. Zhang was an Executive
Director at Goldman Sachs Beijing, where he was a member of the Supervisory Board of Goldman's Beijing Office and led multiple
overseas acquisitions by Chinese state-owned enterprises and listed companies. Before entering the private sector, Dr. Zhang had spent
14 years with the Ministry of Commerce of the People's Republic of China, including some time as a diplomat stationed in Europe.
Dr. Zhang currently sits on the board of China Oxford Scholarship Fund and is involved in the process for scholarship awardee selection
every year. Dr. Zhang holds a Ph. D. degree from China University of International Business and Economics, Master degrees from both Peking
University (LL.M.) and Oxford University (Magister Juris), and a B.A. degree from Shanghai Institute of Foreign Trade.

 Number
and Terms of Office of Officers and Directors

 Our Board of Directors consists of eight members. Holders of our founder
shares have the right to appoint all of our directors prior to consummation of our initial Business Combination and holders of our Public
Shares do not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum
and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general
meeting. Each of our directors holds office for a two-year term. Subject to any other special rights applicable to the shareholders, any
vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting
of our Board of Directors or by a majority of the holders of our founder shares.

 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 amended and restated memorandum and
articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provides that our officers
may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries,
Treasurer and such other offices as may be determined by the Board of Directors.

Independence

 The rules of Nasdaq require that a majority of our Board of Directors be
independent within one year of our IPO. An "independent director" is defined generally as a person who, in the opinion of
the company's board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder
or officer of an organization that has a relationship with the company). Our Board of Directors has determined that Dr. Joong Myung Cho,
Nelson Gentiletti, John Kim, Young Min Kim, Gary Wunderlich and Dr. Zhe Zhang are independent directors as defined in Nasdaq listing standards
and under applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are
present.

 Board
Committees

 Audit
Committee

 We
have established an audit committee of the Board of Directors. Messrs. Gentiletti, Wunderlich and Kim serve as the members of the audit
committee, and Mr. Gentiletti chairs the audit committee Our audit committee is entirely composed of independent directors meeting Nasdaq's
additional requirements applicable to members of the audit committee.

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

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

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

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

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

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

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

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

 Nominating
and Corporate Governance Committee

 We
have established a nominating and corporate governance committee. The members of our nominating and corporate governance are John Kim,
Nelson Gentiletti and Dr. Zhe Zhang. John Kim serves as chair of the nominating and corporate governance committee. John Kim, Nelson
Gentiletti and Dr. Zhe Zhang meet the independent director standard under Nasdaq listing standards applicable to members of the nominating
and corporate governance committee.

 The
primary purposes of our nominating and corporate governance committee are to assist the Board of Directors in:

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

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

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

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

 The
nominating and corporate governance committee is governed by a charter that complies with the rules of Nasdaq. Our shareholders that
wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our memorandum and articles
of association and the charter of the nominating and corporate governance committee.

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

 Compensation
Committee

 We
have established a compensation committee of the Board of Directors. Messrs. Gary Wunderlich, Dr. Joong Myung Cho and Young Min Kim serve
as members of our compensation committee, and Gary Wunderlich chairs the compensation committee. Under Nasdaq listing standards and
applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom are independent. Gary Wunderlich,
Dr. Joong Myung Cho and Young Min Kim meet the independent director standard under Nasdaq listing standards applicable to members of
the compensation committee.

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

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

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

 on an annual basis our executive compensation policies and plans;

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

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

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

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

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

 Notwithstanding
the foregoing, as indicated above, no compensation of any kind, including finders, consulting, or other similar fees, will be paid to
any of our existing shareholders, officers, directors, or any of their respective affiliates, prior to, or for any services they render
in order to effectuate the consummation of an initial Business Combination.

 Accordingly,
it is likely that prior to the consummation of an initial Business Combination, the compensation committee will only be responsible for
the review and recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination.

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

 Code
of Ethics

 We
have adopted a code of ethics applicable to our directors, officers and employees ("Code of Ethics"). A copy of the Code
of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions
of our Code of Ethics in a Current Report on Form 8-K.

 ITEM
11. EXECUTIVE COMPENSATION.

 None of our officers or directors have received any cash compensation for
services rendered to us. We may elect to make payment of customary fees to members of our Board of Directors for director service. In
addition, our Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors,
or our or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust
Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place
governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities
on our behalf in connection with identifying and consummating an initial Business Combination. Other than these payments and reimbursements,
no compensation of any kind, including finder's and consulting fees, will be paid by the Company to our Sponsor, officers and directors,
or any of their respective affiliates, prior to completion of our initial Business Combination.

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

 Any compensation to be paid to our officers will be determined, or recommended
to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our Board of Directors.

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

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

 The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report,
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 11,713,208 ordinary shares outstanding as of the date of this Annual Report, of which 6,210,718 were Class
A ordinary shares and 5,502,490 were Class B ordinary shares. 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.

 Name
 and Address of Beneficial Owner (1)

 Number
 of Class A Ordinary Shares Beneficially Owned

 Percentage
 of Outstanding Class A Ordinary Shares

 Number
 of Class B Ordinary Shares Beneficially Owned

 Percentage
 of Outstanding Class B Ordinary Shares

 Percentage
 of Combined Voting Power

 Sung
 Yoon Woo

 -

 -

 -

 -

 -

 (Andrew) Hyung

 -

 -

 -

 -

 -

 Sungsik
 (Sung) Lee

 -

 -

 -

 -

 -

 Dr.
 Gene Young Cho

 -

 -

 -

 -

 -

 Dr.
 Joong Myung Cho

 -

 -

 -

 -

 -

 Nelson
 Gentiletti

 -

 -

 -

 -

 -

 John
 Kim

 -

 -

 -

 -

 -

 Young
 Min Kim

 -

 -

 -

 -

 -

 Gary
 Wunderlich

 -

 -

 -

 -

 -

 Dr.
 Zhe Zhang

 -

 -

 -

 -

 -

 All
 executive officers and directors as a group (10 individuals)

 -

 -

 5,502,290

 %

 VMCA
 Sponsor, LLC (2)(3)

 -

 -

 5,502,490

 %

 %

 Glazer
 Capital, LLC (4)

 700,530

 11.3
 %

 -

 -

 5.98
 %

 Westchester
 Capital Management, LLC (5)

 617,365

 9.9
 %

 -

 -

 5.27
 %

 First
 Trust Merger Arbitrage Fund (6)

 614,861

 9.9
 %

 -

 -

 5.25
 %

 (1)
 Unless
 otherwise noted, the business address of each of our shareholders listed is c/o Valuence
 Merger Corp. I, 4 Orinda Way, Suite 100D, Orinda, California, 94563.

 (2)
 Interests
 shown consist solely of founder shares, classified as Class B ordinary shares. Such shares are convertible into Class A ordinary
 shares at the option of the holder at any time and from time to time and will automatically convert into Class A ordinary shares
 concurrently with or immediately following the consummation of our initial Business Combination, in each case on a one-for-one basis, subject to
 adjustment.

 (3)
 VMCA
 Sponsor, LLC, our Sponsor, is the record holder of 4,302,290 of the shares reported herein
 and the other 1,200,000 shares reported herein are held of record by Valuence Partners LP.
 VMCA Sponsor, LLC is the sole general partner of Valuence Partners LP and has voting and
 investment discretion with respect to the securities held of record by Valuence Partners
 LP. VMCA Sponsor, LLC is governed and controlled by its co-managing members, Credian Partners,
 Inc., which Sung Yoon Woo is the sole shareholder, Sungwoo (Andrew) Hyung, Sungsik (Sung)
 Lee, and Gene Young Cho. Each co-managing member has the powers, rights, obligations and
 liabilities of a manager pursuant to the Limited Liability Companies Act of the Cayman Islands.
 Under the so-called "rule of three," if voting and dispositive decisions regarding
 an entity's securities are made by two or more individuals, and a voting and dispositive
 decision requires the approval of a majority of those individuals, none of the individuals
 is deemed a beneficial owner of the entity's securities. This is the situation with
 regard to VMCA Sponsor, LLC. Based on the foregoing, no director exercises voting or dispositive
 control over any of the securities held by VMCA Sponsor, LLC. Accordingly, none of them are
 deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt,
 each has expressly disclaimed any such beneficial interest to the extent of any pecuniary
 interest he may have therein, directly or indirectly. Each of our officers, directors and
 advisors is, directly or indirectly, a member of our Sponsor.

 (4)
 According
 to a Schedule 13G filed by such persons as a group with the SEC on July 10, 2023, each of
 (i) Glazer Capital, LLC; and Mr. Paul J. Glazer, share voting and dispositive power and may
 be deemed the beneficial owner of 700,530 Class A ordinary shares reported above. The business
 address for this stockholder is 250 West 55 th Street, Suite 30A, New York, New
 York 10019.

 (5)
 According
 to a Schedule 13G filed by such persons as a group with the SEC on February 6, 2024, each
 of (i) Westchester Capital Management, LLC; Virtus Investment Advisers, Inc.; and The Merger
 Fund, share voting and dispositive power and may be deemed the beneficial owner of 592,094
 Class A ordinary shares and Westchester Capital Management, LLC has sole voting and dispositive
 power and may be deemed the beneficial owner of 25,271 Class A ordinary shares. The business
 address for Westchester Capital Management, LLC, Virtus Investment Advisers, Inc. and The
 Merger Fund are 100 Summit Drive, Valhalla, NY 10595, One Financial Plaza, Hartford, CT 06103
 and 101 Munson Street, Greenfield, MA 01301-9683, respectively.

 (6)
 According
 to a Schedule 13G filed by such persons as a group with the SEC on February 14, 2024, each
 of (i) First Trust Merger Arbitrage Fund; (ii) First Trust Capital Management L.P.; (iii)
 First Trust Capital Solutions L.P.; and (iv) FTCS Sub GP LLC share voting and dispositive
 power and may be deemed the beneficial owner of 614,861 Class A ordinary shares. The principal
 business address for First Trust Merger Arbitrage Fund is 235 West Galena Street, Milwaukee,
 WI 53212. The principal business address for First Trust Capital Management L.P.; First Trust
 Capital Solutions L.P.; and FTCS Sub GP LLC is 225 W. Wacker Drive, 21st Floor, Chicago,
 IL 60606.

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

 Founder

 The founder shares are identical to the Public Shares, and holders of founder
shares have the same shareholder rights as Public Shareholders, except that (i) holders of the founder shares have the right to vote on
the appointment of our directors prior to our initial Business Combination, (ii) the founder shares are subject to certain transfer restrictions,
as described in more detail below, and (iii) our initial shareholders, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed (A) to waive their redemption rights with respect to their founder shares and Public Shares in
connection with the completion of our initial Business Combination and (B) to waive their rights to liquidating distributions from the
Trust Account with respect to their founder shares if we fail to complete our initial Business Combination within the Combination Period,
although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail
to complete our initial Business Combination within such time period and (iv) the founder shares will automatically convert into Class
A ordinary shares at the time of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject
to adjustment pursuant to certain anti-dilution rights, as described herein and in our amended and restated memorandum and articles of
association. Our initial shareholders have agreed that, subject to applicable law, neither of our initial shareholders will vote its founder
shares to change the size of our Board of Directors or, without the other's consent, with respect to appointment of directors. If
we submit our initial Business Combination to our Public Shareholders for a vote, our initial shareholders, officers and directors have
agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder
shares held by them and any Public Shares purchased during or after the IPO in favor of our initial Business Combination. As a result,
in addition to our initial shareholders' founder shares, we would need only 2,111,095, or 18%, of the 6,210,718 Public Shares outstanding
as of the date of this Annual Report to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have
our initial Business Combination approved.

 The Class B ordinary shares will automatically convert into Class A ordinary
shares at the time of our initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated
memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or
deemed issued in excess of the amounts sold in the IPO and related to the closing of the Business Combination, the ratio at which Class
B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding
Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the
number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum
of all ordinary shares outstanding upon completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or
deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to
any seller in the initial Business Combination and any private placement-equivalent warrants issued to our initial shareholders or their
affiliates upon conversion of loans made to us). Holders of founder shares may also elect to convert their Class B ordinary shares into
an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term "equity-linked securities"
refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a
financing transaction in connection with our initial Business Combination, including but not limited to a private placement of equity
or debt. Securities could be "deemed issued" for purposes of the conversion adjustment if such shares are issuable upon the
conversion or exercise of convertible securities, warrants or similar securities.

 With certain limited exceptions, the founder shares are not transferable,
assignable or salable (except to our officers and directors and other persons or entities affiliated with our initial shareholders, each
of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial Business
Combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of the Class A ordinary shares equal or
exceed $12.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
Business Combination, or (y) the date following the completion of our initial Business Combination on which we complete a liquidation,
merger, capital stock or share exchange, reorganization or other similar transaction that results in all of our Public Shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property.

 Private
Placement Warrants

with the closing of the Initial Public Offering, the Sponsor, together with Valuence Partners LP, an investment fund affiliated with
the Sponsor, purchased an aggregate of 6,666,667 Private Placement Warrants, consisting of 2,666,667 Private Placement Warrants to the
Sponsor and 4,000,000 Private Placement Warrants to Valuence Partners LP, at a price of $1.50 per Private Placement Warrant, for an aggregate
purchase price of $10,000,000. On March 8, 2022, in connection with the underwriters' election to partially exercise their over-allotment
option, the Company sold an additional 267,995 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant,
generating gross proceeds of $401,993. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants were added to the proceeds
from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination
Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject
to the requirements of applicable law). There will be no liquidating distributions with respect to the Private
Placement Warrants.

 The Private Placement Warrants are identical to the Public Warrants except
that the Private Placement Warrants, so long as they are held by our Sponsor or its permitted transferees, (i) are not redeemable by us,
(except in certain circumstances) (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject
to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business
Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. The Private Placement
Warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred,
assigned or sold by the holder.

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the
proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside
the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the
Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the
post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

 On June 5, 2023, the Company issued the Sponsor Convertible Promissory
Note in the principal amount of up to $613,207 to the Sponsor for working capital requirements and payment of certain expenses in connection
the Company's Business Combination. The Sponsor Convertible Promissory Note is non-interest bearing and payable on the earlier of
(i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal
balance of the Sponsor Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance
into the Conversion Warrants, equal to (x) the portion of the principal amount of the Sponsor Convertible Promissory Note being converted,
divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Sponsor Convertible Promissory Note was accounted for using
the bifurcation method and was determined that the conversion feature had no value and was recorded at par value. As of December 31, 2023,
$613,207 is outstanding under the Sponsor Convertible Promissory Note.

 Also
on June 5, 2023, the Company issued the VP Convertible Promissory Note to Valuence Partners LP, an affiliate of the Sponsor,
pursuant to which the Company may borrow up to an aggregate maximum amount of $1,650,943. The VP Convertible Promissory Note is
non-interest bearing and payable on the earlier of (i) the date of the Business Combination or (ii) the winding up of the Company.
At any time prior to payment in full of the principal balance of the VP Convertible Promissory Note, Valuence Partners LP may elect
to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one Class A Share
of the Company, equal to (x) the portion of the principal amount of the VP Convertible Promissory Note being converted, divided by
(y) $1.50, rounded up to the nearest whole number of warrants. The aggregate amount convertible into Conversion Warrants pursuant to
the Sponsor Convertible Promissory Note and the VP Convertible Promissory Note shall not exceed $1,500,000. The VP Convertible
Promissory Note was accounted for using the bifurcation method, and was determined that the conversion feature had no value and was
recorded at par value. As of December 31, 2023, $1,650,941 has been borrowed against VP Convertible Promissory Note.

 Registration
Rights

 The
holders of the founder shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans
(and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion
of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities
will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the
holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion
of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions
resulting from delays in registering the Company's securities. The Company will bear the expenses incurred in connection with the
filing of any such registration statements.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 The firm of WithumSmith+Brown, PC ("Withum") acts as our independent
registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.

 Audit
Fees. During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately
$98,800 and $111,030, respectively, for the services Withum performed in connection with our Initial Public Offering, quarterly filings
and the audit of our December 31, 2023 and 2022 financial statements included in this Annual Report.

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

 Tax
Fees. We did not pay Withum for tax services, planning or advice for the year ended December 31, 2023 and 2022.

 All
Other Fees. We paid Withum $25,750 for Phase II IPO services for the year ended December 31, 2022.

 Pre-Approval
Policy

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

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

 (1)
 Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

 Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 to F-18

 (2)
 Statement Schedules:

 None.

 (3)
 Exhibits

 Exhibit
 Number

 Description

 1.1

 Underwriting Agreement, dated as of February 28, 2022, between the Company and SVB Securities LLC (Incorporated by reference to the corresponding exhibit to the Company's Current Report on Form 8-K filed with the SEC on March 8, 2022).

 3.1

 Amended and Restated Memorandum and Articles of Association (Incorporated by reference to the corresponding exhibit to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022).

 3.2

 Certificate of Amendment to the Amended and Restated Memorandum and Articles of Association of Valuence Merger Corp. I. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 1, 2023).

 3.3

 Certificate of Amendment to the Amended and Restated Memorandum and Articles of Association of Valuence Merger Corp. I. (Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on June 1, 2023).

 3.4

 Certificate of Amendment to the Amended and Restated Memorandum and Articles of Association of Valuence Merger Corp. I. (Incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed with the SEC on June 1, 2023).

 4.1

 Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit to the Company's Registration Statement on Form S-l/A (File No. 333-262246), filed with the SEC on February 18, 2022).

 4.2

 Specimen
 Class A Ordinary Share Certificate (Incorporated by reference to the corresponding exhibit to the Company's Registration
 Statement on Form S-l/A (File No. 333-262246), filed with the SEC on February 18, 2022).

 4.3

 Specimen Warrant Certificate (Incorporated by reference to the corresponding exhibit to the Company's Registration Statement on Form S-l/A (File No. 333-262246), filed with the SEC on February 18, 2022).

 4.4

 Warrant Agreement, dated February 28, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2023).

 4.6

 Private Placement Warrants Purchase Agreement, dated February 28, 2022, between the Company and the Sponsor (Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022).

 4.7

 Private Placement Warrants Purchase Agreement, dated February 28, 2022, between the Company and Valuence Partners L.P. (Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022).

 4.8

 Description of Securities (Incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K, filed with the SEC on March 31, 2023).

 10.1

 Letter Agreement, dated February 28, 2022, by and among the Company, its officers, its directors, the Sponsor and Valuence Partners LP (Incorporated by reference to the corresponding exhibit to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022).

 10.2

 Investment Management Trust Agreement, dated February 28, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to the corresponding exhibit to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2022).

 10.3

 Amendment No. 1 to Investment Management Trust Agreement, dated March 1, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on March 5, 2024).

 10.4

 Registration Rights Agreement, dated February 28, 2022, by and among the
Company, VMCA Sponsor, LLC and the other holders party thereto (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q, filed with the SEC on August 15, 2022).

 10.5

 Convertible Promissory Note, dated June 5, 2023, by and between the Company
and VMCA Sponsor, LLC (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC
on June 9, 2023).

 10.6

 Convertible Promissory Note, dated June 5, 2023, by and between the Company
and Valuence Partners LP (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the
SEC on June 9, 2023).

 10.7

 Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-l/A (File No. 333-262246), filed with the SEC on February 18, 2022).

 24.1

 Power of Attorney (included on signature pages herein).

 31.1*

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

 31.2*

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

 32.1**

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

 32.2**

 Certification of Chief 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*

 Valuence Merger Corp. I. Policy for the Recovery of Erroneously Awarded Compensation

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 104*

 Cover

 *

 Filed
 herewith.

 **
 Furnished
 herewith.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
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.

 Date:

 By:

 /s/
 Sung Yoon Woo

 Name:

 Sung
 Yoon Woo

 Title:

 Chief
 Executive Officer and Director

 POWER
OF ATTORNEY

 The
undersigned directors and officers of Valuence Merger Corp. I hereby constitute and appoint each of Sung Yoon Woo and Sungwoo (Andrew)
Hyung, with the power to act without the others and with full power of substitution and resubstitution, our hue 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.

 Pursuant
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/
 Sung Yoon Woo

 Chief
 Executive Officer and Director

 Sung
 Yoon Woo

 (Principal
 Executive Officer)

 /s/
 Sungwoo (Andrew) Hyung

 Chief
 Financial Officer and Director

 (Andrew) Hyung

 (Principal
 Financial and Accounting Officer)

 /s/
 Dr. Joong Myung Cho

 Dr.
 Joong Myung Cho

 /s/
 Nelson Gentiletti

 Nelson
 Gentiletti

 /s/
 John Kim

 John
 Kim

 /s/
 Young Min Kim

 Young
 Min Kim

 /s/
 Gary Wunderlich

 Gary
 Wunderlich

 /s/
 Zhe Zhang

 Zhe
 Zhang

TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

 Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 to F-18

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and the Board of Directors of

Valuence Merger Corp. I

 Opinion
on the Financial Statements

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

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business
combination by March 3, 2025 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition
and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 /s/
 WithumSmith+Brown, PC

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

 New
York, New York

 PCAOB
ID Number 100

 F- 2

 BALANCE
SHEETS

 2023

 2022

 December
 31,

 2023

 2022

 ASSETS

 Current
 assets

 Cash

 $
 684,816

 $
 319,201

 Prepaid
 expenses

 78,070

 522,444

 Total
 current assets

 762,886

 841,645

 Deferred
 offering costs

 —

 —

 Investments
 and cash held in Trust Account

 69,402,338

 229,949,989

 TOTAL
 ASSETS

 $
 70,165,224

 $
 230,791,634

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

 Current
 liabilities

 Accrued
 expenses and accounts payable

 $
 2,228,645

 $
 1,989,469

 Accrued
 offering costs

 —

 70,000

 Advance
 from related party

 198,384

 198,384

 Working
 Capital Loans

 613,207

 —

 Convertible
 note - related party

 1,650,941

 —

 Total
 current liabilities

 4,691,177

 2,257,853

 Deferred
 underwriting fees

 8,105,480

 8,105,480

 TOTAL
 LIABILITIES

 12,796,658

 10,363,333

 Commitments
 and Contingencies

 -

 -

 Class
 A ordinary shares subject to possible redemption, $ 0.0001
 par value; 6,210,718
 and 22,009,963
 shares at redemption value of $ 11.15
 and $ 10.45 per
 share at December 31, 2023 and 2022, respectively

 69,262,338

 229,949,989

 SHAREHOLDERS'
 DEFICIT

 Preference
 shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2023 and 2022

 —

 —

 Class
 A ordinary shares, $ 0.0001 par value; 180,000,000 shares authorized; none issued or outstanding (excluding 6,210,718 and 22,009,963
 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

 —

 —

 Class
 B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 5,502,490 shares issued and outstanding as of December 31, 2023
 and 2022

 Common
 stock value

 Additional
 paid-in capital

 —

 —

 Accumulated
 deficit

 ( 11,894,322
)

 ( 9,522,238
)

 TOTAL
 SHAREHOLDERS' DEFICIT

 ( 11,893,772
)

 ( 9,521,688
)

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

 $
 70,165,224

 $
 230,791,634

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

 F- 3

 STATEMENTS
OF OPERATIONS

 2023

 2022

 For
 the Year Ended December 31,

 2023

 2022

 General and administrative expenses

 $
 1,392,083

 $
 2,616,768

 Loss
 from operations

 ( 1,392,083
)

 ( 2,616,768
)

 Other
 income:

 Interest
 earned on investments and cash held in Trust Account

 6,163,554

 3,247,370

 Total
 other income

 6,163,554

 3,247,370

 Net
 income

 $
 4,771,471

 $
 630,602

 Basic
 and diluted weighted average shares outstanding, Class A ordinary shares

 12,833,415

 18,243,751

 Basic
 and diluted net income per share, Class A ordinary shares

 $
 0.26

 $
 0.03

 Basic
 and diluted weighted average shares outstanding, Class B ordinary shares

 5,410,253

 Basic
 and diluted net income per share, Class B ordinary shares

 $
 0.26

 $
 0.03

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

 F- 4

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
THE YEAR ENDED DECEMBER 31, 2023 AND 2022

 Amount

 Capital

 Deficit

 Deficit

 Class
 B
 Ordinary

 Additional
 Paid-in

 Accumulated

 Total
 Shareholders'

 Amount

 Capital

 Deficit

 Deficit

 — December 31, 2021

 5,750,000

 24,425

 ( 9,930
)

 ( 15,070
)

 Sale
 of 6,934,662 Private Placement Warrants

 —

 —

 10,401,993

 —

 10,401,993

 Fair
 value of public warrants, net of transaction costs

 —

 —

 5,942,690

 —

 5,942,690

 Forfeiture
 of Founder Shares

 ( 247,509
)

 ( 25
)

 —

 —

 Allocated
 value of transaction costs to Class A ordinary shares

 —

 —

 ( 325,177
)

 —

 ( 325,177
)

 Accretion
 of Class A ordinary shares subject to possible redemption

 —

 —

 ( 16,043,931
)

 ( 10,142,935
)

 ( 26,186,866
)

 Net
 income

 —

 —

 —

 630,602

 630,602

 — December 31, 2022

 —

 ( 9,522,238
)

 ( 9,521,688
)

 —

 ( 9,522,238
)

 ( 9,521,688
)

 Accretion
 of Class A ordinary shares subject to possible redemption

 —

 —

 —

 ( 7,143,555
)

 ( 7,143,555
)

 Net
 income

 —

 —

 —

 4,771,471

 4,771,471

 — December 31, 2023

 $

 $
 —

 $
 ( 11,894,322
)

 $
 ( 11,893,772
)

 $

 $
 —

 $
 ( 11,894,322
)

 $
 ( 11,893,772
)

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

 F- 5

 STATEMENTS
OF CASH FLOWS

 2023

 2022

 For
 the Year Ended December 31,

 2023

 2022

 Cash
 Flows from Operating Activities:

 Net
 income

 $
 4,771,471

 $
 630,602

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

 Interest
 earned on investments and cash held in Trust Account

 ( 6,163,554
)

 ( 3,247,370
)

 Changes
 in operating assets and liabilities:

 Prepaid
 expenses

 444,374

 ( 522,444
)

 Accrued
 expenses and accounts payable

 239,176

 1,989,469

 Net
 cash used in operating activities

 ( 708,533
)

 ( 1,149,743
)

 Cash
 Flows from Investing Activities:

 Investment
 of cash into Trust Account

 ( 1,120,000
)

 ( 226,702,620
)

 Cash
 withdrawn from Trust Account in connection with redemption

 167,831,206

 —

 Net
 cash provided by (used in) investing activities

 166,711,206

 ( 226,702,620
)

 Cash
 Flows from Financing Activities:

 from sale of units, net of underwriting discounts paid

 —

 218,300,626

 from sale of Private Placement Warrants

 —

 10,401,993

 from promissory note – related party

 —

 198,007

 Repayment
 of promissory note – related party

 —

 ( 300,000
)

 from convertible promissory note

 1,650,941

 —

 from convertible promissory note - related party

 613,207

 —

 Payment
 of offering costs

 ( 70,000
)

 ( 607,760
)

 of ordinary shares

 ( 167,831,206
)

 —

 Net
 cash (used in) provided by financing activities

 ( 165,637,058
)

 227,992,866

 Net
 Change in Cash

 365,615

 140,503

 Cash
 – Beginning of period

 319,201

 178,698

 Cash
 – End of period

 $
 684,816

 $
 319,201

 Non-cash
 investing and financing activities:

 Offering
 costs included in accrued offering costs

 $
 —

 $
 70,000

 Deferred
 underwriting fee payable

 $
 —

 $
 8,105,480

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

 F- 6

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2023

 NOTE
1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 Valuence
Merger Corp. I (the "Company") is a blank check company incorporated as a Cayman Islands exempted company on August 27, 2021.
The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (a "Business Combination").

 The
Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. However, the Company intends
to concentrate its efforts in identifying a potential business combination partner that is based in Asia (excluding China, Hong Kong
and Macau) and who is developing breakthrough technology in life sciences and/or advancing a platform for sustainable technology. The
Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.

 As
of December 31, 2023, the Company had not commenced any operations. All activity for the period from August 27, 2021 (inception) through
December 31, 2023 relates to the Company's formation, the initial public offering ("Initial Public Offering"), and
subsequent to the Initial Public Offering, identifying a target company for a Business Combination, which is described below. The Company
will not generate any operating revenues until after the completion of a 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 for the Company's Initial Public Offering was declared effective on February 28, 2022. On March 3,
2022, the Company consummated the Initial Public Offering of 20,000,000
units (the "Units" and, with respect to the Class A ordinary shares, par value $ 0.0001
per share (the "Class A ordinary shares"), included in the Units being offered, the "Public Shares"). Each
Unit consists of one of the Company's Class A ordinary shares, par value $ 0.001 per share (the "Class A ordinary
shares") and one-half of one redeemable warrant (the "Public Warrants"), with each Public Warrant entitling the
holder thereof to purchase one Class A ordinary share for an initial exercise price of $ 11.50 per share. The Units were sold at a
price of $ 10.00
per Unit, generating gross proceeds of $ 200,000,000,
which is described in Note 3.

with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,666,667 warrants (each, a "Private
Placement Warrant" and, collectively, the "Private Placement Warrants") at a price of $ 1.50 per Private Placement Warrant
in a private placement, consisting of 2,666,667 Private Placement Warrants sold to VMCA Sponsor, LLC (f/k/a Valuence Capital, LLC) (the
"Sponsor") and 4,000,000 Private Placement Warrants sold to Valuence Partners LP, an investment fund affiliated with the
Company's Sponsor generating gross proceeds of $ 10,000,000, which is described in Note 4.

 Following
the closing of the Initial Public Offering on March 3, 2022, an amount of $ 206,000,000 ($ 10.30 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the "Trust
Account"), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less, or in any open-ended investment
company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as determined
by the Company, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust
Account to the Company's shareholders, as described below. As further described below, on March 1, 2024, pursuant
to the IMTA Amendment (as defined below), the Company instructed Continental Stock Transfer and Trust Company to hold the initial gross
proceeds of the IPO into a bank deposit account.

 On
March 8, 2022, the underwriters partially exercised their over-allotment option, resulting in an additional 2,009,963 Units issued for
an aggregate amount of $ 20,099,630. In connection with the underwriters' partial exercise of their over-allotment option, the Company
also consummated the sale of an additional 267,995 Private Placement Warrants at $ 1.50 per Private Placement Warrant, generating total
proceeds of $ 401,993. A total of $ 20,702,619 ($ 10.30 per Unit) was deposited into the Trust Account, bringing the aggregate proceeds
deposited in the Trust Account to $ 226,702,619.

 Transaction
costs amounted to $ 10,718,994, consisting of $ 4,000,000 of underwriting fees, net of $ 2,200,996 reimbursed from the underwriters (see
Note 6), $ 8,105,480 of deferred underwriting fees and $ 814,510 of other offering costs.

 Prior to the consummation of the Initial Public Offering, on October 4,
2021, the Sponsor paid $ 25,000 to cover certain offering costs of the Company in consideration for 5,750,000 Class B ordinary shares,
par value $ 0.0001 per share (the "Class B ordinary shares" or the "founder shares"). The founder shares included
an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters' over-allotment
option was exercised, so that the number of founder shares would equal, on an as-converted basis, approximately 20 % of the Company's
issued and outstanding ordinary shares after the Initial Public Offering (assuming each of the Sponsor and Valuence Partners LP did not
purchase any Public Shares in the Initial Public Offering). Simultaneously with the closing of the Initial Public Offering, the Sponsor
transferred 1,200,000 founder shares to Valuence Partners LP, an investment fund affiliated with the Sponsor. As a result of the underwriters'
election to partially exercise their over-allotment option 247,510 Class B ordinary shares were forfeited, resulting in the Sponsor and
Valuence Partners LP holding an aggregate of 5,502,490 founder shares.

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below)
(excluding the amount of any deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust
Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more
of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act.

 F- 7

 The
Company will provide the holders of the Public Shares (the "Public Shareholders") with the opportunity to redeem all or
a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The
Public Shareholders will be entitled to redeem their Public Shares, for a per share redemption price payable in cash equal to the
aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business
Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding
Public Shares. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be
reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no
redemption rights upon the completion of a Business Combination with respect to the Company's warrants.

 On
May 25, 2023, the Company held an extraordinary general meeting of shareholders (the "EGM"), where shareholders
approved, among other things, an amendment to the Company's memorandum and articles of association to extend the date by which
the Company must consummate a Business Combination from June 3, 2023 (the "Initial Combination Period") to September 3,
2023 (the "Extended Date") and to allow the Company, without another shareholder vote, by resolution of the Board of
Directors of the Company (the "Board of Directors"), to elect to further extend the Extended Date in one-month
increments up to eighteen (18) additional times, or a total of up to thirty-six (36) months (each, an "Additional Extended
Date") after the IPO, until up to March 3, 2025 (the "Combination Period"). The
Company's shareholders also approved a proposal to amend the Company's memorandum and articles of association to
eliminate (i) the limitation that the Company may not redeem Public Shares in an amount that would cause the Company's net
tangible assets to be less than $ 5,000,001
and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of
at least $ 5,000,001
immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the
agreement relating to, such business combination. The Company's shareholders also approved a proposal to provide for the right
of a holder of the Company's Class B ordinary shares to convert such shares into Class A ordinary shares on a one-for-one
basis at any time and from time to time prior to the closing of a Business Combination at the election of the holder.

 In
connection with the approval of an amendment to the Company's memorandum and articles of association to extend the Initial Business
Combination Period, the Sponsor or its designees is required deposit into the Trust Account as a loan (a "Contribution" and
the Sponsor or its designee making such Contribution, a "Contributor"), with respect to the initial extension to the Extended Date, $ 420,000, and with respect to each subsequent extension
to an Additional Extended Date, one business day following the public announcement
by the Company disclosing that the Board of Directors has determined to extend the date by which the Company must consummate a business
combination for an additional month, with respect to the extension to each such Additional Extended Date, an amount equal to $ 140,000,
in accordance with the Combination Period (each date on which a Contribution is to be deposited into the Trust Account, a "Contribution
Date"). The maximum aggregate amount of Contributions
will be $ 2,940,000.
The Contributions were evidenced by two non-interest bearing, unsecured convertible promissory notes to the Contributor (the "Contribution
Notes") and will be repayable by the Company upon (i) consummation of a Business Combination and (ii) the date of the liquidation
of the Company (the "Maturity Date"). Such loans may be converted into warrants of the post-business combination entity,
which shall have terms identical to the Private Placement Warrants at the option of the Contributors. If the Company does not consummate
a business combination by the Combination Period, any such promissory notes will be repaid only
from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Company has consummated a
business combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will
terminate.

 As
of the date of this Annual Report, the Company, with the approval by the Board of Directors, extended the Initial Combination Period
to April 3, 2024 and caused to be deposited an additional $ 980,000
into the Company's Trust Account.

 On June 5, 2023, the Company issued a promissory note (the "Sponsor
Convertible Promissory Note") in the principal amount of up to $ 613,208 to the Sponsor for working capital requirements and payment
of certain expenses in connection the Company's Business Combination. The Sponsor Convertible Promissory Note is non-interest bearing
and payable on the earlier of (i) the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment
in full of the principal balance of the Sponsor Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the
unpaid principal balance into that number of warrants, each exercisable for one Class A Share of the Company (the "Conversion Warrants"),
equal to (x) the portion of the principal amount of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded
up to the nearest whole number of warrants. The Sponsor Convertible Promissory Note was accounted for using the bifurcation method and
was determined that the conversion feature had no value and was recorded at par value. As of December 31, 2023, $ 613,208 is outstanding
under the Sponsor Convertible Promissory Note.

 Also
on June 5, 2023, the Company issued an unsecured convertible promissory note to Valuence Partners LP, an affiliate of the Sponsor
(the "VP Convertible Promissory Note"), pursuant to which the Company may borrow up to an aggregate maximum amount of
$ 1,650,943.
The VP Convertible Promissory Note is non-interest bearing and payable on the earlier of (i)
the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal
balance of the VP Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal
balance into that number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the
principal amount of the VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number
of warrants. The aggregate amount convertible into Conversion Warrants pursuant to the Sponsor Convertible Promissory Note
and the VP Convertible Promissory Note shall not exceed $ 1,500,000.
The VP Convertible Promissory Note was accounted for using the bifurcation method, and was determined that the conversion feature
had no value and was recorded at par value. As of December 31, 2023, $ 1,650,941
has been borrowed against VP Convertible Promissory Note.

 On
June 14, 2023, the Listing Qualifications Department of the Nasdaq Stock Market, LLC ("Nasdaq") notified the Company that the Company was not in compliance with Nasdaq's minimum $ 1,000,000 aggregate market
value of warrants requirement set forth in Listing Rule 5452(b)(C). Based on Nasdaq's further review and materials submitted by
the Company to Nasdaq on July 19, 2023 and August 23, 2023, Nasdaq granted the Company an extension to December 11, 2023 to regain compliance
with Listing Rule 5452(b)(C).

 On March 1, 2024, the Company entered into amendment no. 1 (the "IMTA
Amendment") to the Investment Management Trust Agreement (the "IMTA") with Continental Stock Transfer & Trust Company,
as trustee. Pursuant to the IMTA Amendment, Section 1(c) of the IMTA was amended to provide that the trustee may, at the direction of
the Company (i) hold funds uninvested, (ii) hold funds in an interest-bearing or non-interest bearing bank demand deposit account at a
U.S. chartered commercial bank with consolidated assets of $ 100 billion or more selected by the trustee that is reasonably satisfactory
to the Company, or (iii) invest and reinvest the Property (as defined in the IMTA) in solely United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting
the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor
rule), which invest only in direct U.S. government treasury obligations, as determined by the Company. Pursuant to the IMTA Amendment,
the Company instructed Continental Stock Transfer and Trust Company to hold the initial gross proceeds of the IPO into a bank deposit
account.

 F- 8

 If
a shareholder vote is not required in connection with a Business Combination and the Company does not decide to hold a shareholder vote
for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct
the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"), and file tender offer
documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a
Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Company's
shares prior to the Initial Public Offering (the "Initial Shareholders") have agreed to vote its Founder Shares (as defined
in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.
Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether
they vote for or against a proposed Business Combination.

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

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

 On
each of September 13, 2023, October 3, 2023, November 3, 2023 and December 1, 2023 the Company caused to be deposited an additional $ 140,000,
for a total of $ 560,000, into the Company's Trust Account in connection with the approval by the Board of Directors of an extension of the date by which we
must consummate a Business Combination by an additional month, extending from September 3, 2023, to January 3, 2024, which comprises
of 4 of the 18 potential one-month extensions available to us.

 Subsequent
to the reporting date on these financial statements, on each of January 1, 2024, February 1, 2024 and March 1, 2024, the Company caused
to be deposited an additional $ 140,000 into the Company's Trust Account on each date, in connection with each subsequent approval
by the Board of Directors of an extension of the date by which the Company has to consummate an initial business combination by an additional month
on each deposit date, from January 3, 2024 to April 3, 2024, which comprises of 7 of the 18 potential one-month extensions available
to the Company.

 As
previously disclosed, our amended and restated memorandum and articles of association, as amended, provides the Company the right to
extend such date up to eighteen times for an additional one month each time to up to March 3, 2025, provided that the Company cause to
be deposited the Contribution in connection with each Additional Extended Date.

 The
Initial Shareholders have agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder
Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial
Shareholders or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions
from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does
not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price
per Unit ($ 10.00).

 F- 9

 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than the Company's independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality, or other similar agreement
for a Business Combination, reduce
the amount of funds in the Trust Account to below the lesser of (1) $ 10.00 per Public Share and (2) such lesser amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each
case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a
third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the
Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable
against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will
seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers (other than the Company's independent registered public accounting firm), prospective target
businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account.

 Liquidity
and Going Concern

 As
of December 31, 2023, the Company had cash of $ 684,816, and a working capital deficit of $ 3,928,292.

 Based
on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity from the Sponsor
or an affiliate of the Sponsor, or certain of the Company's officers and directors to meet its needs through the earlier of the
consummation of a Business Combination or one year from this filing. However, the Working Capital Loans, the Sponsor Convertible Promissory
Note and the VP Convertible Promissory Note, as defined in Note 5, will provide additional flexibility to continue the identification
and pursuit of potential business combination targets. Over this time period, the Company will be using available funds, including those
from the Working Capital Loans, for the purpose of paying existing accounts payable, identifying and evaluating prospective Business
Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target
business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 In
connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standards Board
("FASB") Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern," the Company has until March 3, 2025, if the Company, without shareholder approval, elects
to further extend such deadline, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a
Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and
subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business
Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as
a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate
after March 3, 2025, if the Company, without shareholder approval, elects to further extend such deadline.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP") and pursuant to the accounting and disclosure rules and regulations
of the SEC.

 Emerging
Growth Company

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

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

 F- 10

 Use
of Estimates

 The
preparation of the financial statements in conformity with 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

 As
of December 31, 2023 and 2022, the Company had cash of $ 684,816 and $ 319,201, respectively. The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December
31, 2023 and 2022.

 Cash
and Investments Held in Trust Account

 At
December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested
primarily in U.S. Treasury securities. All of the Company's investments held in the Trust Account are classified as trading securities.
Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting
from the change in fair value of investments held in Trust Account are included in interest earned on investments held in Trust Account
in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available
market information.

 Offering
Costs

 The
Company complies with the requirements of the Accounting Standards Codification ("ASC") 340-10-S99-1 and SEC Staff Accounting
Bulletin ("SAB") Topic 5A — "Expenses of Offering". Offering costs consist of legal, accounting, underwriting
fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering
costs were charged to temporary equity and permanent equity based on relative fair values, upon the completion of the Initial Public
Offering.

 Warrant
Instruments

 The
Company accounts for the 17,939,643 warrants issued in connection with the Initial Public Offering and Over-Allotment as either equity-classified
or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance
in FASB ASC 480, "Distinguishing Liabilities from Equity" ("ASC 480"), and ASC 815, "Derivatives and Hedging"
("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company's own ordinary shares and whether the warrant holders could potentially
require "net cash settlement" in a circumstance outside of the Company's control, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of
each subsequent quarterly period end date while the warrants are outstanding.

 For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of issuance costs of temporary equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for
equity classification, the warrant issuance costs are required to be recorded at their initial fair value on the date of issuance, and
each balance sheet date thereafter. The fair value of the Public Warrants has been estimated using its quoted market price as of December
31, 2023. As the Company's warrants meet the criteria for equity classification, the Company has accounted for the warrants as
equity classified.

 F- 11

 Class
A ordinary shares Subject to Possible Redemption

 The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing
Liabilities from Equity." Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control)
are classified in temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's
Public Shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence
of uncertain future events. Accordingly, at December 31, 2023 and 2022, the Public Shares are presented at redemption value as temporary
equity, outside of the shareholders' deficit section of the Company's balance sheets.

 In
connection with the EGM, shareholders holding 15,799,245 Class A ordinary shares exercised their right to redeem their shares for a pro
rata portion of the funds in the Trust Account. As a result, approximately $ 167.8 million (approximately $ 10.62 per ordinary share) was
removed from the Trust Account to pay such holders and approximately $ 65.7 million remained in the Trust Account. Following redemptions,
the Company had 6,210,718 Class A ordinary shares outstanding.

 The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary
shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if
it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable Class A ordinary shares
are affected by charges against additional paid-in capital and accumulated deficit.

 At
December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:

 SCHEDULE OF ORDINARY CLASS OF SHARES

 Gross
 proceeds

 $
 220,099,630

 Less:

 allocated to Public Warrants

 ( 5,942,690
)

 Class
 A ordinary shares issuance costs

 ( 10,393,817
)

 Plus:

 Accretion
 of Class A ordinary shares subject to possible redemption

 26,186,866

 Class
 A ordinary shares subject to possible redemption, at redemption value, December 31, 2022

 229,949,989

 Less:

 of shares

 ( 167,831,206
)

 Plus:

 Accretion
 of Class A ordinary shares subject to possible redemption

 7,143,555

 Class
 A ordinary shares subject to possible redemption, at redemption value, December 31, 2023

 $
 69,262,338

 Income
Taxes

 ASC
Topic 740, "Income Taxes," prescribes a recognition threshold and a measurement attribute for the financial statement recognition
and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more likely than not to be sustained upon examination by taxing authorities. The Company's management determined that the Cayman
Islands is the Company's major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued
for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.

 The
Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not
subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax
provision was zero for the periods presented. The Company's management does not expect that the total amount of unrecognized tax
benefits will materially change over the next twelve months.

 Net
Income per Ordinary Share

 The
Company complies with accounting and ordinary disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net income
per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The
Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and
losses are shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely
outcome, in which case, both classes of ordinary shares share pro rata in the loss of the Company. Accretion associated with the redeemable
shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

 F- 12

 The
calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial
Public Offering, and (ii) the private placement, since the exercise of the warrants is contingent upon the occurrence of future events.
The warrants are exercisable to purchase 17,939,643 Class A ordinary shares in the aggregate. As of December 31, 2023 and 2022, the Company
did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then
share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary
share for the periods presented.

 The
following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

 SCHEDULE OF NET LOSS PER COMMON SHARE

 Class
 A

 Class
 B

 Class
 A

 Class
 B

 For
 the Year Ended
 December 31,

 2023

 2022

 Class
 A

 Class
 B

 Class
 A

 Class
 B

 Basic
 and diluted net income per ordinary share

 Numerator:

 Allocation
 of net income, as adjusted

 $
 3,339,582

 $
 1,431,889

 $
 486,368

 $
 144,234

 Denominator:

 Basic
 and diluted weighted average shares outstanding

 12,833,415

 18,243,751

 5,410,253

 Basic
 and diluted net income per ordinary share

 $
 0.26

 $
 0.26

 $
 0.03

 $
 0.03

 Concentration
of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000. Any loss incurred or a lack
of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and
cash flows.

 Fair
Value of Financial Instruments

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

 Recent
Accounting Standards

 In
August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an
Entity's Own Equity" ("ASU 2020-06"), which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts
to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early
adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results
of operations or cash flows. The Company has not adopted this guidance as of December 31, 2023.

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

 NOTE
3 - PUBLIC OFFERING

 Pursuant
to the Initial Public Offering, the Company sold 22,009,963 Units, inclusive of 2,009,963 Units sold to the underwriters on March 8,
2022, upon the underwriters' election to partially exercise their over-allotment option, at a purchase price of $ 10.00 per Unit.
Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant ("Public Warrant"). Each whole Public
Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per whole share (see Note 7).

 F- 13

 NOTE
4 - PRIVATE PLACEMENT

with the closing of the Initial Public Offering, the Sponsor, together with Valuence Partners LP, an investment fund affiliated with
the Sponsor, purchased an aggregate of 6,666,667 Private Placement Warrants, consisting of 2,666,667 Private Placement Warrants to VMCA
Sponsor, LLC (f/k/a Valuence Capital, LLC) (the "Sponsor") and 4,000,000 Private Placement Warrants to Valuence Partners
LP, at a price of $ 1.50 per Private Placement Warrant, for an aggregate purchase price of $ 10,000,000. On March 8, 2022, in connection
with the underwriters' election to partially exercise their over-allotment option, the Company sold an additional 267,995 Private
Placement Warrants to the Sponsor, at a price of $ 1.50 per Private Placement Warrant, generating gross proceeds of $ 401,993. Each Private
Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note
7). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in
the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale
of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law). There will be no liquidating distributions with respect to the Private
Placement Warrants.

 NOTE
5 - RELATED PARTY TRANSACTIONS

 Founder

 On
October 4, 2021, the Sponsor paid $ 25,000 to cover certain offering costs of the Company in consideration for 5,750,000 Class B ordinary
shares (the "Founder Shares"). The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture
depending on the extent to which the underwriters' over-allotment option was exercised, so that the number of Founder Shares would
equal, on an as-converted basis, approximately 20 % of the Company's issued and outstanding ordinary shares after the Initial Public
Offering (assuming each of the Sponsor and Valuence Partners LP did not purchase any Public Shares in the Initial Public Offering). Simultaneously
with the closing of the Initial Public Offering, the Sponsor transferred 1,200,000 Founder Shares to Valuence Partners LP, an investment
fund affiliated with the Sponsor. As a result of the underwriters' election to partially exercise their over-allotment option on
March 8, 2022, a total of 502,490 Founder Shares were no longer subject to forfeiture and up to 247,510 shares of Class B ordinary shares
remained subject to forfeiture. As of April 14, 2022, the underwriters' over-allotment option expired, and therefore, the 247,510
remaining Class B ordinary shares subject to forfeiture were forfeited, resulting in the Sponsor and Valuence Partners LP holding
an aggregate of 5,502,490 Founder Shares.

 Each
of the Sponsor and Valuence Partners LP has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder
Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination,
(x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share
exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property.

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the
proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside
the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the
Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender's discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the
post-Business Combination entity at a price of $ 1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

 F- 14

 On
June 5, 2023, the Company issued a promissory note (the "Sponsor Convertible Promissory Note") in the principal amount of
up to $ 613,208 to the Sponsor for working capital requirements and payment of certain expenses in connection the Company's Business
Combination. The Sponsor Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the Business
Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Sponsor Convertible
Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into the Conversion Warrants, equal
to (x) the portion of the principal amount of the Sponsor Convertible Promissory Note being converted, divided by (y) $1.50, rounded
up to the nearest whole number of warrants. The Sponsor Convertible Promissory Note was accounted for using the bifurcation method and
was determined that the conversion feature had no value and was recorded at par value. As of December 31, 2023, $ 613,208 is outstanding
under the Sponsor Convertible Promissory Note.

 Also
on June 5, 2023, the Company issued an unsecured convertible promissory note to Valuence Partners LP, an affiliate of the Sponsor
(the "VP Convertible Promissory Note"), pursuant to which the Company may borrow up to an aggregate maximum amount of
$ 1,650,943.
The VP Convertible Promissory Note is non-interest bearing and payable on the earlier of (i)
the date of the Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal
balance of the VP Convertible Promissory Note, Valuence Partners LP may elect to convert all or any portion of the unpaid principal
balance into that number of warrants, each exercisable for one Class A Share of the Company, equal to (x) the portion of the
principal amount of the VP Convertible Promissory Note being converted, divided by (y) $1.50, rounded up to the nearest whole number
of warrants. The aggregate amount convertible into Conversion Warrants pursuant to the Sponsor Convertible Promissory Note
and the VP Convertible Promissory Note shall not exceed $ 1,500,000.
The VP Convertible Promissory Note was accounted for using the bifurcation method, and was determined that the conversion feature
had no value and was recorded at par value. As of December 31, 2023, $ 1,650,941
has been borrowed against VP Convertible Promissory Note.

 Advance
from Related Party

 On
March 7, 2022, in connection with the unexercised Over-Allotment options, Carnegie Park Capital agreed for the Company to retain the
residual $ 198,384 in the form of an advance to be repaid by the earlier of December 3, 2023, or the Business Combination. At December
31, 2023 and 2022, advance from related parties totaled $ 198,384.

 NOTE
6 - COMMITMENTS AND CONTINGENCIES

 Risks
and Uncertainties

 Management
continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the
virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target
company, the specific impact is not readily determinable as of the date of these financial statements. These financial statements
does not include any adjustments that might result from the outcome of this uncertainty.

 Management
continues to evaluate the impact of ongoing geopolitical instability events, including the Russia-Ukraine conflict and the Israel-Hamas
conflict. As a result of the Russia-Ukraine conflict, various nations, including the United States, have instituted economic sanctions
against the Russian Federation and Belarus. Further, the impact of the Russia-Ukraine conflict, Israel-Hamas conflict and related sanctions
on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's
financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

 Registration
Rights

 Pursuant
to a registration rights agreement entered into on February 28, 2022, the holders of the Founder Shares, Private Placement Warrants and
any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise
of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration
rights. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company
register such securities. In addition, the holders have certain "piggyback" registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating
damages or other cash settlement provisions resulting from delays in registering the Company's securities. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.

 Underwriting
Agreement

 The
Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial
Public Offering price, less the underwriting discounts and commissions. As a result of the underwriters' election to partially
exercise the over-allotment option, on March 8, 2022, to purchase an additional 2,009,963 Units, a total 990,037 Units remained available
for purchase at a price of $ 10.00 per Public Share. As of April 14, 2022, the remaining Units fully expired.

 F- 15

 As
a result of the underwriters' election to partially exercise their over-allotment option on March 8, 2022, the underwriters are
entitled to a deferred fee of $ 8,105,480. The deferred fee will become payable to the underwriters from the amounts held in the Trust
Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

 Placement
Agreement

 On
November 12, 2022, the Company entered into a Placement Agreement with SVB Securities LLC ("SVB Securities"), Robert W. Baird
& Co. Incorporated ("Baird") and BMO Capital Markets Corp. ("BMO" and, together with SVB Securities and Baird,
the "Placement Agents" and each a "Placement Agent"), to act on behalf of the Company.

 NOTE
7 - SHAREHOLDERS' DEFICIT

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

 Class
A ordinary shares - The Company is authorized to issue 180,000,000 Class A ordinary shares, with a par value of
$ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2023 and 2022, there were
 6,210,718 and 22,009,963 Class A ordinary shares issued and outstanding, which are presented in temporary equity, respectively.

 Class
B ordinary shares - The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of
$ 0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2023 and 2022, there
were 5,502,490 Class B ordinary shares issued and outstanding. The founder shares included an aggregate of up to 750,000 shares subject
to forfeiture if the over-allotment option is not exercised by the underwriters in full. On March 8, 2022, the underwriters partially
exercised their over-allotment option resulting in 502,490 Class B ordinary shares no longer subject to forfeiture. On April 14, 2022,
the over-allotment option expired, and 247,510 Class B ordinary shares were forfeited.

 Holders
of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote
of shareholders, except as required by law.

 The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the
option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares
will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding
upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in
relation to the consummation of a Business Combination, excluding any forward purchases securities and Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business
Combination and any Private Placement Warrants issued to the Sponsor, its affiliates, Valuence Partners LP or any member of the Company's
management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary
shares at a rate of less than one to one.

 Warrants -
At December 31, 2023 and 2022, there were 11,004,981 Public Warrants and 6,934,662 Private Placement Warrants outstanding and no Public
Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares.
No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of
(a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public
Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

 The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares
underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations
with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will
not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class

 F- 16

 A
ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of
the state of residence of the registered holder of the warrants.

 The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts
to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed,
as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not
listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1)
of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a "cashless
basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be
required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class
A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have
failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section
3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.

of warrants when the price per Class A ordinary share equals or exceeds $ 18.00. Once the warrants become exercisable, the Company may
redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

 in
 whole and not in part;

 at
 a price of $ 0.01 per warrant;

 upon
 a minimum of 30 days' prior written notice of redemption to each warrant holder; and

 if,
 and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per
 share (as adjusted) for any 10 trading days within a 20-trading day period ending three trading
 days before the date on which the Company sends the notice of redemption to the warrant holders.

 If
and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company are
unable to register or qualify the underlying securities for sale under all applicable state securities laws.

 If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise
price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except
as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company's assets held
outside of the Trust Account with respect to such Public Warrants.

 In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection
with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with
such issue price or effective issue price to be determined in good faith by the Company's Board of Directors and, in the case of any such issuance
to the Sponsor or its affiliates or Valuence Partners LP, without taking into account any Founder Shares held by the Sponsor or such
affiliates or Valuence Partners LP, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate
gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding
of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted
average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on
which the Company consummates its Business Combination (such price, the "Market Value") is below $ 9.20 per share, the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the
Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to
be equal to the higher of the Market Value and the Newly Issued Price.

 F- 17

 The
Private Placement Warrants are identical to the Public Warrants, except
that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will
not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Additionally, the Private Placement Warrants are exercisable on a cashless basis and be non-redeemable, except as described above, so
long as they are held by the initial purchasers or their permitted transferees.

 NOTE
8 - FAIR VALUE MEASUREMENTS

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

 Level
 1:

 Quoted
 prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
 for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level
 2:

 Observable
 inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
 and quoted prices for identical assets or liabilities in markets that are not active.

 Level
 3:

 Unobservable
 inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 At
December 31, 2023, assets held in the Trust Account were comprised of $ 69,402,338 in money market funds which are invested primarily
in U.S. Treasury Securities. Through December 31, 2023, the Company has withdrawn $ 167,831,206 on the Trust Account in connection with
redemption.

 At
December 31, 2022, assets held in the Trust Account were comprised of $ 229,949,989 in money market funds which are invested primarily
in U.S. Treasury Securities. Through December 31, 2022, the Company has not withdrawn interest earned on the Trust Account to pay for
its tax obligations.

 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 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 SCHEDULE OF FAIR VALUE HIERARCHY VALUATION

 Description

 Level

 December
 31, 2023

 December
 31, 2022

 Assets:

 Investments
 held in Trust Account – U.S. Treasury Securities Money Market Fund

 $
 69,402,338

 $
 229,949,989

 NOTE
9 - SUBSEQUENT EVENTS

 The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements
were issued. Based upon this review, except as described below, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the financial statements.

 On
each of January 3, 2024, February 2, 2024 and March 1, 2024, the Company caused to be deposited an additional $ 140,000, for an aggregate
total of $ 980,000, into the Company's Trust Account in connection with each of the approvals by the Board of Directors of an extension of the
date by which the Company has to consummate an initial business combination by an additional month, which comprises of 7 of the 18 potential
one-month extensions available to the Company.

 On
March 1, 2024, the Company, pursuant to the IMTA Amendment, instructed Continental Stock Transfer and Trust Company to hold
the initial gross proceeds of the IPO into a bank deposit account. Further, investing in our securities is not intended for persons who
are seeking a return on investments in government securities or investment securities.

 F- 18