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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

 or

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

 For
the transition period from _____________ to ________________

 Commission
file number: 001-40713

 NOVA
VISION ACQUISITION CORP.

 (Exact
name of registrant as specified in its charter)

 British
 Virgin Islands

 N/A

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

 Havelock Road #07-12

 Singapore

 059763

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: +65
 87183000

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Units,
 each consisting of one Ordinary Share, par value $0.0001 per share, one Redeemable Warrant entitling
 the holder to purchase one half of an Ordinary Share, and one Right entitling the holder to receive one-tenth of an Ordinary Share

 NOVVU

 Capital Market

 Ordinary
 Share

 NOVV

 Capital Market

 Warrants

 NOVVW

 Capital Market

 NOVVR

 Capital Market

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

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 Growth Company

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

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 o cers during the relevant recovery period pursuant to §240.10D-1(b).

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

 At
June 30, 2023, the aggregate market value of the Registrant's ordinary shares held by non-affiliates of the Registrant was approximately
$ 21,927,942.

 As
of February 22, 2024, the Registrant had 3,318,297
ordinary shares outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 NOVA
VISION ACQUISITION CORP.

 Annual
Report on Form 10-K for the Year Ended December 31, 2023

 part
 I

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK
 FACTORS

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 ITEM
 1C.

 CYBERSECURITY

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 part
 II

 ITEM
 5.

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

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

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

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 ITEM
 9B.

 OTHER
 INFORMATION

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 part
 III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 ITEM
 12.

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

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 part
 IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 i

 CERTAIN
TERMS

 References
to "the Company," "NOVV," "our," "us" or "we" refer to Nova Vision Acquisition
Corp., a blank check company incorporated in the British Virgin Islands on March 18, 2021. References to our "Sponsor" refer
to Nova Pulsar Holdings Limited. References to our "IPO" or the "Initial Public Offering" refer to the initial
public offering of Nova Vision Acquisition Corp., which closed on August 10, 2021.

 SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report
that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements
regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this report may include, for example, statements about our:

 ability
 to complete our initial business combination;

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

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

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

 pool
 of prospective target businesses;

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

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

 the
 potential liquidity and trading of our securities;

 the
 lack of a market for our securities;

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

 financial
 performance following our initial public offering.

 The
forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors."
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections
are no longer reasonably attainable.

 ii

 part
I

 ITEM
 1.

 BUSINESS

 Introduction

 Nova
Vision Acquisition Corp. is a blank check company incorporated in the British Virgin Islands as a business company with limited liability
for the purpose of effecting into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar
business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited
to a particular industry or geographic region, although we currently intend to direct part of our efforts in Asia (excluding China) and
focus on sourcing opportunities that are in the PropTech, FinTech, ConsumerTech, Supply Chain Management industries or technology companies
that serve these or other sectors. We shall not undertake our initial business combination with any entity with its principal business
operations in China (including Hong Kong and Macau). As of the date of this report, we have not selected any target business for our
initial business combination.

 Our
management team is led by Mr. Eric Wong, our Chief Executive Officer, Chief Financial Officer and Director, and Mr. Wing-Ho Ngan, our
Chairman. Mr. Wong and Mr. Ngan each has more than 20 years of investment experience and both have a strong track record in mergers and
acquisitions and in developing and growing businesses across both expansionary and recessionary market cycles.

 Mr.
Eric Wong has more than 25 years of commercial experience in corporate finance, mergers and acquisitions, integrating and leading growth
in public and private multinational companies. He has held senior executive and director positions in various high-growth private companies
in both Asia and the United States. He also has extensive experience in leading and completing mergers and acquisitions. For example,
he spearheaded the creation of one of the premier home furnishings suppliers in the North American market with operations across 12 countries.

 Mr.
Wing-Ho Ngan has over 20 years' experience in senior management positions in the corporate world, investment banking and entrepreneurship.
He focused on international expansion, business strategy and partnerships, corporate finance, mergers and acquisitions. Venturing from
the corporate world to entrepreneurship in 2017, Mr. Ngan co-founded two fintech start-ups, namely QFPay International Limited and Alchemy
Global Payment Solutions Limited, where he served as chief executive officer and co-founder.

 Initial
Public Offering

 On
August 10, 2021, we consummated our initial public offering ("IPO") of 5,000,000 units (the "Units"). Also on
August 10, 2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per unit. The total aggregate issuance
by the Company of 5,750,000 units at a price of $10.00 per unit resulted in gross proceeds of $57,500,000. Each unit consists of one
ordinary share ("Ordinary Share"), one warrant ("Warrant") entitling its holder to purchase one-half of one Ordinary
Share at a price of $11.50 per whole share, and one right ("Right") to receive one-tenth (1/10) of one Ordinary Share upon
the consummation of an initial business combination. The Company's Registration Statement on Form S-1 was declared effective by
the SEC on August 5, 2021. EF Hutton, division of Benchmark Investments, LLC acted as the representative for the underwriters for the
IPO.

with the closing of the IPO and the sale of the over-allotment units on August 10, 2021, the Company consummated the private placement
("Private Placement") with Nova Pulsar Holdings Limited, its sponsor, of 307,500 units (the "Private Units")
at a price of $10.00 per Private Unit, generating total proceeds of $3,075,000. These securities (other than our IPO securities) were
issued pursuant to an exemption from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) of the securities
Act.

 The
private units are identical to the units sold in the IPO except with respect to certain registration rights and transfer restrictions.
Additionally, because the private units will be issued in a private transaction, our sponsor and its permitted transferees will be allowed
to cash exercise the private warrants even if a registration statement covering the ordinary shares issuable upon exercise of such warrants
is not effective and receive unregistered ordinary shares. Furthermore, our sponsor has agreed (A) to vote the ordinary shares underlying
the private units, or "private shares," in favor of any proposed business combination, (B) not to propose, or vote in favor
of, an amendment to our amended and restated memorandum and articles of association that would stop our public shareholders from converting
or selling their shares to us in connection with a business combination or affect the substance or timing of our obligation to redeem
100% of our public shares if we do not complete a business combination within 24 months (assuming full extension of the period of time
to consummate a business combination, as described in more detail in the prospectus of the Company relating to the IPO) from the closing
of the IPO unless we provide public shareholders with the opportunity to redeem their public shares from the trust account in connection
with any such vote, (C) not to convert any private shares for cash from the trust account in connection with a shareholder vote to approve
our proposed initial business combination or a vote to amend the provisions of our amended and restated memorandum and articles of association
relating to shareholders' rights or pre-business combination activity and (D) that the private shares shall not participate in
any liquidating distribution upon winding up if a business combination is not consummated. Our sponsor has also agreed not to transfer,
assign or sell any of the private units or underlying securities (except to the same permitted transferees as the insider shares and
provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each
as described above) until 30 calendar days after the completion of our initial business combination.

 As
of August 10, 2021, a total of $58,075,000 of the net proceeds from the IPO and the private placement consummated simultaneously with
the closing of the IPO and the over-allotment option were deposited in a trust account established for the benefit of the Company's
public shareholders at Goldman Sachs Asset Management, L.P. maintained by American Stock Transfer & Trust Company, LLC, acting as
trustee. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity
of 180 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. On September 30, 2021, our ordinary shares, warrants and rights underlying the Units
sold in our IPO began to trade separately on a voluntary basis.

 Proposed
Business Combination

 On
March 27, 2023, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified
from time to time, the "Merger Agreement"), by and between the Company and Real Messenger Holdings Limited, a Cayman Islands
exempted company. pursuant to which (a) the Company will form Real Messenger Corporation, a Cayman Islands exempted company, as its wholly
owned subsidiary ("Purchaser"), (b) Purchaser will form RM2 Limited, a Cayman Islands exempted company, as its wholly owned
subsidiary ("Merger Sub"), (c) the Company will be merged with and into Purchaser (the "Reincorporation Merger"),
with Purchaser surviving the Reincorporation Merger, and (d) Merger Sub will be merged with and into the Company (the "Acquisition
Merger"), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the
"Business Combination").

to the Merger Agreement, Purchaser will issue 7,500,000 ordinary shares with a deemed price per share of US$10.00 for a total value of
$75,000,000 ("Aggregate Stock Consideration") to the current shareholders of the Company (the "Shareholders"),
among which, 6,000,000 ordinary shares (the "Closing Payment Shares") will be delivered to the Shareholders at the Closing
and 1,500,000 ordinary shares will be held back by Purchaser for one year after the Closing as security for indemnification obligation
of the representations and warranties of the Company as set forth in the Merger Agreement (the "Holdback Shares"). On August
15, 2023, the parties to the Merger Agreement, including Purchaser and Merger Sub, entered into an Amendment No. 1 to the Merger Agreement
(the "Amendment No. 1"). Pursuant to the Amendment No. 1, the Aggregate Stock Consideration will be 4,500,000 ordinary shares
with a deemed price per share of US$10.00 for a total value of $45,000,000, among which, 4,050,000 ordinary shares will be delivered
to the shareholders at the Closing and 450,000 ordinary shares will be held back by Purchaser for one year after the closing of the Merger
Agreement as security for indemnification obligation of the representations and warranties of the Company as set forth in the Merger
Agreement (the "Holdback Shares"). The Closing Payment Shares consist of 3,600,000 Class B ordinary shares and 900,000 Class
A ordinary shares. On October 27, 2023, the parties entered into an Amendment No. 2 to the Merger Agreement (the "Amendment No.
2"). Pursuant to the Amendment No. 2, the Aggregate Stock Consideration will be 5,000,000 ordinary shares of Purchaser, 500,000
of which will be issued to holders of convertible notes issued by the Company as of October 4, 2023.

 Industries
Overview

 While
we may pursue an acquisition opportunity that may benefit from the expertise and networks of our management team across any industry,
we currently intend to direct part of our efforts in Asia (excluding China) and focus on sourcing opportunities that are in the PropTech,
FinTech, ConsumerTech, Supply Chain Management industries or technology companies that serve these or other sectors. We shall not undertake
our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau). We
will focus on businesses that provide technology solutions and innovations that make businesses and industries more accessible, affordable,
autonomous, connected, data-driven, digital, dynamic, efficient, experimental, flexible, productive, smart, transparent or virtual. We
believe that these sectors are attractive for a number of reasons, including, the accelerating penetration of technology, their large
addressable market and their rapid growth.

 Accelerating
Penetration of Technology

 We
believe technology has transformed and advanced multiple industries. In particular, this trend has taken place and accelerated as a result
of:

 the
 need for robust technology to manage businesses more effectively and drive growth;

 increasing
 B2C and B2B connectivity via mobile and cloud;

 rising
 digitalization across all industries and consumer expectations for digital and tech-enabled experiences; and

 new
 technology expanding use cases within established industries.

 The
adoption of technology and innovation in real estate and financial services as well as consumer and retail has recently reached an inflection
point. Changing demographics, consumer preferences and behaviour are driving the demand for greater efficiency and improved user experiences
through the use of technology. In this environment, the power of data and the ability to manipulate and analyze it for rapid insights
has become a necessity to industry participants.

 Several
innovative technology trends are driving technological transformation in many sectors such as artificial intelligence and machine learning,
data analytics, cloud technologies, the Internet of Things, virtual and augmented reality, financial and mortgage technologies, 5G, automation
and robotics. Digital transformation has also enabled new business models as diverse as co-working, flexible warehousing and crowdfunding.

 One
of the largest trends affecting companies and enterprises alike is the emergence of working from home. Enterprises, small businesses
and tenants are driven to adopt unifying technologies to harness efficiency, preserve company culture and drive performance. The backgrounds
of our management team give us deep insights into the identification, operations and success factors for companies serving this need.

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

 Certain
companies requiring federal-issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or regulations
that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign
investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of
the United States. Our Sponsor, Nova Pulsar Holdings Limited, is controlled by Mr. Wing-Ho Ngan, our Chairman, a non-U.S. person and
a Hong Kong national. Our sponsor currently owns 39.3% of our outstanding shares. We are therefore likely considered a "foreign
person" under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our
Sponsor has the ability to exercise control over us for purposes of CFIUS's regulations. Therefore, we could be subject to foreign
ownership restrictions and/or CFIUS review if our proposed business combination is between us and a U.S. target company engaged in a
regulated industry or which may affect national security. The scope of CFIUS review was expanded by the Foreign Investment Risk Review
Modernization Act of 2018 ("FIRRMA"), to include certain non-passive, non-controlling investments in sensitive U.S. businesses
and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are
now in force, also subject certain categories of investments to mandatory filings. If our potential initial business combination with
a U.S. target company falls within CFIUS's jurisdiction, we may determine that we are required to make a mandatory filing or that
we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS
intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination,
impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all
or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership
limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain
initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the
pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected
in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

 Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial
business combination. If we cannot complete our initial business combination by August 10, 2024 (assuming full extension of the time
to complete a business combination) from the closing of our initial public offering because the review process drags on beyond such timeframe
or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to
liquidate. If we liquidate, our public shareholders may only receive $11.5 per share, and our warrants and rights will expire worthless.
This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment
through any price appreciation in the combined company.

 Risks
related to Potential Application of the Investment Company Act

 As
of the date hereof, substantially all of the assets held in the trust account are held in money market funds, which primarily invest
in U.S. Treasury Bills. There is uncertainty under the Investment Company Act of 1940 (the "Investment Company Act") whether
special purpose acquisition companies, or "SPACs," could become subject to regulation under the Investment Company Act. The
longer that the funds in the trust account are held in U.S. government securities or in money market funds invested exclusively in such
securities, the greater the risk that we may be considered an unregistered investment company, in which case a claim could be made that
we have been operating as an unregistered investment company. Accordingly, we may determine, in our discretion, to liquidate the securities
held in the trust account at any time and instead hold all funds in the trust account in a bank deposit account in order to mitigate
the risks of falling within the definition of "investment company" under the Investment Company Act.

 If
we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be
subject to additional regulatory burdens and expenses for which we have not allotted funds and for which we would not have sufficient
time to comply with prior to the expiration of its time to complete a business combination. As a result, if we were deemed to be an investment
company, we would expect to abandon its efforts to complete an initial business combination and instead to liquidate and dissolve. If
we are required to liquidate and dissolve, our investors would lose the opportunity to invest in a target company and would not be able
to realize the benefits of owning shares in the post-business combination company, including the potential appreciation of our share
price following such a transaction. In addition, in the event of our liquidation and dissolution, our warrants and rights would expire
worthless.

 Acquisition
Strategy and Investment Criteria

 Our
investment strategy is to identify and complete our initial business combination with a company that complements the experience of our
management team and advisory board and that can benefit from our expertise. Our selection process will leverage our management team's
broad and deep relationship networks, unique industry experiences and proven deal sourcing and execution capabilities.

 Additionally,
we seek to acquire a business that offers innovative and disruptive solutions to optimize aspects of the value chain and other outdated
business processes. Our management team will work to leverage our access to proprietary deal flow, sourcing capabilities and network
of industry contacts to generate business opportunities. We will leverage the network of contacts developed by our management team and
those of our sponsor, including relationships in the financial services, real estate, global supply chain, healthcare, technology and
software industries, comprising management teams of public and private companies, investment bankers, private equity sponsors, venture
capital investors, advisers, attorneys and accountants that we believe should provide us with numerous business combination opportunities.
We intend to deploy a proactive sourcing strategy and to focus on companies where we believe the combination of our operating experience,
relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target's
growth and performance. Our management team will look to identify combination targets which are in need of strategic growth capital,
will benefit from becoming a publicly listed company or need to repurchase debt, target strategic acquisitions or require working capital.

 Our
management team has experience in:

 sourcing,
 structuring, acquiring and selling businesses;

 fostering
 relationships with sellers, capital providers and target management teams;

 negotiating
 transactions favorable to investors;

 executing
 transactions in multiple geographies and under varying economic and financial market conditions;

 accessing
 capital markets, including financing businesses and helping companies transition to public ownership;

 operating
 companies, setting and changing strategies, and identifying, monitoring and recruiting world-class talent;

 acquiring
 and integrating companies; and

 developing
 and growing companies, both organically and through acquisitions and strategic transactions and expanding the product range and geographic
 footprint of target businesses.

 We
have identified the following criteria that we believe are important and that we intend to use in evaluating initial business combination
opportunities. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual
criterion will entirely determine a decision to pursue a particular opportunity. Further, any particular initial business combination
opportunity which we ultimately determine to pursue may not meet one or more of these criteria.

 Middle-Market
 Business: We intend to seek candidates with an enterprise value of approximately $100 million to $1.0 billion, determined in
 the sole discretion of our officers and directors according to reasonable accepted valuation standards and methodologies. We believe
 that the middle-market segment provides the greatest number of opportunities for investment, and it is where we believe we have the
 strongest network to identify opportunities.

 High
 Quality Management Team: We will look for a business that has a management team with a strong track record of revenue growth
 and the ability to scale a business organically and/or inorganically. We will also evaluate for "public-readiness" with
 respect to organizational structure, corporate governance, control and culture.

 Superior
 Business Model and Compelling Unit Economics: We will seek to acquire a business with demonstrated strong financial performance
 and a scalable approach to the markets in which it operates. We are looking for a business that generates attractive unit economics
 and which can deliver outsized contribution margins at scale.

 Large
 Addressable Market with Growth Potential: We will search for a business that operates in a large addressable market with immediate
 opportunities for further growth within its current market as well as adjacent markets. We will search for a business with defensible
 organic growth drivers and strategic, inorganic growth opportunities, whether through expansion into new products or solutions, verticals
 or mergers and acquisitions.

 Value
 Creation Potential: We plan to invest in a business that will benefit from our management team's extensive industry networks
 and expertise.

 Attractive
 Risk-Adjusted Returns for our Shareholders: We seek to acquire a business that we believe will offer attractive growth prospects,
 benefit from a public market capital structure and provide attractive risk-adjusted returns for our shareholders. We will weigh potential
 growth opportunities and operational and financial improvements in the acquired business against any identified downside risks.

 Benefit
 from Access to Public Markets: We will target a company which will benefit from being publicly traded and can capitalize on access
 to the public capital markets to accelerate growth.

 Targets
 That Can Benefit from our Management Team's Relationships and Experience: While we may pursue an initial business combination
 opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate
 a business or businesses that can benefit from our management team's established global relationships and operating experience.
 We believe our management's significant operating and deal-making experience and relationships will give us a number of competitive
 advantages and will present us with a substantial number of potential business combination targets.

 These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be
based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management
may deem relevant. In the event we decide to enter into an 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
about our initial business combination.

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

 Effecting
a Business Combination

 General

 We
are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time until we
consummate an initial business combination. We intend to utilize cash derived from the proceeds of the IPO and the Private Placement,
our share capital, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds
of the IPO and the Private Placement are intended to be applied generally toward effecting a business combination, the proceeds are not
otherwise being designated for any more specific purposes. Accordingly, investors in the IPO are investing without first having an opportunity
to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market
for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time
delays, significant expense, loss of voting control and compliance with various U.S. Federal and state securities laws. In the alternative,
we may seek to consummate a business combination with a company that may be in its early stages of development or growth. While we may
seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result
of our limited resources, to effect only a single business combination.

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

 Sources
of Target Businesses

 We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or
mailings which will not commence until after the completion of the IPO. These sources may also introduce us to target businesses they
think we may be interested in on an unsolicited basis, since many of these sources will have read the Company's prospectus relating
to the IPO and know what types of businesses we are targeting. Our officers and directors, as well as their respective affiliates, may
also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal
or informal inquiries or discussions they may have, as well as attending trade shows or conventions. 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. In no event, however, will any of our existing
officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder's
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business
combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business that is
affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent
investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. However,
as of the date of this report, there is no affiliated entity that we consider a business combination target.

 Selection
of a Target Business and Structuring of a Business Combination

 Subject
to the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding any
deferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution
of a definitive agreement for our initial business combination, as described below in more detail, our management will have virtually
unrestricted flexibility in identifying and selecting a prospective target business. We have not established any other specific attributes
or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our management may
consider a variety of factors, including one or more of the following:

 financial
 condition and results of operation;

 growth
 potential;

 experience
 and skill of management and availability of additional personnel;

 capital
 requirements;

 competitive
 position;

 barriers
 to entry;

 stage
 of development of its products, processes or services;

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

 proprietary
 features and degree of intellectual property or other protection for its products, processes or services;

 regulatory
 environment of the industry; and

 costs
 associated with effecting the business combination.

 We
believe such factors will be important in evaluating prospective target businesses, regardless of the location or industry in which such
target business operates. However, this list is not intended to be exhaustive. Furthermore, we may decide to enter into a business combination
with a target business that does not meet these criteria and guidelines.

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

 The
time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently
be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available
to otherwise complete a business combination.

 Fair
Market Value of Target Business

to NASDAQ listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least
80% of the balance of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable
on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination,
although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. We currently
anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.
We may, however, structure a business combination where we merge directly with the target business or where we acquire less than 100%
of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders
or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act. 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 of a target. In this case, we could 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 issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets
of a target business or businesses are owned or acquired by the post-transaction company, only 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, assuming that we obtain and maintain a listing
for our securities on NASDAQ. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities
to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. Since
we have no specific business combination under consideration, we have not entered into any such fund-raising arrangement and have no
current intention of doing so. The fair market value of the target will be determined by our board of directors based upon one or more
standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value).
If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion
from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on
the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required to
obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions
on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines
that the target business complies with the 80% threshold.

 We
will not be required to comply with the 80% fair market value requirement if we are delisted from NASDAQ. If NASDAQ delists our securities
from trading on its exchange, we would not be required to satisfy the fair market value requirement described above and could complete
a business combination with a target business having a fair market value substantially below 80% of the balance in the trust account.

 Lack
of Business Diversification

 Our
business combination must be with a target business or businesses that collectively satisfy the minimum valuation standard at the time
of such acquisition, as discussed above, although this process may entail the simultaneous acquisitions of several operating businesses
at the same time. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance
of a single business. Unlike other entities which may have the resources to complete several business combinations of entities operating
in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity,
our lack of diversification may:

 subject
 us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon
 the particular industry in which we may operate subsequent to a business combination, and

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

 If
we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of
such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may
make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, 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.

 Limited
Ability to Evaluate the Target Business' Management

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

 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 any such additional managers we do recruit will
have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

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

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

 Our
initial shareholders and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed
business combination, (2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business
combination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination. If we hold
a meeting to approve a proposed business combination and a significant number of shareholders vote, or indicate an intention to vote,
against such proposed business combination, our officers, directors, initial shareholders or their affiliates could purchase our units
or ordinary shares in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers,
directors, initial shareholders and their 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, which are rules designed to stop potential manipulation of a company's stock.

 Ability
to Extend Time to Complete Business Combination

 The
Company's IPO prospectus dated August 5, 2021 provided that the Company initially had until 12 months from the closing of the IPO
to complete its initial business combination, or, if the Company anticipates that it may not be able to consummate its initial business
combination (i) within 12 months from the consummation of the IPO in the situation that the Company has not filed a proxy statement,
registration statement or similar filing for an initial business combination within such 12-month period, or (ii) within 15 months from
the consummation of the IPO in the situation that the Company has filed within such 12-month period, it may, but is not obligated to,
extend the period of time to consummate a business combination three times and two times respectively by an additional three months each
time for a total of up to 21 months to complete a business combination. In order to extend the time available for the Company to consummate
its initial business combination, its insiders or their affiliates or designees, upon five days advance notice prior to the applicable
deadline, must deposit into the Trust Account for each three month extension $575,000, on or prior to the date of the applicable deadline.
As the Company had not filed a proxy statement, registration statement or similar filing for an initial business combination within 12
months from the closing of the IPO, on August 4, 2022, the Company issued an unsecured promissory note in the aggregate principal amount
of $575,000 the Sponsor in exchange for Sponsor depositing such amount into the Trust Account in order to extend the amount of time the
Company has available to complete a business combination for a period of three months to November 10, 2022. Such promissory note does
not bear interest and matures upon the closing of a business combination by Nova Vision. In addition, the promissory note may be converted
by the holder into units of Nova Vision identical to the units issued in the IPO offering at a price of $10.00 per unit.

 Subsequently,
as approved by its shareholders at the Annual Meeting of Shareholders on November 9, 2022, the Company amended the amended and restated
memorandum and articles of association to extend the date by which the Company has to consummate a business combination nine (9) times
for an additional one (1) month each time from November 10, 2022 to August 10, 2023 and entered into an amendment (the "2022 Trust
Amendment") to the investment management trust agreement, dated August 5, 2021, with American Stock Transfer & Trust Company
on November 9, 2022. Pursuant to the 2022 Trust Amendment, the Company has the right to extend the time to complete a business combination
nine (9) times for an additional one (1) month each time from November 10, 2022 to August 10, 2023, by depositing $0.0416 for each issued
and outstanding ordinary share issued in the IPO that has not been redeemed (each, a "Public Share") for each one-month extension.
As approved by its shareholders at the Annual Meeting of Shareholders on August 3, 2023, the Company amended the amended and restated
memorandum and articles of association to extend the date by which the Company has to consummate a business combination twelve (12) times
for an additional one (1) month each time from August 10, 2023 to August 10, 2024 and entered into an amendment (the "2023 Trust
Amendment") to the investment management trust agreement, dated August 5, 2021, with American Stock Transfer & Trust Company
on August 3, 2023. Pursuant to the 2023 Trust Amendment, the Company has the right to extend the time to complete a business combination
twelve (12) times for an additional one (1) month each time from August 10, 2023 to August 10, 2024, by depositing $0.045 for each issued
and outstanding Public Shares for each one-month extension. The Company's insiders or their affiliates or designees must deposit
such amount into the Trust Account for each one-month extension on or prior to the date of the applicable deadline. The insiders will
receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event
that the Company is unable to close a business combination unless there are funds available outside the Trust Account to do so. Such
notes would either be paid upon consummation of the Company's initial business combination, or, at the lender's discretion,
converted upon consummation of its business combination into additional private units at a price of $10.00 per unit.

 In
order to extend the amount of time the Company has to complete a business combination, it issued a total of nine non-interest bearing,
unsecured promissory notes (excluding the promissory note issued on August 4, 2022 mentioned above, the "Promissory Notes"),
each for an amount of $75,030 (representing $0.0416 per Public Share), on November 9, 2022, December 8, 2022, January 5, 2023, February
7, 2023, March 7, 2023, April 7, 2023, May 2, 2023, June 8, 2023 and July 5, 2023 respectively, to the Sponsor in exchange for the Sponsor
depositing the same amount into the Trust Account. It also issued seven Promissory Notes, each in the amount of $69,763, on August 3,
2023, September 6, 2023, October 6, 2023, November 6, 2023, December 6, 2023, January 6, 2024 and February 8, 2024. All Promissory Notes
would either be paid upon consummation of the Company's initial business combination, or, at the lender's discretion, converted
upon consummation of its business combination into additional private units at a price of $10.00 per unit, but will not be repaid in
the event that the Company is unable to close a business combination unless there are funds available outside the Trust Account to do
so. As of the date of this report, the Company has until March 10, 2024 to consummate a business combination. However, the Company may
not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of its public shareholders.
In the event of the Company's liquidation and subsequent dissolution, the public warrants and public rights will expire and will
be worthless.

 The
amount in the Trust Account will be treated as funds distributable under the Companies Act provided that immediately following the date
on which the proposed distribution is proposed to be made, the Company is able to pay its debts as they fall due in the ordinary course
of business. If the Company is forced to liquidate the Trust Account, it anticipates that it would distribute to its public shareholders
the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest
net of taxes payable). Prior to such distribution, the Company would be required to assess all claims that may be potentially brought
against it by its creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over the
Company's public shareholders with respect to amounts that are owed to them. The Company cannot assure you that it will properly
assess all claims that may be potentially brought against it. As such, the Company's shareholders could potentially be liable for
any claims of creditors to the extent of distributions received by them as an unlawful payment in the event the Company enters an insolvent
liquidation. Furthermore, while the Company will seek to have all vendors and service providers (which would include any third parties
it engaged to assist it in any way in connection with its search for a target business) and prospective target businesses execute agreements
with it waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is
no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with
us, they will not seek recourse against the Trust Account or that a court would conclude that such agreements are legally enforceable.

 Extension
of Date to Complete Business Combination and Listing — Nasdaq

 On
February 27, 2024, Nova Vision received a notice from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless
Nova Vision timely requests a hearing before the Nasdaq Hearings Panel (the "Panel") by March 5, 2024, Nova Vision's
securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market
at the opening of business on March 7, 2024, due to Nova Vision's non-compliance with Nasdaq Listing Rule 5550(a)(3), which
requires that a company that has its primary equity security listed on the Nasdaq Capital Market must have at least 300 public holders.

 Nova Vision intends to request a hearing before the Panel, which will result in a stay of any suspension
or delisting action pending the hearing.

 Redemption/Tender

 At
any meeting called to approve an initial business combination, public shareholders may seek to redeem their public shares, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then
on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders have
agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share
of the aggregate amount then on deposit in the trust account. The redemption rights will be effected under our amended and restated memorandum
and articles of association and British Virgin Islands law as redemptions. If we hold a meeting to approve an initial business combination,
a holder will always have the ability to vote against a proposed business combination and not seek conversion of his shares.

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

 Our
initial shareholders, officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directly
or indirectly, whether acquired prior to the IPO or purchased by them in the IPO or in the aftermarket.

 We
may also require public shareholders, whether they are a record holder or hold their shares in "street name," to either tender
their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust
Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option, at any time at or prior to the vote on the
business combination. Once the shares are converted by the holder, and effectively redeemed by us under British Virgin Islands law, the
transfer agent will then update our Register of Members to reflect all conversions. The proxy solicitation materials that we will furnish
to shareholders in connection with the vote for any proposed business combination will indicate whether we are requiring shareholders
to satisfy such delivery requirements. Accordingly, a shareholder would have from the time our proxy statement is mailed through the
vote on the business combination to deliver his shares if he wishes to seek to exercise his redemption rights. Under our amended and
restated memorandum and articles of association, we are required to provide at least 10 days' advance notice of any shareholder
meeting, which would be the minimum amount of time a shareholder would have to determine whether to exercise redemption rights. As a
result, if we require public shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion
of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive
the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their redemption rights and may
be forced to retain our securities when they otherwise would not want to.

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

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

 If
the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their
conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the trust account.
In such case, we will promptly return any shares delivered by public holders.

 Automatic
Liquidation of Trust Account if No Business Combination

 If
we do not complete a business combination by March 10, 2024 (or August 10, 2024 if we choose to extend such period), we will, as promptly
as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the
funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary
to pay our taxes, then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of
creditors which may take priority over the claims of our public shareholders. In the event of our liquidation and subsequent dissolution,
the public warrants and public rights will expire and will be worthless.

 The
amount in the trust account will be treated as funds distributable under the Companies Act provided that immediately following the date
on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business.
If we are forced to liquidate the trust account, we anticipate that we would distribute to our public shareholders the amount in the
trust account calculated as of the date that is two days prior to the distribution date (including any accrued interest net of taxes
payable). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors
for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with
respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought
against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received
by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and
service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target
business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may
have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee
that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would
conclude that such agreements are legally enforceable.

 Each
of our initial shareholders and our officers and directors have agreed to waive its rights to participate in any liquidation of our trust
account or other assets with respect to the insider shares and private units and to vote their insider shares, private shares in favor
of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account
with respect to our warrants and rights, which will expire worthless.

 If
we are unable to complete an initial business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited
in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share redemption
price from the trust account would be $10.10.

 The
proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims
of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses
or other entities we engage 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 a claim against our assets, including the funds held in the trust account.
If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis
of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest
of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party
that refused 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 provider of required services willing to provide the waiver. In any event, our management would perform an analysis
of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management
believed that such third party's engagement would be significantly more beneficial to us than any alternative. 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.

 Nova
Pulsar Holdings Limited has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will
be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered
or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account, but only to the extent
necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have not executed
a waiver agreement. However, we cannot assure you that it will be able to satisfy those obligations if it is required to do so. Accordingly,
the actual per-share redemption price could be less than $10.10 due to claims of creditors. Additionally, if we are forced to file a
bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties
with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you
we will be able to return to our public shareholders at least $10.10 per share.

 Competition

 In
identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective
similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous
potential target businesses that we could acquire with the net proceeds of the IPO, our ability to compete in acquiring certain sizable
target businesses may be limited by our available financial resources.

 The
following also may not be viewed favorably by certain target businesses:

 our
 obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders
 in connection with such business combination may delay or prevent the completion of a transaction;

 our
 obligation to redeem public shares held by our public shareholders may reduce the resources available to us for a business combination;

 may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities
 following a business combination;

 our
 outstanding warrants and rights and the potential future dilution they represent;

 our
 obligation to pay the deferred underwriting discounts and commissions to the underwriters upon consummation of our initial business
 combination;

 our
 obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our
 initial shareholders, officers, directors or their affiliates;

 our
 obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities
 issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans; and

 the
 impact on the target business' assets as a result of unknown liabilities under the securities laws or otherwise depending on
 developments involving us prior to the consummation of a business combination.

 Any
of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes,
however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive
advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth
potential on favorable terms.

 If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target
business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

 Facilities

 In
February 2023, the Company changed its principal executive office address to 2 Havelock Road #07-12 Singapore 059763. The cost for this
space is provided to us by Nova Pulsar Holdings Limited as part of the $10,000 per month payment we make to it for general and administrative
services, including office space and administrative services to the Company. We consider our current office space adequate for our current
operations.

 Employees

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

 ITEM
 1A.

 RISK
 FACTORS

 As
a smaller reporting company we are not required to make disclosures under this Item. For the complete list of risks relating to our operations,
see the section titled "Risk Factors" contained in our registration statement on Form S-1 (Registration No. 333-257124) filed
in connection with our IPO.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 Not
applicable.

 ITEM 1C.

 CYBERSECURITY.

 As
a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats.
However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications
and services, 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. In the
event of a cybersecurity incident impacting us, the management team will report to the board of directors and provide updates on the
management team's incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage
company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We
also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and
lead to financial loss.

 ITEM
 2.

 PROPERTIES

 We
do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices
at 2 Havelock Road #07-12 Singapore 059763. The cost for this space is provided to us by Nova Pulsar Holdings Limited, as part of the
$10,000 per month payment we make to it for office space and related services. We consider our current office space adequate for our
current operations.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

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

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not
Applicable.

 part
II

 ITEM
 5.

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

 Our
units began to trade on the Nasdaq Capital Market, or Nasdaq, under the symbol "NOVVU" on August 6, 2021. The ordinary shares,
warrants and rights comprising the units began separate trading on Nasdaq on September 10, 2021, under the symbols "NOVV",
"NOVVW" and "NOVVR", respectively.

 Holders
of Record

 As
of March 1, 2024, there were 3,318,297 of our ordinary shares issued and outstanding held by eight shareholders of record. The number
of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose
shares are held in the names of various security brokers, dealers, and registered clearing agencies.

 Dividends

 We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent
to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board
of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate
declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate
declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may
be limited by restrictive covenants we may agree to in connection therewith.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent
Sales of Unregistered Securities

 None.

 Use
of Proceeds

 On
August 10, 2021, we consummated our initial public offering ("IPO") of 5,000,000 units (the "Units"). Also on
August 10, 2021, the underwriters exercised the option in full of 750,000 units at a price of $10.00 per unit. The total aggregate issuance
by the Company of 5,750,000 units at a price of $10.00 per unit resulted in gross proceeds of $57,500,000. Each unit consists of one
ordinary share ("Ordinary Share"), one warrant ("Warrant") entitling its holder to purchase one-half of one Ordinary
Share at a price of $11.50 per whole share, and one right ("Right") to receive one-tenth (1/10) of one Ordinary Share upon
the consummation of an initial business combination. The Company's Registration Statement on Form S-1 was declared effective by
the SEC on August 5, 2021. EF Hutton, division of Benchmark Investments, LLC acted as the representative for the underwriters for the
IPO.

with the closing of the IPO and the sale of the over-allotment units on August 10, 2021, the Company consummated the private placement
("Private Placement") with Nova Pulsar Holdings Limited, its sponsor, of 307,500 units (the "Private Units")
at a price of $10.00 per Private Unit, generating total proceeds of $3,075,000. These securities (other than our IPO securities) were
issued pursuant to an exemption from registration under the Securities Act of 1933, as amended pursuant to Section 4(2) of the securities
Act. A total of $58,075,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option units) and the
Private Placement were placed in a trust account established for the benefit of the Company's public shareholders.

 As
of December 31, 2023 and 2022, a total of $17,832,576 and $18,742,020 was held in a trust account established for the benefit of the
Company's public shareholders respectively. $17,832,576 as of December 31, 2023 included $ 897,565 of subsequent interest
income, $949,059 of note payable extension fee and offset by $2,756,068 of share redemption. $18,742,020 as of December 31, 2022 included $58,075,000 of the net proceeds from the IPO (including the exercise
of the over-allotment option) and the Private Placements, $639,529 of subsequent interest income, $650,030 of note payable extension fee
and offset by $40,622,539 of share redemption.

 The
private units are identical to the units sold in the IPO except that the private warrants will be non-redeemable and may be exercised
on a cashless basis, in each case so long as they continue to be held by our Sponsor or its permitted transferees. Additionally, because
the Private Units were issued in a private transaction, our Sponsor and its permitted transferees will be allowed to cash exercise the
warrants included in the Private Units for cash even if a registration statement covering the Ordinary Shares issuable upon exercise
of such warrants is not effective and receive unregistered Ordinary Shares. Additionally, our Sponsor agreed not to transfer, assign
or sell any of the Private Units or underlying securities (except to the same permitted transferees as the insider shares and provided
the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described
above) until the completion of the Company's initial business combination. The Sponsor was granted certain demand and piggyback
registration rights in connection with the Private Units.

We paid a total of $1,006,250 in underwriting discounts and commissions (not including the 1.5% deferred underwriting commission
payable at the consummation of initial business combination) and approximately $201,730 for other costs and expenses related to the
initial public offering.

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

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

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

 The
following discussion and analysis of the 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 on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements.

 Overview

 We
are a blank check company incorporated in the British Virgin Islands on March 18, 2021 with limited liability (meaning our public shareholders
have no liability, as shareholders of the Company, for the liabilities of the Company over and above the amount paid for their shares)
to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar
business combination with one or more target businesses. Our efforts to identify a prospective target business will focus on that are
in the PropTech, FinTech, ConsumerTech, Supply Chain Management industries or technology companies that serve these or other sectors
in Asia (excluding China). We intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination
of cash, securities and debt, in effecting a business combination.

 Results
of Operations

 Our
entire activity from inception up to August 10, 2021 was in preparation for the initial public offering. Since the initial public offering,
our activity has been limited to the evaluation of business combination candidates, and we will not be generating any operating revenues
until the closing and completion of our initial business combination. We expect to incur increased expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses
to increase substantially after this period.

 For
the year ended December 31, 2023, we had a net income of $146,881, which was comprised of dividend income earned in investments held
in Trust Account of $897,565, interest income of $13, exchange loss of $31 and general administrative expenses of $750,666.

 For
the year ended December 31, 2022, we had a net loss of $75,807, which was comprised of dividend income earned in investments held in
Trust Account of $637,925, interest income of $48, exchange gain of $47 and general administrative expenses of $713,827.

 Liquidity
and Capital Resources

 On
August 10, 2021, we consummated the Initial Public Offering of 5,000,000 ordinary units, generating gross proceeds of $50,000,000. Simultaneously,
the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units. The underwriters
purchased an additional 750,000 Units at an offering price of $10.00 per Unit, generating gross proceeds of $7,500,000. Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 307,500 units at a price of $10.00 per Private Unit in a
private placement, generating gross proceeds of $3,075,000.

 Transaction
costs amounted to $1,207,980, consisting of $1,006,250 of underwriter's fees and $201,730 of other offering costs.

 On
November 1, 2022, we, through written resolution, approved the amendment to the restated and amended memorandum and article of association
and the Trust Agreement to extend the business combination period nine times for an additional one month each time from November 10,
2022 to August 10, 2023 by depositing into the Trust Account $0.0416 for each issued and outstanding Public Shares that has not been
redeemed for each one-month extension.

 On
November 9, 2022, 3,946,388 shares were redeemed by certain shareholders at a price of approximately $10.29 per share, including dividend
income earned from investments held on Trust Account and extension payments deposited in the Trust Account, in an aggregate amount of
$40,622,540.

 On
August 3, 2023, 253,315 shares were tendered for redemption at a price of approximately $10.88 per share or $2,756,068, including income
earned from investments held on Trust Account and extension payments deposited in the Trust Account.

 As
of December 31, 2023, we had cash outside our trust account of $97,273 and marketable securities held in the Trust Account of $17,832,576,
respectively.

 We
intend to use substantially all of the net proceeds of the initial public offering, including the funds held in the Trust Account and
share redemption paid out by the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto.
To the extent that our capital stock is used in whole or in part as consideration to effect our business combination, the remaining proceeds
held in the Trust Account, as well as any other net proceeds not expended, will be used as working capital to finance the operations
of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business'
operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also
be used to repay any operating expenses or finders' fees which we had incurred prior to the completion of our business combination
if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

 We
intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate
and complete a business combination.

 For
the year ended December 31, 2023, we had a net income of $146,881 and had negative cash used in operating activities of $449,869. As
of December 31, 2023, the Company had cash of $97,273 with working deficit of $2,211,550. We may need to raise additional capital through
loans or additional investments from its Sponsor or third parties.

 For
the year ended December 31, 2022, the Company incurred net loss of $75,807 and had negative cash used in operating activities of
$589,558. As of December 31, 2022, the Company had cash of $163,442 with working deficit of $511,807. We may need to raise additional
capital through loans or additional investments from its Sponsor or third parties.

 In
connection with the Company's assessment of going concern in accordance with the authoritative guidance in ASU 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory
liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about
the Company's ability to continue as a going concern. The Company has until March 10, 2024 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 without an extension to the acquisition period, there will be a mandatory liquidation and subsequent dissolution. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 10, 2024.

 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 and 2022.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred
to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We
have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or
commitments of other entities, or purchased any non-financial assets.

 Contractual
Obligations

 At
December 31, 2023 and 2022, we have no long-term liabilities, other than an agreement to pay our Sponsor a monthly fee of $10,000 for
general and administrative services, including office space, utilities and administrative services to us, commencing from April 1, 2021
and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.

 We
did not have any long-term debt, capital lease obligations or operating lease obligations. However, we are committed to the below:

 Registration

 The
holders of the founder shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Units (and
all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment
of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the
effective date of this Initial Public Offering. The holders of the majority of the founder shares can elect to exercise these registration
rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders
of a majority of the Private Units (and underlying securities) and securities issued in payment of working capital loans (or underlying
securities) or loans to extend our life can elect to exercise these registration rights at any time after we consummate a Business Combination.
In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent
to our consummation of a Business Combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.

 Underwriting
Agreement

 The
underwriters are entitled to a deferred fee of $750,000 or 1.5% of the gross proceeds of the Initial Public. The deferred fee will be
paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting
agreement.

 Critical
Accounting Policies and Estimates

 The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. 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. A critical accounting estimate to our financial statements include valuation of ordinary shares subject
to possible redemption. We have identified the following critical accounting policies:

 Warrant
 accounting

 We
account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific
terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB") 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 our own ordinary shares and whether the warrant holders
could potentially require "net cash settlement" in a circumstance outside of our control, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as
of each subsequent quarterly period end date while the warrants are outstanding.

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

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

 Ordinary
 shares subject to possible redemption

 We
account for the ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to
mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At
all other times, ordinary shares are classified as shareholders' equity. As of December 31, 2023 and 2022, 1,550,297 and
1,803,612 ordinary shares subject to possible redemption which are subject to occurrence of uncertain future events and considered
to be outside of our control are presented as temporary equity, outside of the shareholders' (deficit) equity section of our
balance sheets.

 Fair
 value of financial instruments

 FASB
ASC Topic 820 Fair Value Measurements and Disclosures defines fair value, the methods used to measure fair value and the expanded
disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques
consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes
a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These
inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing
the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions about the
inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the
circumstances.

 The
fair value hierarchy is categorized into three levels based on the inputs as follows:

 Level
 1 —

 based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation
 adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly
 available in an active market, valuation of these securities does not entail a significant degree of judgment.

 Level
 2 —

 based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active
 for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived
 principally from or corroborated by market through correlation or other means.

 Level
 3 —

 based on inputs that are unobservable and significant to the overall fair value measurement.

 The
fair value of certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, " Fair Value Measurements
and Disclosures", approximates the carrying amounts represented in our balance sheets. The fair values of cash, and other current
assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of December 31, 2023 and 2022 due to the
short maturities of such instruments.

 As
of December 31, 2023, investment securities in our Trust Account consisted of $17,832,576 in United States Treasury Bills and $0 in cash.
As of December 31, 2022, investment securities in our Trust Account consisted of $18,742,020 in United States Treasury Bills and $0 in
cash.

 Net
 Income (Loss) Per Ordinary Share

 We
comply with accounting and disclosure requirements of ASC Topic 260, " Earnings Per Share". In order to determine the
net income (loss) attributable to both the redeemable shares and non-redeemable shares, we first considered the undistributed income
(loss) allocable to both the redeemable ordinary share and non-redeemable ordinary share and the undistributed income (loss) is calculated
using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average
number of shares outstanding between the redeemable and non-redeemable ordinary share. Any remeasurement of the accretion to redemption
value of the ordinary share subject to possible redemption was considered to be dividends paid to the public stockholders. As of December
31, 2023 and 2022, we have not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of
1,055,556 shares in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the
occurrence of future events and the inclusion of such warrants would be anti-dilutive and we did not have any other dilutive securities
and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings. As a result,
diluted income (loss) per share is the same as basic (income) loss per share for the years presented.

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

 For
 the Years Ended
 December
 31,

 2023

 2022

 Net income (loss)

 $

 $
 (75,807
)

 value

 -

 (5,808,869
)

 Net income (loss) including
 accretion of carrying value to redemption value

 $

 $
 (5,884,676
)

 For
 the Years ended December 31,

 2023

 2022

 Non-

 Non-Redeemable

 Basic and diluted net income (loss) per share:

 Numerators:

 Allocation of net income (loss)
 including carrying value to redemption value

 $
 71,990

 $
 74,891

 $
 (4,388,925
)

 $
 (1,495,751
)

 value

 -

 -

 5,808,869

 -

 Allocation of net income
 (loss)

 $
 71,990

 $
 74,891

 $
 1,419,944

 $
 (1,495,751
)

 Denominators:

 Weighted-average shares outstanding

 1,699,510

 5,187,775

 Basic and diluted net
 income (loss) per share

 $
 0.04

 $
 0.04

 $
 0.27

 $
 (0.85
)

 Related
 parties

 Parties,
which can be a corporation or individual, are considered to be related if we have the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.

 Recent
 Accounting Standards

 In
August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06,
Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own
Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for
all convertible instruments. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years. 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.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are a smaller reporting company and are not required to provide the information otherwise required under this item.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 Our
financial statements and the notes thereto begin on page F-1 of this Annual Report.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Dismissal
of Independent Registered Public Accounting Firm

 Based
on information provided by Friedman LLP ("Friedman"), the independent registered public accounting firm of Nova Vision Acquisition
Corp. (the "Company"), effective September 1, 2022, Friedman combined with Marcum LLP ("Marcum") and continued
to operate as an independent registered public accounting firm. Friedman continued to serve as the Company's independent registered
public accounting firm through September 21, 2022. On September 21, 2022, the audit committee of the board of directors of the Company
dismissed Friedman and engaged Marcum to serve as the independent registered public accounting firm of the Company for the year ended
December 31, 2023. The services previously provided by Friedman are now be provided by Marcum.

 Friedman's
report on the Company's financial statements for the period from March 18, 2021 (inception) to December 31, 2022 (the "2021
Audit Report") did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except that the 2021 Audit Report contained an uncertainty about the Company's ability to
continue as a going concern.

 During
the period from March 18, 2021 (inception) to December 31, 2022, and the subsequent interim period through September 21, 2022, there
were no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, from the time of Friedman's engagement up to the date of termination which disagreements, if not resolved to
the satisfaction of Friedman, would have caused Friedman to make reference to the subject matter of the disagreements in connection with
its reports on the Company's financial statements. Also during this time, there were no "reportable events," as defined
in Item 304(a)(1)(v) of Regulation S-K.

 The
Company provided Friedman with a copy of the above disclosures and requested that Friedman provide the Company with a letter addressed
to the SEC stating whether or not it agrees with the statements made above. A copy of Friedman's letter dated September 23, 2022
was furnished as Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC by the Company on September 23, 2022.

 Appointment
of Independent Registered Public Accounting Firm

 On
September 21, 2022, the Company engaged Marcum as the Company's independent registered public accounting firm for the fiscal year
ended December 31, 2023. During the period from March 18, 2021 (inception) through the subsequent interim period on or prior to the appointment
of Marcum, neither the Company nor anyone on its behalf consulted with Marcum regarding (i) the application of accounting principles
to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's
financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important
factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter
that was either the subject of a "disagreement," as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions,
or a "reportable event," as defined in Item 304(a)(1)(v) of Regulation S-K.

 Further
Dismissal and Appointment of Independent Registered Public Accounting Firm

 Effective
April 26, 2023, the Company dismissed its independent auditor, Marcum LLP. The Audit Committee (the "Audit Committee") of
the Board of Directors of the Company completed a comprehensive selection process to determine what audit firm would serve as the Company's
independent registered public accounting firm for the year ending December 31, 2023 and both the Audit Committee and the Board of Directors
of the Company approved the engagement of MaloneBailey, LLP as the Company's independent registered public accounting firm for
the year ending December 31, 2023. MaloneBailey, LLP is also re-auditing the Company's financial statements for the fiscal years
ended December 31, 2023 and 2022.

 Marcum
LLP's audit report on the Company's financial statements as of and for the fiscal year ended December 31, 2023 (the "2022
Audit Report") did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except that the 2022 Audit Report included an explanatory paragraph indicating that there was substantial
doubt about the Company's ability to continue as a going concern. Furthermore, during the Company's most recent fiscal year
and through April 26, 2023, there have been no disagreements with Marcum LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Marcum LLP's satisfaction, would have
caused Marcum LLP to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial
statements for such period.

 For
the fiscal year ended December 31, 2023 and through April 26, 2023, there were no "reportable events" as that term is described
in Item 304(a)(1)(v) of Regulation S-K.

 The
Company provided Marcum LLP with a copy of the above disclosure prior to its filing with the SEC, and requested that Marcum LLP furnish
the Company a letter addressed to the SEC stating whether or not it agreed with the statements herein and, if not, stating the respects
in which it does not agree. A copy of Marcum LLP's letter dated May 3, 2023 was furnished as Exhibit 16.1 to the Current Report
on Form 8-K filed with the SEC by the Company on May 4, 2023.

 During
the Company's most recent fiscal year and through April 26, 2023, neither the Company nor anyone acting on the Company's
behalf consulted Malone Bailey LLP with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of
Regulation S-K.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports
filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified
in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is
accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to
allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief
executive officer and chief financial officer (our "Certifying Officers"), the effectiveness of our disclosure controls
and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our
Certifying Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the
material weakness in our internal control over financial reporting related to inadequate segregation of duties within account
processes due to limited personnel and insufficient written policies and procedures for accounting, IT and financial reporting and
record keeping. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were
prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial
statements included in this Form 10-K present fairly, in all material respects, our financial position, result of operations and
cash flows of the periods presented.

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

 Management's
Report on Internal Controls Over Financial Reporting

 As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act (as defined in Rules 13a-15(e) and 15- d-15(e)
under the Securities Exchange Act of 1934, as amended), 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 our internal control over financial reporting as of December 31, 2023 was not effective due to material weakness identified
related to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and
procedures for accounting, IT and financial reporting and record keeping.

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

 ITEM
 9B.

 OTHER
 INFORMATION

 None.

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 part
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth information about our directors and executive officers as of February 22, 2024.

 Name

 Age

 Position

 Eric
 Ping Hang Wong

 Director,
 Chief Executive Officer, and Chief Financial Officer

 Wing-Ho
 Ngan

 Chairman

 Tin
 Lun Brian Cheng

 Philip
 Richard Herbert

 Chun
 Fung Horace Ma

 Below
is a summary of the business experience of each of our executive officers and directors:

 Mr.
Eric Ping Hang Wong has served as our Chief Executive Officer, Chief Financial Officer and Director since March 2021. Mr. Wong has
more than 25 years of commercial experience in corporate finance, mergers and acquisitions, integrating and leading growth in public
and private multinational companies. Mr. Wong currently serves as a senior advisor at Third Generation Capital Limited, a middle market
corporate finance advisory firm specializing in the Asian market. Mr. Wong is also the Chairman and Managing Director of Nova Vision
Capital Limited, a management consulting company. Prior to joining Nova Vision Capital Limited and Third Generation Capital Limited in
2020, Mr. Wong was an executive vice president of Living Style Group (LSG), previously the Home Lifestyle product vertical of Li &
Fung Limited, a leading global consumer products and supply chain company. Mr. Wong was also a member of the Executive Committee driving
the growth strategy of this Home Lifestyle vertical at Li & Fung from 2008 to 2018. He led the mergers and acquisitions strategy
for Li & Fung, having completed and integrated multiple strategic acquisitions to spearhead the creation of one of the premier home
furnishings suppliers to the North American market with operations across 12 countries. Concurrent with leading mergers and acquisitions,
Mr. Wong was leading LSG's largest industrial brand Whalen, scaling the business and doubling revenue in two years from 2018 to
2020. This growth helped culminate into the sale and privatization of LSG to private equity firms Hony Capital and Fung Group in 2018.
Prior to joining Li & Fung, from 2005 to 2008, Mr. Wong was a senior vice president and shareholder at RT Sourcing Asia Limited (a
leading global supply chain company), where he led its general merchandise division and Asia operations. In 2008, Mr. Wong and his partners
at RT Sourcing sold its business to Li & Fung. From 2008 to 2011, Mr. Wong was a senior vice president at Li & Fung leading the
general merchandise division and the quality operations for the company. Mr. Wong has also held senior executive and director positions
in high growth private companies in Asia and the United States from 2001 to 2007. Mr. Wong has been a member of the Chartered Professional
Accountants of Canada since 1999. He practiced public accounting and corporate finance for Deloitte & Touche LLP and Ernst &
Young Corporate Finance LLC, respectively, in Toronto Canada from 1996 to 2000, where he focused in the technology, manufacturing and
real estate sectors. Mr. Wong graduated from Western University with a Bachelor of Arts degree majoring in economics and commerce in
1993. He completed an MBA from the Rotman School of Management at University of Toronto in 1999.

 We
believe Mr. Wong is well-qualified to serve as a member of our board of directors given his experience, relationships and contacts.

 Mr.
Wing-Ho Ngan has served as our Chairman since March 2021. Mr. Ngan has over 20 years of experience in senior management positions
in corporate, investment banking and entrepreneurship areas. Mr. Ngan is currently the chairman of QFPay Japan Inc, a leading digital
payment company in Japan and global chief executive officer of ANA NEO Inc. a virtual entertainment company in Japan. Mr. Ngan started
his investment banking career in 1999 at global investment banks including ABN AMRO, HSBC, Huatai International Financial Holdings, Lehman
Brothers and UBS, and he last served as a managing director, Head of Asia Equity Capital Markets at Huatai International Financial Holdings.
Following a successful career in the investment banking industry, Mr. Ngan entered the corporate world in 2015 and was appointed as global
vice president of Sanpower Group in Nanjing China, board member of Hamleys Global Holdings Limited in the United Kingdom and chief financial
officer of HKEx-listed C.Banners International Holdings Limited. During his time in the corporate world, Mr. Ngan focused on international
expansion, business strategy and partnerships, corporate finance, and mergers and acquisitions. Venturing from the corporate area to
entrepreneurship in 2017, Mr. Ngan co-founded two fintech start-ups QFPay International Limited and Alchemy Global Payment Solutions
Limited, where he served as chief executive officer and co-founder. Mr. Ngan graduated with a Master's Degree in Accounting &
Finance from University of Southampton in the United Kingdom in 1998.

 We
believe Mr. Ngan is well-qualified to serve as a member of our board of directors given his experience, relationships and contacts.

 Mr.
Tin Lun Brian Cheng has served as our Independent Director since March 2021. Mr. Cheng has over 20 years of experience in real estate
investment, property development and property management in Asia. Mr. Cheng is currently the chief executive officer of Bridge Connections
Property Consultants Ltd. ("BCPC"), a property consulting firm providing strategic planning, advisory, leasing services,
and property management consultation to property owners. Prior to founding BCPC in 2007, Mr. Cheng has served as general manager of Bridge
8 Holdings Ltd. since 2007. Bridge 8 Holdings Ltd. is an award-winning property redeveloper, having completed several large redevelopment
projects including Bridge 8 Shanghai. Bridge 8 Shanghai is a property converted from the former Shanghai Automobile factory to a contemporary
mixed-use space, and model establishment in Shanghai. Since 2002, Mr. Cheng has been a vice president at Lifestyle Centre Holdings Limited,
where he focused on leasing and business development to government entities, local companies and MNCs. Before moving to Shanghai, Mr.
Cheng was a senior accountant at Arthur Anderson in Hong Kong, focusing on the financial sector. Mr. Cheng has been a Certified Professional
Member and APC Assessor of the Royal Institution of Chartered Surveyors (RICS) - Commercial Property since 2014. Mr. Cheng holds a Dual
Bachelor's Degree in Banking/Finance and Management from Northwood University, and a Master's Degree in International Real
Estate from Hong Kong Polytechnic University.

 We
believe Mr. Cheng is well-qualified to serve as a member of our board of directors given his experience, relationships and contacts.

 Mr.
Philip Richard Herbert has served as our Independent Director since March 2021. Mr. Herbet has over 30 years of experience leading
multinational companies in Asia. He is currently a director of air service and commercial development (Asia) of Edmonton Regional Airports
Authority (Alberta, Canada), one of the leading airports for private investment in North America where he leads business development
in Asia. Mr. Herbert's core clients focus in the technology, bio-pharmaceuticals, advanced manufacturing, renewables, logistics,
horse-racing, and retail and hospitality sectors. Concurrent with his role at Edmonton Regional Airports Authority, Mr. Herbert was the
director of Strategy and Government Relations at Hong Kong Express Airways Limited from 2016 to 2017. Hong Kong Express Airways Limited
is an emerging, high growth (at the time) budget airline. From 1992 to 2013, Mr. Herbert was with the Swire Group, where he was a part
of its senior leadership team overseeing various parts of the business including air crew manager at Cathay Pacific Airways Limited,
business manager at Swire Pacific Cold Storage Pty. Limited, development manager of Asia Miles (Asia's largest frequent flyer program).
Mr. Herbert served as an infantry officer in the British Army (1987-1992), reaching the rank of Captain, including extra-regimental duty
with the Multinational Force & Observers, an international peacekeeping organisation in the Sinai Peninsula, Egypt. Mr. Herbert is
a graduate of Oxford University (Jesus College), where he studied Human Sciences. He has also studied at the Royal Military Academy Sandhurst
and the Junior Division of the Staff College (both British Army), as well as at INSEAD, Fontainebleau, France.

 We
believe Mr. Herbert is well-qualified to serve as a member of our board of directors given his experience, relationships and contacts.

 Mr.
Chun Fung Horace Ma has served as our Independent Director since March 2021. Mr. Ma has over 20 years of experience in senior management,
audit, compliance and finance in the technology and consumer sectors. Mr. Ma is currently the chief financial officer of S. Culture Holdings
(BVI) Limited, where he joined in 2011 to lead the company to a successful IPO on the Hong Kong Stock Exchange in July 2013. Prior to
joining S. Culture Holdings (BVI) Limited, Mr. Ma was the Group Financial Controller of Samvo Strategic Holdings Limited, an online gaming
company licensed out of London, England from 2009 to 2010. Prior to Samvo Strategic Holdings Limited, Mr. Ma founded Protiviti Hong Kong,
a leading independent risk consulting firm in 2003. Mr. Ma's core clients focused in technology, telecom and real estate sectors.
Mr. Ma started his formal professional training in Arthur Andersen Hong Kong in 1993. He has been a Certified Public Accountant (Practicing)
registered with the Hong Kong Institute of Certified Public Accountants since 2003, a fellow member of the Association of Chartered Certified
Accountants since 2004, a Certified Internal Auditor registered with the Institute of Internal Auditors since 2005 and holder of Certification
of Control Self-Assessment of the Institute of Internal Auditors since 2006. Mr. Ma graduated with a Master of Science in Finance (2004)
and Bachelor of Business Administration and Professional Accountancy (1993) conferred by The Chinese University of Hong Kong and Bachelor
of Laws External Programme (2001) conferred by the University of London.

 We
believe Mr. Ma is well-qualified to serve as a member of our board of directors given his experience, relationships and contacts.

 Executive
Officer and Director Compensation

 We
will pay $10,000 per month administrative fee to the sponsor until completion of the Company's Business Combination or the liquidation
of the trust account to public shareholders. No other compensation of any kind, including finders, consulting or other similar fees,
has been paid or will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior
to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses
and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which
includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

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

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

Independence

requires that a majority of our board must be composed of "Independent Directors." Currently, Brian Cheng, Philip Herbert,
and Horace Ma would each be considered an "Independent Director" under the NASDAQ listing rules, which is defined generally
as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship, which,
in the opinion of the Company's board of directors would interfere with the director's exercise of independent judgment in
carrying out the responsibilities of a director. Our Independent Directors will have regularly scheduled meetings at which only Independent
Directors are present.

 We
will only enter into a business combination if it is approved by a majority of our Independent Directors. Additionally, we will only
enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than
could be obtained from independent parties. Any related-party transactions must also be approved by our audit committee and a majority
of disinterested Independent Directors.

 Our
Advisor

 Poseidon
Ocean Corporation is an advisor to our board of directors. Poseidon Ocean Corporation is controlled by Mr. Kin (Stephen) Sze. Mr. Sze
has been serving as executive director at Silverbricks Asset Management Company Limited since July 2020. Mr. Sze has over 20 years of
experience in banking, finance, mergers and acquisitions, initial public offerings and listings of special purpose acquisition companies
(SPACs). He currently also serves as the director of Nan International Holdings Limited. Mr. Sze was the chairman and chief executive
officer of HHG Capital Corporation from July 2020 to June 2021. Prior to that he was the chief executive officer and director of Proficient
Alpha Acquisition Corp (PAAC) from March 2019 to June 2020. PAAC was a SPAC which completed a business combination with Lion Group Holding
Limited (LGHL) in June 2020. Prior to that, he served in senior positions at Agricultural Bank of China International from 2018 to 2019
and China Everbright Holdings Company Limited from 2006 to 2018. Mr. Sze received an MBA degree from the University of South Australia
and a Bachelor's degree in Chemical Engineering from the University of Toronto. Mr. Sze is a Chartered Financial Analyst ("CFA")
Charter holder, Fellow of Institute of Public Accountants and Institute of Financial Accountants.

 Audit
Committee

 Under
the NASDAQ listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must
be independent. Effective as of August 5, 2021, we have established an audit committee of the board of directors, which will consist
of Mr. Tin Lun Brian Cheng, Mr. Philip Richard Herbert, and Mr. Chun Fung Horace Ma, each of whom is an independent director under NASDAQ's
listing standards. Mr. Chun Fung Horace Ma is the Chairperson of the audit committee. The audit committee's duties, which are specified
in our Audit Committee Charter, include, but are not limited to:

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

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

 discussing
 with management major risk assessment and risk management policies;

 monitoring
 the independence of the independent auditor;

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

 and approving all related-party transactions;

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

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

 appointing
 or replacing the independent auditor;

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

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

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

 Financial
Experts on Audit Committee

 The
audit committee will at all times be composed exclusively of Independent Directors" who are "financially literate"
as defined under NASDAQ listing standards. NASDAQ listing standards define "financially literate" as being able to read and
understand fundamental financial statements, including a company's balance sheets, income statements and cash flow statements.

 In
addition, we must certify to NASDAQ that the committee has, and will continue to have, at least one member who has past employment experience
in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results
in the individual's financial sophistication. The board of directors has determined that Mr. Chun Fung Horace Ma is qualified as
an "audit committee financial expert," as defined under rules and regulations of the SEC.

 Nominating
Committee

 Effective
as of August 5, 2021, we have established a nominating committee of the board of directors, which will consist of Mr. Tin Lun Brian Cheng,
Mr. Philip Richard Herbert, and Mr. Chun Fung Horace Ma, each of whom is an independent director under NASDAQ's listing standards.
Mr. Chun Fung Horace Ma is the Chairperson of the nominating committee. The nominating committee is responsible for overseeing the selection
of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members,
management, shareholders, investment bankers and others.

 Guidelines
for Selecting Director Nominees

 The
guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

 should
 have demonstrated notable or significant achievements in business, education or public service;

 should
 possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring
 a range of skills, diverse perspectives and backgrounds to its deliberations; and

 should
 have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

 The
nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person's candidacy for membership on the board of directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board of
directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking
proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).
Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our amended and
restated memorandum and articles of association. The nominating committee does not distinguish among nominees recommended by shareholders
and other persons.

 Compensation
Committee

 Effective
as of August 5, 2021, we have established a compensation committee of the board of directors, which will consist of Mr. Tin Lun Brian
Cheng, Mr. Philip Richard Herbert, and Mr. Chun Fung Horace Ma, each of whom is an independent director under NASDAQ's listing
standards. Mr. Chun Fung Horace Ma is the Chairperson of the compensation committee. The compensation committee's duties, which
are specified in our Compensation Committee Charter, include, but are not limited to:

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

 and approving the compensation of all of our other executive officers;

 our executive compensation policies and plans;

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

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

 approving
 all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive 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.

 No
other compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders,
including our directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the
consummation of a business combination. 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.

 Code
of Ethics

 Upon
consummation of the IPO, we adopted a code of ethics that applies to all of our executive officers, directors and employees. The code
of ethics codifies the business and ethical principles that govern all aspects of our business.

 Conflicts
of Interest

 Potential
investors should be aware of the following potential conflicts of interest:

 None
 of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest
 in allocating their time among various business activities.

 In
 the course of their other business activities, our officers and directors may become aware of investment and business opportunities
 which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management
 has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a
 particular business opportunity should be presented.

 Our
 officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business
 activities similar to those intended to be conducted by our company.

 The
 insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed
 and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust
 account with respect to any of their insider shares if we do not complete a business combination. Furthermore, our initial shareholders
 have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination.
 In addition, our officers and directors may loan funds to us after the IPO and may be owed reimbursement for expenses incurred in
 connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the
 foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in
 identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their
 shares.

 Under
British Virgin Islands law, directors owe the following fiduciary duties:

 (i)

 duty
 to act in good faith in what the director believes to be in the best interests of the company as a whole;

 (ii)

 duty
 to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

 (iii)

 directors
 should not improperly fetter the exercise of future discretion;

 (iv)

 duty
 not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
 and

 (v)

 duty
 to exercise independent judgment.

 In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
which that director has.

 As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval
at general meetings.

 Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates
a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts
will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses
of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to
which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it
is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing
fiduciary obligations and any successors to such entities have declined to accept such opportunities.

 In
order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors
has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such
time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity,
any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual
obligations he might have.

 The
following table summarizes the other relevant pre-existing fiduciary or contractual obligations of our officers and directors:

 Name
 of

 Individual

 Name
 of Affiliated Company

 Affiliation

 Priority/Preference
 relative to

 the
 Company

 Wing-Ho
 Ngan

 QFPay
 Japan Inc.

 ANA
 NEO Inc.

 Chairman

 Global
 Chief Executive Officer

 QFPay
 Japan Inc.

 ANA
 NEO Inc.

 Brian
 Cheng

 Bridge
 Connection Properties Consultants Ltd.

 Managing

 Bridge
 Connection Properties Consultants Ltd.

 Horace
 Ma

 S.
 Culture Holdings (BVI) Limited

 Chief
 Financial Officer

 S.
 Culture Holdings (BVI) Limited

 In
connection with the vote required for any business combination, all of our existing shareholders, including all of our officers and directors,
have agreed to vote their respective insider shares and private shares in favor of any proposed business combination. In addition, they
have agreed to waive their respective rights to participate in any liquidation distribution with respect to those ordinary shares acquired
by them prior to the IPO. If they purchase ordinary shares in the IPO or in the open market, however, they would be entitled to participate
in any liquidation distribution in respect of such shares but have agreed not to convert such shares (or sell their shares in any tender
offer) in connection with the consummation of our initial business combination or an amendment to our amended and restated memorandum
and articles of association relating to pre-business combination activity.

 All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed
by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval
by our audit committee and a majority of our uninterested "independent" directors, or the members of our board who do not
have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We
will not enter into any such transaction unless our audit committee and a majority of our disinterested "independent" directors
determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such
a transaction from unaffiliated third parties.

 To
further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated
with any of our officers, directors or initial shareholders, unless we have obtained (i) an opinion from an independent investment banking
firm that the business combination is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a
majority of our disinterested and Independent Directors (if we have any at that time). Furthermore, in no event will any of our initial
shareholders, officers, directors, special advisors or their respective affiliates be paid any finder's fee, consulting fee or
other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business
combination.

 Limitation
on Liability and Indemnification of Officers and Directors.

 Our
amended and restated memorandum and articles of association provide that, subject to certain limitations, the Company shall indemnify
its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement
and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnity only applies if the person
acted honestly and in good faith with a view to what the person believes is in the best interests of the Company and, in the case of
criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. The decision of the directors as
to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person
had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the
memorandum and articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order,
settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly
and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct
was unlawful.

 We
will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of
association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the Company
is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint
venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether
or not the Company has or would have had the power to indemnify the person against the liability as provided in the memorandum and articles
of association. We will purchase a policy of directors' and officers' liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
our officers and directors.

 These
provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against 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 officers and directors pursuant to these indemnification provisions.

 We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.

 Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is theretofore unenforceable.

 Section
16(a) Beneficial Ownership Reporting Compliance

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

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

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 Employment
Agreements

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

 Executive
Officers and Director Compensation

 We
pay $10,000 per month administrative fee to the sponsor from April 1, 2021. No executive officer has received any cash compensation for
services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our
existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order
to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on
suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness
of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or
a court of competent jurisdiction if such reimbursement is challenged.

 ITEM
 12.

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

 The
following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each person who
is known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares, (ii) each of our officers and
directors, and (iii) all of our officers and directors as a group as of February 22, 2024. As of February 22,
2024, we had 3,318,297 ordinary shares issued and outstanding.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable
upon exercise of the warrants or conversion of rights, as the warrants are not exercisable, and the rights are not convertible, within
60 days of the date of this report.

 Name
 and Address of Beneficial Owner (1)

 Amount
 and Nature of Beneficial Ownership

 Approximate
 Percentage of Outstanding Ordinary Shares

 Nova Pulsar Holdings
 Limited (2)

 1,405,000

 42.3
 %

 Poseidon Ocean Corporation (3)

 200,000

 6.0
 %

 Eric Ping Hang Wong

 100,000

 3.0
 %

 Wing-Ho Ngan (2)

 1,405,000

 42.3
 %

 Tin Lun Brian Cheng

 10,000

 *

 %

 Philip Richard Herbert

 10,000

 *

 %

 Chun Fung Horace Ma

 20,000

 *

 %

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

 1,545,000

 46.6
 %

 Other
 5% shareholders

 Polar Asset Management Partners
 Inc. (4)

 250,000

 7.53
 %

 Periscope Capital Inc. (5)

 175,000

 5.27
 %

 *
Less than 1%.

 (1)
Unless otherwise indicated, the business address of each of the individuals or entities is c/o Nova Vision Acquisition Corp., 3 Ocean
Way #5-7, Singapore 098368.

 (2)
Nova Pulsar Holdings Limited is the record holder of the insider shares reported herein. Mr. Wing-Ho Ngan, our Chairman, by virtue of
his control over our sponsor, may be deemed to beneficially own shares held by our sponsor.

 (3)
Poseidon Ocean Corporation, our advisor, is controlled by Mr. Kin (Stephen) Sze.

 (4)
According to an amended Schedule 13G filed on February 12, 2024, interests shown are held by Polar Asset Management Partners Inc., a
company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a
Cayman Islands exempted company ("PMSMF") with respect to the shares directly held by PMSMF. Polar Asset Management Partners
Inc. is an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario
Securities Commission. The business address of each of the reporting entities or individuals is 16 York Street, Suite 2900, Toronto,
ON, Canada M5J 0E6.

 (5)
According to an amended Schedule 13G filed on February 9, 2024, Periscope Capital Inc. is the beneficial owner of 175,000 shares, and acts as
investment manager of, and exercises investment discretion with respect to, certain private investment funds that collectively directly
own 94,600 shares. The business address of the reporting entity is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 In
March 2021, 1,150,000 insider shares were issued to our sponsor for an aggregate purchase price of $25,000, and 100,000 insider shares
were issued to Poseidon Ocean Corporation, our advisor, as consideration for its agreeing to be advisor to our board of directors. In
April 2021, the Sponsor transferred 240,000 insider shares to our officers, directors and advisor and we further allotted an aggregate
of 187,500 insider shares to our sponsor, resulting in an aggregate of 1,437,500 ordinary shares outstanding to our initial shareholders.

with the closing of the IPO, we consummated the private placement ("Private Placement") with its sponsor of 307,500 units
(the "Private Units") at a price of $10.00 per Private Unit, generating total proceeds of $3,075,000.

 As
of December 31, 2023 and 2022, we had a total amount due to related party of $233,151 and $129,451 from a related party for the payment of costs
related to general and administrative services, the Initial Public Offering and administrative services agreement. The balance is unsecured, interest-free and has no
fixed terms of repayment.

 In
order to meet our working capital needs following the consummation of the IPO, our initial shareholders, officers and directors and their
respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable
in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our
initial business combination, without interest, or, at the lender's discretion, up to $500,000 of the notes may be converted upon
consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders
being issued units to acquire 50,000 ordinary shares, warrants to purchase 25,000 ordinary shares and rights to receive 5,000 ordinary
shares if $500,000 of notes were so converted). Our shareholders have approved the issuance of the units and underlying securities upon
conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business
combination. If we do not complete a business combination, the loans would be repaid out of funds not held in the trust account, and
only to the extent available.

 On
August 4, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $575,000 the Sponsor in
exchange for Sponsor depositing such amount into the Company's trust account in order to extend the amount of time the Company
has available to complete a business combination for a period of three months to November 10, 2022. Subsequently, the Company
further issued a total of five non-interest bearing, unsecured promissory notes (together with the promissory note issued on August
4, 2022, the "Promissory Notes"), each for an amount of $75,030 (representing $0.0416 per Public Share), on November 9,
2022, December 8, 2022, January 5, 2023, February 7, 2023, March 7, 2023, April 7, 2023, May 2, 2023, June 8, 2023, and July 5,
2023, respectively, to the Sponsor in exchange for the Sponsor depositing the same amount into the Company's Trust Account. It
also issued seven Promissory Notes, each in the amount of $69,763, on August 3, 2023, September 6, 2023, October 6, 2023, November
6, 2023, December 6, 2023, January 6, 2024, and February 8, 2024. It also issued five Promissory Notes in the amount of $50,000,
$350,000, $1,500,000, $170,000 and $48,750 to the sponsor on January 10, 2023, July 3, 2023, September 28, 2023, January 10, 2024 and February 9, 2024, respectively.
All Promissory Notes would either be paid upon consummation of Nova Vision's initial business combination, or, at the
lender's discretion, converted upon consummation of its business combination into additional private units at a price of
$10.00 per unit, but will not be repaid in the event that Nova Vision is unable to close a business combination unless there are
funds available outside the Trust Account to do so. As of the date of this report, the Company has until March 10, 2024 to
consummate a business combination but may further extend the period four times for one month each time up to August 10,
2024.

 The
holders of our insider shares, as well as the holders of the private units (and all underlying securities), will be entitled to registration
rights pursuant to an agreement to be signed prior to or on the effective date of the IPO. The holders of a majority of these securities
are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect
to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be
released from escrow. The holders of a majority of the private units or securities issued in payment of working capital loans can elect
to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.

 Nova
Pulsar Holdings Limited, our sponsor, has agreed that, commencing on April 1, 2021, it will make available to us certain general and
administrative services, including office space, utilities and administrative support, as we may require from time to time. We have agreed
to pay $10,000 per month for these services. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee
upon a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses
in connection with our initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later
than the date of the consummation of our initial business combination. We believe that the fee charged by Nova Pulsar Holdings Limited
is at least as favorable as we could have obtained from an unaffiliated person.

 Other
than the fees described above, no compensation or fees of any kind, including finder's fees, consulting fees or other similar compensation,
will be paid to any of our initial shareholders, officers or directors who owned our ordinary shares prior to the IPO, or to any of their
respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

 We
will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit
on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.
Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of our management
team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed
and approved by our board of directors, with any interested director abstaining from such review and approval.

 All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed
by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any
compensation, will require prior approval by a majority of our uninterested "independent" directors (to the extent we have
any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our
attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested "independent"
directors (or, if there are no "independent" directors, our disinterested directors) determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

 Related
Party Policy

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

 We
also require each of our directors and executive officers to annually complete a directors' and officers' questionnaire that
elicits information about related party transactions.

 Our
audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent
we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective
affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions
will require prior approval by our audit committee and a majority of our uninterested "independent" directors, or the members
of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent
legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested "independent"
directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect
to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete
a directors' and officers' questionnaire that elicits information about related party transactions.

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

 To
further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated
with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that the business combination
is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers,
directors or initial shareholders, or any entity with which they are affiliated, be paid any finder's fee, consulting fee or other
compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

Independence

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

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

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

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by Friedman and Marcum in connection with regulatory filings. The aggregate fees billed by MB, Friedman
and Marcum for professional services rendered for the audits of our annual financial statements, reviews of the financial information
included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2023 totaled
approximately $94,000, $18,000 and $15,000, respectively, and year ended December 31, 2022 totaled approximately $65,000, $0 and $85,000,
respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings and professional
services rendered in connection with the IPO.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We
did not pay MB, Friedman and Marcum for consultations concerning financial accounting and reporting standards during the year ended December
31, 2023 and 2022.

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

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

 part
IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

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

 (a)

 Financial
 Statements:

 (1)

 Financial
 Statements:

 (2)

 All
 supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto
 or they are not required or are not applicable

 (b)

 Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the
SEC website at www.sec.gov.

 EXHIBIT

 Exhibit
 No.

 Description

 1.1*

 Underwriting
 Agreement, dated August 5, 2021, by and between the Registrant and EF Hutton, division of Benchmark Investments, LLC (incorporated
 by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on August 10, 2021)

 3.1*

 Amended
 and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed
 with the SEC on August 10, 2021)

 3.2*

 Second
 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form
 8-K filed with the SEC on November 10, 2022)

 4.1*

 Specimen
 Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, originally filed with the SEC
 on June 15, 2020 (File No. 333-257124), as amended)

 4.2*

 Specimen
 Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, originally filed
 with the SEC on June 15, 2020 (File No. 333-257124), as amended)

 4.3*

 Specimen
 Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1, originally filed with the

 4.4*

 Specimen
 Right Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1, originally filed with the

 4.5*

 Warrant
 Agreement, dated August 5, 2021, by and between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated
 by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 10, 2021)

 4.6*

 Agreement, dated August 5, 2021, by and between American Stock Transfer & Trust Company, LLC and the Registrant (incorporated
 by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on August 10, 2021)

 10.1*

 Letter
 Agreements, dated August 5, 2021, by and between the Company and each of the officers and directors of the Company (incorporated
 by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 10, 2021)

 10.2*

 Investment
 Management Trust Agreement, dated August 5, 2021, by and between American Stock Transfer & Trust Company, LLC and the Registrant
 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 10, 2021)

 10.3*

 Stock
 Escrow Agreement, dated August 5, 2021, among the Registrant, American Stock Transfer & Trust Company, LLC, and the initial shareholders
 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on August 10, 2021)

 10.4*

 Registration
 Rights Agreement, dated August 5, 2021, among the Registrant, American Stock Transfer & Trust Company, LLC and the initial shareholders
 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on August 10, 2021)

 10.5*

 Subscription
 Agreement, dated August 5, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registration
 Statement on Form S-1, originally filed with the SEC on June 15, 2020 (File No. 333-257124), as amended)

 10.6*

 Amendment
 to Investment Management Trust Agreement, dated November 9, 2022, by and between American Stock Transfer & Trust Company, LLC
 and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 10,
 2022)

 10.7*

 Note issued to Nova Pulsar Holdings Limited dated August 4, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report
 on Form 8-K filed with the SEC on August 9, 2022)

 10.8*

 Note issued to Nova Pulsar Holdings Limited dated November 9, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report
 on Form 8-K filed with the SEC on November 10, 2022)

 10.9*

 Note issued to Nova Pulsar Holdings Limited dated December 8, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report
 on Form 8-K filed with the SEC on December 9, 2022)

 10.10*

 Note issued to Nova Pulsar Holdings Limited dated January 5, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report
 on Form 8-K filed with the SEC on January 9, 2023)

 10.11*

 Note issued to Nova Pulsar Holdings Limited dated February 7, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report
 on Form 8-K filed with the SEC on February 10, 2023)

 10.12*

 Note issued to Nova Pulsar Holdings Limited dated March 7, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report
 on Form 8-K filed with the SEC on March 8, 2023)

 14.1*

 Code
 of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1, originally filed with the SEC on June
 15, 2020 (File No. 333-257124), as amended)

 14.2*

 Audit
 Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1, originally filed with the

 14.3*

 Nominating
 Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1, originally filed with the

 14.4*

 Compensation
 Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1, originally filed with the

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

 Certification of Chief Executive Officer and 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

 Clawback
 Policy

 101.INS

 101.CAL

 101.SCH

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
 Previously filed with the Original Filing.

 SIGNATURES

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

 NOVA
 VISION ACQUISITION CORP.

 Dated:

 By:

 /s/
 Eric Ping Hang Wong

 Name:

 Eric
 Ping Hang Wong

 Title:

 Chief
 Executive Officer and Chief Financial Officer

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

 Name

 Position

 Date

 /s/
 Eric Ping Hang Wong

 Chief
 Executive Officer (Principal executive

 Eric
 Ping Hang Wong

 officer),
 Chief Financial Officer (Principal

 financial
 and accounting officer) and Director

 /s/
 Wing-Ho Ngan

 Chairman
 of the Board

 Wing-Ho
 Ngan

 /s/
 Tin Lun Brian Cheng

 Tin
 Lun Brian Cheng

 /s/
 Philip Richard Herbert

 Philip
 Richard Herbert

 /s/
 Chun Fung Horace Ma

 Chun
 Fung Horace Ma

 NOVA
VISION ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm – MaloneBailey,
 LLP (PCAOB ID: 206)

 Consolidated
 Balance Sheets

 Consolidated
 Statements of Operations

 Consolidated
 Statements of Changes in Shareholders' Deficit

 Consolidated
 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 – F-19

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 Nova
Vision Acquisition Corp.

 Opinion
on the Financial Statements

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

 Going
Concern Matter

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

 Basis
for Opinion

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

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

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

 /s/
MaloneBailey, LLP

 www.malonebailey.com

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

 Houston,
Texas

 F- 2

 NOVA

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 December
 31,

 2023

 2022

 ASSETS

 Current assets

 Cash

 $
 97,273

 $
 163,442

 Prepaid
 expenses

 9,354

 121,259

 Total current assets

 106,627

 284,701

 Investment held in Trust
 Account

 17,832,576

 18,742,020

 TOTAL
 ASSETS

 $
 17,939,203

 $
 19,026,721

 LIABILITIES, TEMPORARY EQUITY
 AND SHAREHOLDERS' DEFICIT

 Current liabilities:

 Accrued expenses

 $
 85,937

 $
 17,027

 Due to related party

 233,151

 129,451

 Working capital loan payable,
 related party

 400,000

 -

 Extension
 loan payable, related party

 1,599,089

 650,030

 Total Current Liabilities

 2,318,177

 796,508

 Deferred underwriting
 compensation

 750,000

 750,000

 TOTAL
 LIABILITIES

 3,068,177

 1,546,508

 Commitments and contingencies

 -

 -

 Ordinary shares subject
 to possible redemption 1,550,297 and
 1,803,612 shares
 issued and outstanding at redemption value at December 31, 2023 and 2022, respectively

 17,832,576

 18,742,020

 Shareholders' deficit:

 Ordinary shares, $ 0.0001
 par value; 500,000,000
 shares authorized; 1,768,000
 shares issued and outstanding (excluding 1,550,297
 and 1,803,612
 shares subject to redemption as of December 31, 2023 and 2022,
 respectively)

 Accumulated deficit

 ( 2,961,727
)

 ( 1,261,984
)

 Total Shareholders'
 Deficit

 ( 2,961,550
)

 ( 1,261,807
)

 TOTAL
 LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS' DEFICIT

 $
 17,939,203

 $
 19,026,721

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

 F- 3

 NOVA

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 For the years ended December
 31,

 2023

 2022

 General
 and administrative expenses

 $
 ( 750,666
)

 $
 ( 713,827
)

 Other income (expense):

 Dividend income earned
 in investments held in Trust Account

 897,565

 637,925

 Exchange (loss) gain

 ( 31
)

 Interest
 income

 Total other income,
 net

 897,547

 638,020

 Income (loss) before income taxes

)

 Income taxes

 -

 -

 NET
 INCOME (LOSS)

 $

 $
)

 Basic and diluted weighted
 average shares outstanding, ordinary shares subject to redemption

 1,699,510

 5,187,775

 Basic and diluted net
 income per ordinary shares subject to possible redemption

 $
 0.04

 $
 0.27

 Basic and diluted weighted
 average shares outstanding, ordinary shares attributable to Nova Vision Acquisition Corporation

 Basic and diluted net
 income (loss), ordinary shares attributable to Nova Vision Acquisition Corporation

 $
 0.04

 $
 ( 0.85
)

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

 F- 4

 NOVA

 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 For
 the years ended December 31, 2023 and 2022

 Ordinary
 shares

 Additional

 Total

shareholders'

 No.
 of

 shares

 Amount

 paid-in

 capital

 Accumulated

 deficit

 equity
 (deficit)

 Balance as of January 1, 2023

 $

 $
 -

 $
 ( 1,261,984
)

 $
 ( 1,261,807
)

 Re-measurement of carrying value to redemption value

 -

 -

 -

 ( 897,565
)

 ( 897,565
)

 Additional amount deposited into trust for extension

 ( 949,059
)

 ( 949,059
)

 Net income for the year

 -

 -

 -

 Balance as of December 31, 2023

 $

 $
 -

 $
 ( 2,961,727
)

 $
 ( 2,961,550
)

 Balance as of January 1, 2022

 $

 $
 5,001,153

 $
 ( 378,461
)

 $
 4,622,869

 Balance

 $

 $
 5,001,153

 $
 ( 378,461
)

 $
 4,622,869

 Additional amount deposited into trust for
 extension

 -

 -

 -

 ( 650,030
)

 ( 650,030
)

 Accretion of carrying value to redemption value

 ( 5,001,153
)

 ( 157,686
)

 ( 5,158,839
)

 Net loss for the year

 -

 -

 -

)

)

 Net income (loss) for
 the year

 -

 -

 -

)

)

 Balance as of December 31, 2022

 $

 $
 -

 $
 ( 1,261,984
)

 $
 ( 1,261,807
)

 Balance

 $

 $
 -

 $
 ( 1,261,984
)

 $
 ( 1,261,807
)

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

 F- 5

 NOVA

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 For
 the years ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net income (loss)

 $

 $
)

 Adjustments to reconcile net income (loss)
 to net cash used in operating activities

 Dividend income earned in investments held
 in Trust Account

 ( 897,565
)

 ( 637,925
)

 Change in operating assets and liabilities:

 Decrease in prepayment

 111,905

 16,239

 Increase (decrease) in accrued expenses

 68,910

 ( 12,065
)

 Increase
 in due to related party

 120,000

 120,000

 Net cash used in
 operating activities

 ( 449,869
)

 ( 589,558
)

 Cash flows from investing activities

 Cash withdrawn from Trust Account in connection
 to redemption

 2,756,068

 40,622,539

 Proceeds from promissory
 notes deposited in trust account by founder shareholder

 ( 949,059
)

 ( 650,030
)

 Net cash provided by
 investing activities

 1,807,009

 39,972,509

 Cash flows from financing activities:

 Redemption of common stock

 ( 2,756,068
)

 ( 40,622,539
)

 Proceeds from working capital loan promissory
 notes

 400,000

 -

 Proceeds from extension loan promissory notes

 949,059

 650,030

 (Repayment to) Proceeds
 from a related party

 ( 16,300
)

 Net cash used in
 financing activities

 ( 1,423,309
)

 ( 39,972,144
)

 NET CHANGE IN CASH

 ( 66,169
)

 ( 589,193
)

 CASH,
 BEGINNING OF YEAR

 163,442

 752,635

 CASH,
 END OF YEAR

 $
 97,273

 $
 163,442

 SUPPLEMENTAL DISCLOSURE
 OF NON-CASH FINANCING ACTIVITIES:

 Re-measurement of carrying value to redemption
 value

 $
 897,565

 $
 -

 Additional amount deposited
 into trust for extension

 $
 949,059

 $
 650,030

 value

 $
 -

 $
 5,158,839

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

 F- 6

 NOVA

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – ORGANIZATION AND BUSINESS BACKGROUND

 Nova
Vision Acquisition Corp. (the "Company" or "we", "us" and "our") is a blank check company
incorporated on March 18, 2021, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange,
share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements,
or engaging in any other similar business combination with one or more businesses or entities (the "Business Combination").
Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
the Company intends to focus on that are in the PropTech, FinTech, ConsumerTech, Supply Chain Management industries or technology companies
that serve these or other sectors in Asia (excluding China).

 Real
Messenger Corporation ("PubCo") is a company incorporated on June 27, 2023, under the laws of the Cayman Islands for the
purpose of effecting the business combination. PubCo is wholly owned by the Company.

 RM2
Limited ("Merger Sub") is a company incorporated on June 27, 2023, under the laws of the Cayman Islands for the purpose of
effecting the business combination. Merger Sub is wholly owned by PubCo.

 The
Company's entire activities from inception up to August 10, 2021 were in preparation for the initial public offering. Since the
initial public offering, the Company's activity has been limited to the evaluation of business combination candidates. The Company
has selected December 31 as its fiscal year end.

 Financing

 The
registration statement for the Company's initial public offering (the "Initial Public Offering" as described in Note
4) became effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 5,000,000
 ordinary units (the "Public Units"),
generating gross proceeds of $ 50,000,000
 which is described in Note 4. Simultaneously,
the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units. The underwriters
purchased an additional 750,000
 Units (the "Over-Allotment Units")
at an offering price of $ 10.00
 per Unit, generating gross proceeds to the Company of $ 7,500,000.

with the closing of the Initial Public Offering, the Company consummated the sale of 307,500
 units (the "Private Units") at a
price of $ 10.00
 per Private Unit in a private placement, generating
gross proceeds of $ 3,075,000,
which is described in Note 5.

 Transaction
costs amounted to $ 1,207,980,
consisting of $ 1,006,250 of
underwriter's fees and $ 201,730 of
other offering costs.

 Trust
Account

 Upon
the closing of the Initial Public Offering and over-allotment exercised, $ 55,000,000
 was placed in a trust account (the "Trust
Account") with American Stock Transfer & Trust Company acting as trustee. The aggregate amount of $ 58,075,000
 (including $ 3,075,000
 released from the escrow account on August 13,
2021) held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 180
days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act until the
earlier of (i) the consummation of the Company's initial Business Combination and (ii) the Company's failure to consummate
a Business Combination within 21 months from the closing of the Initial Public Offering. Placing funds in the Trust Account may not protect
those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective
target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies
held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held
in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing
general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to
pay the Company's tax obligations. On November 9, 2022, 3,946,388
 shares were redeemed by certain shareholders
at a price of approximately $ 10.29 per
share, including income earned from investments held on Trust Account and extension payments deposited in the Trust Account, in an aggregate
amount of $ 40,622,540.
On August 3, 2023, 253,315 shares
were tendered for redemption at a price of approximately $ 10.88
 per share or $ 2,756,068,
including income earned from investments held on Trust Account and extension payments deposited in the Trust Account.

 Business
Combination

to Nasdaq listing rules, the Company's initial Business Combination must occur with one or more target businesses having an aggregate
fair market value equal to at least 80 %
of the value of the funds in the Trust Account (excluding any deferred underwriter's fees and taxes payable on the income earned
on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for our initial
Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market
value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to
satisfy the 80% test. The Company currently anticipates structuring a Business Combination to acquire 100 %
of the equity interests or assets of the target business or businesses.

 F- 7

 The
Company may, however, structure a Business Combination where the Company merges directly with the target business or where the Company
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, but the Company will only complete such Business Combination if the post-transaction company
owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% test.

 The
Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders
may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes
then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer
for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but
not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480 Distinguishing Liabilities
from Equity ("ASC 480"). The Company will proceed with a Business Combination only if it will have net tangible assets of
at least $ 5,000,001
 upon consummation of the Business Combination
and, solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor
of the Business Combination.

 Notwithstanding
the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a
"group" (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect
to 15% or more of the ordinary shares sold in the Initial Public Offering without the Company's prior consent. In connection with
any shareholder vote required to approve any Business Combination, the Sponsor and any of the Company's officers and directors
that hold Founder Shares (as described in Note 6) (the " Initial Shareholders") will agree (i) to vote any of their respective
shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the "Initial
Shares"), ordinary shares included in the Private Units to be sold in the Private Placement, and any ordinary shares which were
initially issued in connection with the Initial Public Offering, whether acquired in or after the effective date of the Initial Public
Offering, in favor of the initial Business Combination; (b) not to propose an amendment to the Company's Amended and Restated Memorandum
and Articles of Association with respect to the Company's pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares into the right to receive cash
from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer
in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend
the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders' rights of pre-Business
Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding
up if a Business Combination is not consummated.

 F- 8

 On
March 27, 2023, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified
from time to time, the "Merger Agreement"), by and between the Company and Real Messenger Holdings Limited, a Cayman Islands
exempted company. pursuant to which (a) the Company will form Real Messenger Corporation, a Cayman Islands exempted company, as its wholly
owned subsidiary ("Purchaser"), (b) Purchaser will form RM2 Limited, a Cayman Islands exempted company, as its wholly owned
subsidiary ("Merger Sub"), (c) the Company will be merged with and into Purchaser (the "Reincorporation Merger"),
with Purchaser surviving the Reincorporation Merger, and (d) Merger Sub will be merged with and into the Company (the "Acquisition
Merger"), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the
"Business Combination").

to the Merger Agreement, Purchaser will issue 7,500,000
 ordinary shares with a deemed price per share
of US$ 10.00
 for a total value of $ 75,000,000
 ("Aggregate Stock Consideration")
to the current shareholders of the Company (the "Shareholders"), among which, 6,000,000
 ordinary shares (the "Closing Payment Shares")
will be delivered to the Shareholders at the Closing and 1,500,000
 ordinary shares will be held back by Purchaser
for one year after the Closing as security for indemnification obligation of the representations and warranties of the Company as set
forth in the Merger Agreement (the "Holdback Shares"). On August 15, 2023, the parties to the Merger Agreement, including
Purchaser and Merger Sub, entered into an Amendment No. 1 to the Merger Agreement (the "Amendment No. 1"). Pursuant to the
Amendment No. 1, the Aggregate Stock Consideration will be 4,500,000
 ordinary shares with a deemed price per share
of US$ 10.00
 for a total value of $ 45,000,000,
among which, 4,050,000
 ordinary shares will be delivered to the shareholders
at the Closing and 450,000
 ordinary shares will be held back by Purchaser
for one year after the closing of the Merger Agreement as security for indemnification obligation of the representations and warranties
of the Company as set forth in the Merger Agreement (the " Holdback Shares "). The Closing Payment Shares consist of
 3,600,000
 Class B ordinary shares and 900,000
 Class A ordinary shares. On October 27, 2023,
the parties entered into an Amendment No. 2 to the Merger Agreement (the " Amendment No. 2 "). Pursuant to the Amendment
No. 2, the Aggregate Stock Consideration will be 5,000,000
 ordinary shares of Purchaser, 500,000
 of which will be issued to holders of convertible
notes issued by the Company as of October 4, 2023.

 Liquidation

 For
the year ended December 31, 2023, the Company incurred net income of $ 146,881
 and had cash used in operating activities of
$ 449,869. As of December 31, 2023, the Company had cash of $ 97,273
 with negative working capital of $ 2,130,550.
If the Company does not complete a Business Combination within 12
 months from the consummation of the Initial Public
Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated
memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary
liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary
winding up, dissolution and liquidation. However, if the Company anticipate that the Company may not be able to consummate its initial
Business Combination within 12 months (or 15 months if the Company has filed a proxy statement, registration statement or similar filing
for an initial Business Combination within 12 months from the consummation of the Initial Public Offering but have not completed the
initial Business Combination within such 12-month period), the Company may, but are not obligated to, extend the period of time to consummate
a Business Combination three times (or two times) by an additional three months each time (for a total of up to 21 months to complete
a Business Combination). Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement
entered into between the Company and American Stock Transfer & Trust Company on July 30, 2021, in order to extend the time available
for the Company to consummate the initial Business Combination, the Company's insiders or their affiliates or designees, upon five
days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 575,000
 ($ 0.10
 per share in either case), on or prior to the
date of the applicable deadline. On November 1, 2022, the Board of Directors of the Company, through written resolution, approved the
amendment to the restated and amended memorandum and article of association and the Trust Agreement to extend the business combination
period nine times for an additional one month each time from November 10, 2022 to August 10, 2023 by depositing into the Trust Account
$ 0.0416
 for each issued and outstanding Public Shares
that has not been redeemed for each one-month extension. On August 3, 2023, the shareholders of the Company, through annual shareholders'
meeting, approved the amendment to the restated and amended memorandum and article of association and the Trust Agreement to extend the
business combination period twelve times for an additional one month each time from August 10, 2023 to August 10, 2024 by depositing
into the Trust Account $ 0.045
 for each issued and outstanding Public Shares
that has not been redeemed for each one-month extension. The insiders will receive a non-interest bearing, unsecured promissory note
equal to the amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination
unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of the Company's
initial Business Combination, or, at the lender's discretion, converted upon consummation of our Business Combination into additional
private units at a price of $ 10.00
 per unit. The Company's shareholders have
approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at
the time of the consummation of the Company's initial Business Combination. In the event that the Company receives notice from
the Company's insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intend to
issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends
to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company's
insiders and their affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete
the initial Business Combination. To the extent that some, but not all, of the Company's insiders, decide to extend the period
of time to consummate the Company initial Business Combination, such insiders (or their affiliates or designees) may deposit the entire
amount required. If the Company is unable to consummate the Company's initial Business Combination within such time period, the
Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 %
of the Company's outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata
portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and
dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority
over the claims of the Company's public shareholders. In the event of dissolution and liquidation, the warrants and rights will
expire and will be worthless.

 F- 9

 Liquidity
and Going Concern

 Until
the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise
additional capital through loans or additional investments from its Sponsor or third parties as discussed in Note 6.

 In
connection with the Company's assessment of going concern in accordance with the authoritative guidance in ASU 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the mandatory
liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about
the Company's ability to continue as a going concern. The Company has until March 10, 2024 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 without an extension to the acquisition period, there will be a mandatory liquidation and subsequent dissolution. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 10, 2024.

 NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES

 Basis of presentation

 These
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC").

 Principles of consolidation

 The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

 Subsidiaries
are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to
govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a
majority of votes at the meeting of directors.

 The
accompanying consolidated financial statements reflect the activities of the Company and each of the following entities:

 SCHEDULE
OF CONSOLIDATED FINANCIAL STATEMENTS REFLECT ON ENTITIES ACTIVITIES

 Name

 Background

 Ownership

 Real
 Messenger Corporation ("PubCo")

 A
 Cayman Islands company incorporated on June 27, 2023

 100 %
 Owned by Nova Vision Acquisition Corp.

 RM2
 Limited ("Merger Sub")

 A
 Cayman Islands company incorporated on June 27, 2023

 100 %
 Owned by PubCo

 F- 10

 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 consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.

 Use of estimates

 In
preparing these consolidated financial statements in conformity with U.S. GAAP, management makes 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 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, Actual results may differ from
these estimates.

 Cash

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

 F- 11

 Investment 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. These securities are presented on the consolidated balance sheets at fair value at the end of
each reporting period. Earnings on these securities are included in dividend income in the accompanying Statements of Operations and
is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.

 Warrant accounting

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in 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 of warrant issuance and as of each subsequent
quarterly period end date while the warrants are outstanding.

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

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

 Income taxes

 Income
taxes are determined in accordance with the provisions of FASB ASC Topic 740, Income Taxes ("ASC 740"). Under this
method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated
financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.

 ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated financial
statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
The Company's management determined that the British Virgin Islands is the Company's major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no
 unrecognized tax benefits and no
 amounts accrued for interest and penalties as
of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position.

 F- 12

 The
Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with
foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.

 The
Company's tax provision is zero
 for the years ended December 31, 2023 and 2022.

 The
Company is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing
requirements in the British Virgin Islands or the United States.

 Ordinary shares subject to possible redemption

 The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject
to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary
shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other
times, ordinary shares are classified as equity. As of December 31, 2023 and 2022, 1,550,297
 and 1,803,612
 ordinary shares, respectively, subject to possible
redemption which are subject to occurrence of uncertain future events and considered to be outside of the Company's control are
presented as temporary equity, outside of the shareholders' deficit section of the Company's consolidated balance sheets.

 Net income (loss) per ordinary share

 The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. In order to determine
the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed
income (loss) allocable to both the redeemable ordinary share and non-redeemable ordinary share and the undistributed income (loss) is
calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based
on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of
the accretion to redemption value of the ordinary share subject to possible redemption was considered to be dividends paid to the public
stockholders. As of December 31, 2023 and 2022, the Company has not considered the effect of the warrants sold in the Initial Public
Offering to purchase an aggregate of 1,055,556
 shares in the calculation of diluted net income
(loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants
would be anti-dilutive and the Company did not have any other dilutive securities and 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 income (loss) per share is the
same as basic (income) loss per share for the years presented.

 The
net income (loss) per share presented in the consolidated statements of operations is based on the following:

 SCHEDULE
OF NET LOSS PER SHARE

 2023

 2022

 For
 the Years Ended
 December
 31,

 2023

 2022

 Net income (loss)

 $

 $
)

 value

 -

 ( 5,808,869
)

 Net income (loss) including
 accretion of carrying value to redemption value

 $

 $
 ( 5,884,676
)

 SCHEDULE
OF NET LOSS BASIC AND DILUTED PER SHARE

 Non-Redeemable

 Non-Redeemable

 For
 the Years ended December 31,

 2023

 2022

 Non-

 Non-Redeemable

 Basic and diluted net income (loss) per share:

 Numerators:

 Allocation of net income (loss)
 including carrying value to redemption value

 $
 71,990

 $
 74,891

 $
 ( 4,388,925
)

 $
 ( 1,495,751
)

 value

 -

 -

 5,808,869

 -

 Allocation of net income
 (loss)

 $
 71,990

 $
 74,891

 $
 1,419,944

 $
 ( 1,495,751
)

 Denominators:

 Weighted-average shares outstanding

 1,699,510

 5,187,775

 Basic and diluted net
 income (loss) per share

 $
 0.04

 $
 0.04

 $
 0.27

 $
 ( 0.85
)

 F- 13

 Related parties

 Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.

 Fair value of financial instruments

 FASB
ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820") defines fair value, the methods used to measure
fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair
value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair
value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing
the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer
and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable
inputs reflect the Company's assumptions about the inputs that the buyer and seller would use in pricing the asset or liability
developed based on the best information available in the circumstances.

 The
fair value hierarchy is categorized into three levels based on the inputs as follows:

 Level
 1 —

 based on unadjusted quoted prices in active markets for identical assets or liabilities that
 the Company has the ability to access. Valuation adjustments and block discounts are not
 being applied. Since valuations are based on quoted prices that are readily and regularly
 available in an active market, valuation of these securities does not entail a significant
 degree of judgment.

 Level
 2 —

 based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted
 prices in markets that are not active for identical or similar assets, (iii) inputs other
 than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally
 from or corroborated by market through correlation or other means.

 Level
 3 —

 based on inputs that are unobservable and significant to the overall fair value measurement.

 The
fair value of the Company's certain assets and liabilities, which qualify as financial instruments under ASC 820 approximates the
carrying amounts represented in the consolidated balance sheets. The fair values of cash, and other current assets, accrued expenses,
due to sponsor, working capital loan payable and extension loan payable are estimated to approximate the carrying values as of December
31, 2023 and 2022 due to the short maturities of such instruments.

 Concentration of credit risk

 Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution.
The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such
account.

 Recent accounting pronouncements

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

 F- 14

 NOTE
3 – INVESTMENT HELD IN TRUST ACCOUNT

 As
of December 31, 2023, investment securities in the Company's Trust Account consisted of $ 17,832,576
 in United States Treasury Bills and $ 0
 in cash. As of December 31, 2022, investment
securities in the Company's Trust Account consisted of $ 18,742,020
 in United States Treasury Bills and $ 0
 in cash.

 On
November 9, 2022, 3,946,388 ordinary
shares were redeemed by certain shareholders at a price of approximately $ 10.29 per
share or $ 40,622,539,
including dividend income earned from investments held on Trust Account and extension payments deposited in the Trust
Account.

 On
August 3, 2023, 253,315 shares
were redeemed by certain shareholders at a price of approximately $ 10.88 per
share or $ 2,756,068,
including dividend income earned from investments held on Trust Account and extension payments deposited in the Trust
Account.

 The
carrying value, including fair value of held to marketable securities on December 31, 2023 and 2022 are as follows:

 SCHEDULE
OF MARKETABLE SECURITIES

 2023

 2022

 For
 the year ended December 31,

 2023

 2022

 Balance brought forward

 $
 18,742,020

 $
 58,076,604

 Gross proceeds from IPO

 -

 -

 Plus:

 Dividend income earned in Trust Account

 897,565

 637,925

 Business combination extension loan

 949,059

 650,030

 Less:

 Share redemption during
 the year

 ( 2,756,068
)

 ( 40,622,539
)

 Balance carried forward

 $
 17,832,576

 $
 18,742,020

 NOTE
4 – INITIAL PUBLIC OFFERING

 On
August 10, 2021, the Company sold 5,000,000
 Public Units at a price of $ 10.00
 per Unit. Simultaneously, the Company sold an
additional 750,000
 units to cover over-allotments. Each Public Unit
consists of one ordinary share, one redeemable warrant ("Public Warrant") and one right to receive one-tenth (1/10) of an
ordinary share upon the consummation of an initial business combination.

 The
Company paid an upfront underwriting discount of $ 1,006,250,
equal to 1.75 %
of the gross offering proceeds to the underwriter at the closing of the Initial Public Offering, with an additional fee of $ 750,000
 (the "Deferred Underwriting Discount").
The Deferred Underwriting Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event
the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter
has waived its right to receive the Deferred Underwriting Discount. The underwriter is not entitled to any interest accrued on the Deferred
Underwriting Discount.

 NOTE
5 – PRIVATE PLACEMENT

with the closing of the Initial Public Offering, the Company consummated the private placement ("Private Placement") with
its sponsor of 307,500
 units (the "Private Units") at a
price of $ 10.00
 per Private Unit, generating total proceeds of
$ 3,075,000.

 The
Private Units are identical to the units sold in the Initial Public Offering except with respect to certain registration rights and transfer
restrictions.

 F- 15

 NOTE
6 – RELATED PARTY TRANSACTIONS

 Founder
Shares

 On
March 18, 2021, the Company issued an aggregate of 100,000
 founder shares to the initial shareholders for
an aggregate purchase price of $ 10.

 On
March 31, 2021, the Company issued an aggregate of 1,150,000
 additional founder shares to the initial shareholders
for an aggregate purchase price of $ 24,990.

 In
April 2021, the Company issued an additional 187,500
 ordinary shares to the Sponsor that were subject
to forfeiture if the over-allotment option is not exercised in part or in full by the underwriters. As all over-allotment options were
exercised by the underwriters on August 10, 2021, none of these ordinary shares are forfeited.

 Due
to a related party

 As
of December 31, 2023 and 2022, the Company had a total amount due to related party of $ 233,151 and
$ 129,451 from
a related party for the payment of costs related to general and administrative services, the Initial Public Offering and administrative services agreement. The
balance is unsecured, interest-free and has no fixed terms of repayment.

 Administrative
Services Agreement

 The
Company is obligated, commencing from April 1, 2021, to pay Nova Pulsar Holdings Limited a monthly fee of $ 10,000 for
general and administrative services, including office space. This agreement will terminate upon completion of the Company's Business Combination or
the liquidation of the Trust Account to public shareholders. As of December 31, 2023 and 2022, the unpaid balance was $ 240,000 and
$ 120,000,
 respectively, which included in amount due to related party balance, respectively.

 Related
Party Extensions Loan

 The
Company will have until 12 months from the consummation of the Initial Public Offering to consummate the initial Business Combination.
However, if the Company anticipates that the Company may not be able to consummate the initial Business Combination within 12 months
(or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an initial Business Combination
within 12 months from the consummation of the Initial Public Offering but have not completed the initial Business Combination within
such 12-month period), the Company may, but is not obligated to, extend the period of time to consummate a Business Combination three
times (or two times) by an additional three months each time for a total of up to 21 months to complete a Business Combination. Pursuant
to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us
and American Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial Business Combination,
the Company's insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit
into the Trust Account $ 575,000,
on or prior to the date of the applicable deadline. On November 1, 2022, the Board of Directors of the Company, through written resolution,
approved the amendment to the restated and amended memorandum and article of association and the Trust Agreement to extend the business
combination period nine times for an additional one month each time from November 10, 2022 to August 10, 2023 by depositing into the
Trust Account $ 0.0416 for each issued and outstanding Public Shares that has not
been redeemed for each one-month extension. On August 3, 2023, the Board of Directors of the Company, through annual shareholders'
meeting, approved the amendment to the restated and amended memorandum and article of association and the Trust Agreement to extend the
business combination period twelve times for an additional one month each time from August 10, 2023 to August 10, 2024 by depositing
into the Trust Account $ 0.045
 for each issued and outstanding Public Shares
that has not been redeemed for each one-month extension. The insiders will receive a non-interest bearing, unsecured promissory note
equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a Business Combination unless
there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial Business
Combination, or, at the lender's discretion, converted upon consummation of our Business Combination into additional private units
at a price of $ 10.00

 F- 16

 On
August 4, 2022, the Company issued an unsecured promissory note in an amount of $ 575,000
 to the Sponsor, pursuant to which such amount
had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until November
10, 2022. The Note is non-interest bearing and is payable upon the closing of a business combination. In addition, the Note may be converted,
at the lender's discretion, into additional Private Units at a price of $ 10.00

 On
each of November 9, 2022, December 8, 2022, January 5, 2023, February 7, 2023, March 7, 2023, April 7, 2023, May 2, 2023, June 8, 2023
and July 5, 2023, the Company issued an unsecured promissory note in an amount of $ 75,030
 to the Sponsor, pursuant to which such amount
had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until August
10, 2023. The Notes are non-interest bearing and is payable upon the closing of a business combination. In addition, the
Note may be converted, at the lender's discretion, into additional Private Units at a price of $ 10.00

 On
August 3, 2023, September 6, 2023, October 9, 2023, November 6, 2023, December 6, 2023, January 6, 2024 and February 8, 2024 (refer
to note 9), the Company issued an unsecured promissory note in an amount of $ 69,763
 to the Sponsor, pursuant to which such amount
had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until March
10, 2024. The Note is non-interest bearing and are payable upon the closing of a business combination. In addition, the Note may be converted,
at the lender's discretion, into additional Private Units at a price of $ 10.00

 As
of December 31, 2023 and 2022, the note payable balance was $ 1,599,089
 and $ 650,030,
respectively.

 Related
party working capital loan

 On
January 10, 2023, July 3, 2023 and September 28, 2023, the Company issued three unsecured promissory notes (the "Notes")
in an amount of $ 50,000,
$ 350,000
and $ 1,500,000 to the Sponsor, respectively. These Notes
are payable upon the consummation of a Business Combination, without interest, or, at the lender's discretion, notes may be converted
upon consummation of a Business Combination into additional Private Units at a price of $ 10.00
 per Unit.

 As
of December 31, 2023 and 2022, the balance of the working capital loans are $ 400,000
 and $ 0,
respectively.

 NOTE
7 – SHAREHOLDERS' DEFICIT

 Ordinary
shares

 The
Company is authorized to issue 500,000,000 ordinary shares at par value $ 0.0001.
Holders of the Company's ordinary shares are entitled to one
vote for each share. As of December 31, 2023
and 2022, 1,768,000 ordinary
shares were issued and outstanding excluding 1,550,297
 and 1,803,612
 shares are subject to possible redemption, respectively.

 Each
holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even
if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued
upon exchange of the rights. In the event the Company will not be the surviving company upon completion of a Business Combination, each
holder of a right will be required to affirmatively convert the rights in order to receive the one-tenth (1/10) of an ordinary share
underlying each right upon consummation of a Business Combination.

 If
the Company is unable to complete a Business Combination within the required time period and the Company redeems the public shares for
the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire
worthless.

 Warrants

 The
Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing
of this Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration
statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary
shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public
Warrants is not effective within 52 business days from the consummation of a Business Combination, the holders may, until such time as
there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration
statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of
the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be
able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of the Business
Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

 F- 17

 The
Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $ 0.01
 per warrant:

 at
 any time while the Public Warrants are exercisable,

 upon
 not less than 30 days' prior written notice of redemption to each Public Warrant holder,

 if,
 and only if, the reported last sale price of the ordinary shares equals or exceeds $ 16.5
 per share, for any 20 trading days within
 a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

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

 The
Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. The private
warrants (including the ordinary shares issuable upon exercise of the private warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except as described herein).

 If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of ordinary
shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, the 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 warrants. If
the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the
Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution
from the Company's assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire
worthless. The Company assessed the key terms applicable to the Public Warrants as well as the Private Warrants and believes the Public
Warrants and Private Warrants, if were issued, should be classified as equity in accordance with ASC 480 and ASC 815.

 NOTE
8 – COMMITMENTS AND CONTINGENCIES

 Risks
and Uncertainties

 Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target
company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, if the Company
is unable to complete a Business Combination within the Combination Period, the Company will cease all operations except for the purpose
of winding up and redeem 100 %
of the outstanding Public Shares for amount then on deposit in the Trust Account. Furthermore, the ordinary shares included in the units
offered in the IPO provide the holder redemption upon the consummation of the initial Business Combination or the liquidation. These
risks and uncertainties also impact the Company's financial positions, results of its operations. Please refer to Note 1 for detail
discussion of these risks and uncertainties.

 F- 18

 Registration

 The
holders of the founder shares issued and outstanding on the date of the Company's prospectus for its initial public offering, as
well as the holders of the Private Units (and all underlying securities) and any securities our initial shareholders, officers, directors
or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to
an agreement to be signed prior to or on the effective date of this Initial Public Offering. The holders of the majority of the founder
shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary
shares are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued
in payment of working capital loans (or underlying securities) or loans to extend our life can elect to exercise these registration rights
at any time after the Company consummates a Business Combination. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to our consummation of a Business Combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.

 Underwriting
Agreement

 The
underwriters are entitled to a deferred fee of $ 750,000
 or 1.50 %
of the gross proceeds of the Initial Public Offering. The deferred fee will be paid in cash upon the closing of a Business Combination
from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

 NOTE
9 – SUBSEQUENT EVENTS

 In
accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events
or transactions that occurred after the balance sheet date, up through the date was the Company issued the consolidated financial statements.

 On
January 6, 2024, the Company issued an unsecured promissory note in the principal amount of $ 69,763
 to Nova Pulsar Holdings Limited in exchange for
Nova Pulsar Holdings Limited depositing such amount into the Company's Trust Account in order to extend the amount of time it has
available to complete a business combination until February 10, 2023. The Note does not bear interest and matures upon the
closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company identical
to the units issued in the Company's initial public offering at a price of $ 10.00

 On
January 10, 2024, the Company issued an unsecured promissory note in the principal amount of $ 170,000
 to Nova Pulsar Holdings Limited in exchange for
Nova Pulsar Holdings Limited providing such amount to the Company as the Company's working capital. The note does not bear interest
and matures upon the closing of a business combination by the Company. In addition, the note may be converted by the holder into units
of the Company identical to the units issued in the Company's initial public offering at a price of $ 10.00

 On
February 8, 2024, the Company issued an unsecured promissory note in the principal amount of $ 69,763 to Nova Pulsar Holdings Limited
in exchange for Nova Pulsar Holdings Limited depositing such amount into the Company's Trust Account in order to extend the amount
of time it has available to complete a business combination until March 10, 2023. The Note does not bear interest and matures
upon the closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company
identical to the units issued in the Company's initial public offering at a price of $ 10.00 per unit.

 On
February 9, 2024, the Company issued an unsecured promissory note in the principal amount of $ 48,750
 to Nova Pulsar Holdings Limited in exchange for
Nova Pulsar Holdings Limited providing such amount to the Company as the Company's working capital. The note does not bear interest
and matures upon the closing of a business combination by the Company. In addition, the note may be converted by the holder into units
of the Company identical to the units issued in the Company's initial public offering at a price of $ 10.00

 F- 19