UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended
 December 31, 2024

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

 For the transition period
from ___________ to _____________

 Commission File Number: 001-41532

 HUDSON ACQUISITION
I CORP.

 (Exact Name of Registrant
as Specified in Its Charter)

 Delaware

 86- 2712843

 (State of Other Jurisdiction of

Incorporation or Organization)

 (I.R.S. Employer

Identification No.)

 31 Hudson Yards, Office 51, New York, NY

 10001

 (Address of Principal Executive Offices)

 (ZIP Code)

 (347) 410-4710

 (Registrant's Telephone
Number, Including Area Code)

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

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

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

whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (Section 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

whether 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 standards provided pursuant to Section 13(a) of the Exchange Act.

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.

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

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

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock

 HUDA

 The Nasdaq Stock Market LLC

 Rights

 HUDAR

 The Nasdaq Stock Market LLC

 Units

 HUDAU

 The Nasdaq Stock Market LLC

 As of May 23,
2025, there were 2,181,088 shares of common stock, par value $0.0001 per share of the registrant issued and outstanding.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS

 Some
of the statements contained in this annual report may constitute "forward-looking statements" for purposes of the federal
securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"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.

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

 our ability to select an appropriate target business or businesses;

 our ability to complete our Initial Business Combination;

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

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

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

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

 our pool of prospective target businesses;

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

 our public securities' potential liquidity and trading;

 the lack of a market for our securities;

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

 our financial performance.

 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.

 ii

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

 "amended and restated certificate of incorporation" are to our certificate of incorporation in effect;

 "equity-linked securities" are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company;

 "founder shares" are to shares of our common stock initially purchased by our sponsor;

 "initial stockholders" are to holders of our founder shares prior to our initial public offering;

 "management" or our "management team" are to our officers and directors, and "directors" are to our current directors;

 "Nasdaq" are to the Nasdaq Capital Market;

 "public shares" are to shares of our common stock sold as part of our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

 "public stockholders" are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a "public stockholder" shall only exist with respect to such public shares;

 "sponsor" are to Hudson SPAC Holding LLC, a Delaware limited liability company;

 "trust account" are to the trust account located in the United States and maintained by Continental Stock Transfer & Trust Company, acting as trustee under that certain Investment Management Trust Agreement, dated as of October 14, 2022, that currently holds or has previously held the proceeds from the Company's initial public offering;

 "we," "us," "our," "Company," or "our company" are to Hudson Acquisition I Corp., a Delaware corporation.

 iii

 ITEM 1. BUSINESS

 We
are a blank check company incorporated on January 13, 2021 as a Delaware corporation and formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses,
which we refer to herein as our Initial Business Combination. We have generated no operating revenues to date and we will not generate
operating revenues until we consummate our Initial Business Combination.

 Initial Public Offering

 The registration statement
pursuant to which we registered our securities offered in the Initial Public Offering was declared effective on October 14, 2022. On October
18, 2022, we consummated our Initial Public Offering and sold 6,000,000 units (the "Units") at a price to the public of $10.00
per Unit, resulting in total gross proceeds of $60,000,000 (before underwriting discounts and commissions and offering expenses). Each
Unit consists of one share of common stock, par value $0.0001 per share ("Common Stock") and one right to receive one-fifth
(1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination ("Right").

of the Initial Public Offering, our sponsor, Hudson SPAC Holding LLC (the "Sponsor") should have purchased a total of 340,000
units (the "Initial Private Placement Units") at a price of $10.00 per the Initial Private Placement Unit (the "Private
Placement"). However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, our Sponsor partially
consummated the Private Placement by subscribing to 238,500 units (the "Purchased Private Placement Units") instead of the
full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the
proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company
received an additional remittance of $515,000 underlying the Sponsor's purchase of the Private Placement Units. Additionally, on
December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription
balance, which fully funded the Sponsor's purchase of the Private Placement Units. No underwriting discounts or commissions were
paid with respect to the Private Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased
Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation
of our Initial Business Combination except to permitted transferees and (b) the shares and rights included as a component of the Purchased
Private Placement Units, so long as they are held by our Sponsor or its permitted transferees, will be entitled to registration rights,
respectively. If we do not complete our Initial Business Combination before the mandatory liquidation date, the proceeds from the sale
of the Private Placement Units held in the Trust Account will be used to fund the redemption of our public shares (subject to the requirements
of applicable law) and the rights included as part of the Private Placement Units will expire worthless.

 On October 21, 2022, the
Company closed the sale of 845,300 units (the "OA Units") at $10.00 per unit as a result of the underwriters' partial
exercise of their over-allotment option (the "Overallotment Offering") in connection with the previously announced Initial
Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022.
Each OA Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5)
of one share of the Common Stock upon the consummation of an Initial Business Combination (the "Right"). Such OA Units were
registered pursuant to the Company's registration statement. As a result of the Overallotment Offering, the Company received gross
proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October
21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional
31,500 units (the "Overallotment Private Placement Units") pursuant to the Unit Private Placement Agreement dated October
14, 2022 by and between the Company and the Sponsor, in connection with the underwriters' partial exercise of the over-allotment
option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which
was placed in the Trust Account.

 Following the closing of
the Initial Public Offering on October 18, 2022 and sale of the Private Placement Units on October 21, 2022, an amount of $69,479,795
was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The funds
held in the Trust Account were invested only in United States government Treasury bills, bonds or notes having a maturity of 185 days
or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that
invest solely in U.S. treasuries, so that the Company is not deemed to be an investment company under the Investment Company Act. Except
with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay for income or other
tax obligations, the remaining proceeds will not be released from the Trust Account until the earlier of the completion of an Initial
Business Combination or mandatory liquidation. The proceeds held in the Trust Account may be used as consideration to pay the sellers
of a target business with which the Company completes the Initial Business Combination to the extent not used to pay redeeming stockholders.
Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

 On July 17, 2023, the Company
filed a certificate of amendment (the "Certificate of Amendment") to the Second Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") with the Secretary of State of the State of Delaware. The Certificate of Amendment amends
the Certificate of Incorporation to (i) give the Company the option to extend the date by which it must effect a Business Combination
beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account
of $80,000 for each calendar month and (ii) eliminate the limitation that the Company may not redeem public shares to the extent that
such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities
Exchange Act of 1934 of less than $5,000,001. This amendment increased the time the Company has to consummate an Initial Business Combination
from the original maximum amount of 15 months to 18 months from the Initial Public Offering date. In connection with the votes to approve
the proposals above, the holders of 4,427,969 shares of common stock properly exercised their right to redeem their shares for
approximately $10.43 per share, leaving approximately $25 million in the Trust Account.

 On
April 17, 2024, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation with the Secretary of
State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option
to extend the date by which the Company must effect a Business Combination beyond April 18, 2024, up to nine (9) times for an additional
(1) month each time to January 18, 2025, upon the deposit into the Trust Account of $25,000 for each calendar month and (ii) to remove
the geographic limitations for a Business Combination., which requires the deletion of Section J of the Sixth Article in the Charter:
"J. At no time, the Corporation shall undertake a Business Combination with any entity being based in or having the majority of
its operations in China (including Hong Kong and Macau)."

 On July 10, 2024, the Company
filed a Certificate of Amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option
to extend the date by which the Company must effect a Business Combination beyond January 18, 2025, up to nine (9) times for an additional
(1) month each time to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024.

 Business Strategy

 Our business strategy is
to identify and complete our Initial Business Combination with a company that complements the experience of our management team and can
benefit from their operational, marketing and financial expertise. Our selection process will leverage the Company's Board of Directors
and executives broad relationship, deep industry experience and deal sourcing capabilities to access a wide spectrum of opportunities
in the technology sector in the United States. This network has been developed over the past decades in executive positions with various
global firms and public companies. We shall not undertake our Initial Business Combination with any entity being based in or having the
majority of its operations in China (including Hong Kong and Macau). We believe that our management team will identify a business combination
that will benefit from their experience, including:

 Long history of sourcing, structuring, acquiring, operating, developing, growing and financing businesses;

 Significant integration experience implementing new technologies and systems to drive value and standardization;

 Strong marketing and capital allocation decision-making to establish and maintain premium brand; and

 Sound understanding of public company performance requirements and ability to guide private-to-public process.

 Our management team will
access their network of relationships to articulate the parameters for our search for a target company and begin the process of reviewing
and pursuing potential business combinations.

 Acquisition Criteria

 Our acquisition strategy
will leverage the Hudson Team's network of long-standing relationships and industry contacts as well as inbound opportunities
to source a business combination. Consistent with our business strategy, we have identified the following general criteria and guidelines
that we believe are important in evaluating prospective target businesses. We shall not undertake our Initial Business Combination with
any entity being based in or having the majority of its operations in China (including Hong Kong and Macau). We will use these criteria
and guidelines in evaluating acquisition opportunities, and we intend to identify and acquire one or more businesses that we believe exhibit
a number of the following attributes:

 Well established market presence with recognizable brand and reputation for quality service;

 Platform with sufficient scale and geographic concentration from which to expand through acquisitions;

 Generates stable free cash flow or has the potential to do so near term;

 Generates returns well in excess of the cost of capital;

 Easily identified cost savings that can be realized near term;

 Modest capital requirements to refurbish locations to quality standards;

 Can benefit from new technologies and systems to meaningfully enhance financial performance;

 Quality management and personnel with ability to contribute to growth strategy; and

 Would benefit from being publicly traded and having access to incremental growth capital.

 These criteria and guidelines
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 criteria and guidelines as well as other considerations, factors, criteria and guidelines that our
management may deem relevant. In addition to any potential business candidates we may identify on our own, we anticipate that other target
business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private
equity funds and large business enterprises seeking to divest non—core assets or divisions.

 Acquisition Process

 In evaluating a prospective
target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings
with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review
of financial and other information about the target and its industry. We will also utilize our management team's operational and
capital planning experience.

 We are not prohibited from
pursuing an Initial Business Combination with a target that is affiliated with our sponsor, officers or directors or making the Initial
Business Combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we
seek to complete our Initial Business Combination with an Initial Business Combination target that is affiliated with our sponsor, officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions that such an Initial Business Combination is fair to our company from a financial
point of view.

 Our Chief Financial Officer,
Pengfei Xie, manages indirectly the sponsor, own founder shares, and, accordingly, Pengfei Xie may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our Initial Business Combination. Further, our
officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or
resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our Initial
Business Combination.

 Certain of our directors
and officers currently have, and any of them in the future may have additional, fiduciary or contractual obligations to another entity
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject
to his or her fiduciary duties. If any of our directors or officers becomes aware of a business combination opportunity that falls within
the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required
to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

 No members of our management
team have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented
to such member specifically in his or her capacity as an officer or a director of the company. Members of our management team may be required
to present potential business combinations to other entities to whom they have fiduciary duties before they present such opportunities
to us. Any knowledge or presentation of such opportunities may therefore present conflicts of interest.

 Initial Business Combination

 In accordance with the rules
of Nasdaq, our Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market
value of at least 80% of the value of the assets held in the trust account (net of amounts disbursed to management for working capital
purposes, if any, and excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on
the trust account) at the time of our signing a definitive agreement in connection with our Initial Business Combination. If our board
of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion
from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority ("FINRA") or an
independent valuation or appraisal firm with respect to satisfaction of such criteria. Our stockholders may not be provided with a copy
of such opinion nor will they be able to rely on such opinion. We do not intend to purchase multiple businesses in unrelated industries
in conjunction with our Initial Business Combination. Subject to this requirement, our management will have virtually unrestricted flexibility
in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our Initial Business
Combination with another blank check company or a similar company with nominal operations. Additionally, pursuant to Nasdaq rules, any
Initial Business Combination must be approved by a majority of our independent directors.

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

 The net proceeds of this
offering released to us from the trust account upon the closing of our Initial Business Combination may be used as consideration to pay
the sellers of a target business with which we complete our Initial Business Combination. If our Initial Business Combination is paid
for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration
in connection with our Initial Business Combination or used for redemption of our public shares, we may use the balance of the cash released
to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations
of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our Initial Business
Combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing
in connection with the closing of our Initial Business Combination to be used following the closing for general corporate purposes as
described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities
or through loans, advances or other indebtedness in connection with our Initial Business Combination. At this time, we are not a party
to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or
otherwise. None of our sponsor, officers, directors or stockholders is required to provide any financing to us in connection with or after
our Initial Business Combination. We may also obtain financing prior to the closing of our Initial Business Combination to fund our working
capital needs and transaction costs in connection with our search for and completion of our Initial Business Combination. Our amended
and restated certificate of incorporation will provide that, following this offering and prior to the consummation of our Initial Business
Combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from
the trust account or (ii) vote as a class with our public shares (a) on any Initial Business Combination or (b) to approve an amendment
to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination or (y) amend
the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer
our public stockholders the opportunity to redeem their public shares. In the event that our sponsor or its affiliates or designees, elect
to extend the time to complete a business combination and deposit the applicable amount of money into trust, the sponsor would 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 sponsor's discretion, converted upon consummation of our
business combination into additional private units at a price of $10.00 per unit. In the event that we receive notice from our sponsor
five days prior to the applicable deadline of its intent to effect an extension, we intend to issue a press release announcing such intention
at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether
or not the funds had been timely deposited. The sponsor and its affiliates or designees are not obligated to fund the trust account to
extend the time for us to complete our Initial Business Combination. If we are unable to consummate our Initial Business Combination within
such time 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 previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may
not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders.
In the event of our dissolution and liquidation, the private units will expire and will be worthless.

 Status as a Public
Company

 We
believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer
a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation,
the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination
of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various
costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost-effective
method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional
expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a
business combination with us.

 Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public
offering is always subject to the underwriters' ability to complete the offering, as well as general market conditions, which could
delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and
an additional means of providing management incentives consistent with stockholders' interests. It can offer further benefits by
augmenting a company's profile among potential new customers and vendors and aid in attracting talented employees.

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies"
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result,
there may be a less active trading market for our securities and the prices of our securities may be more volatile.

 In addition, Section 107
of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging
growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.

 We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Initial Public Offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our Common stock that is held by non-affiliates exceeds $700 million as of the prior
June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during
the prior three-year period. References herein to "emerging growth company" shall have the meaning associated with it
in the JOBS Act.

 Additionally, we are a "smaller
reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds
$250 million as of the prior June 30 th, or (2) our annual revenues exceed $100 million during such completed fiscal
year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last completed fiscal year.

 Financial Position

 With
funds available for a business combination in the amount of approximately $1.2 million as of the date of this report, before estimated
offering and working capital expenses, we offer a target business a variety of options such as creating a liquidity event for its owners,
providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.
Because we are able to complete our Initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing,
we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance
it will be available to us.

 Effecting Our Initial Business Combination

 We
are not presently engaged in, and we will not engage in, any operations other than finding a business combination until we consummate
our Initial Business Combination. We intend to effectuate our Initial Business Combination using cash from the proceeds from the
Initial Public Offering and the private placement of the private placement units, the proceeds of the sale of our shares in connection
with our Initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the
consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners
of the target, or a combination of the foregoing. We may seek to complete our Initial Business Combination with a company or business
that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent
in such companies and businesses.

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

 We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our Initial Business Combination, and
we may effectuate our Initial Business Combination using the proceeds of such offering rather than using the amounts held in the trust
account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds
of the Initial Public Offering and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust
account, net of amounts needed to satisfy any redemptions by public stockholders, we may be required to seek additional financing to complete
such proposed Initial Business Combination. Subject to compliance with applicable securities laws, we would expect to complete such financing
only simultaneously with the completion of our Initial Business Combination. In the case of an Initial Business Combination funded with
assets other than the trust account assets, our proxy materials or tender offer documents disclosing the Initial Business Combination
would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There is
no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances
or other indebtedness in connection with our Initial Business Combination, including pursuant to forward purchase agreements or backstop
agreements we may enter into following consummation of this offering. At this time, we are not a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor, officers,
directors or stockholders is required to provide any financing to us in connection with or after our Initial Business Combination. Our
amended and restated certificate of incorporation will provide that, following this offering and prior to the consummation of our Initial
Business Combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive
funds from the trust account or (ii) vote as a class with our public shares (a) on any Initial Business Combination or (b) to
approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business
combination, or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate
of incorporation) we offer our public stockholders the opportunity to redeem their public shares. In the event that our sponsor or its
affiliates or designees, elect to extend the time to complete a business combination and deposit the applicable amount of money into trust,
the sponsor would 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 sponsor's discretion, converted
upon consummation of our business combination into additional private units at a price of $10.00 per unit. In the event that we receive
notice from our sponsor five days prior to the applicable deadline of its intent to effect an extension, we intend to issue a press release
announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the
deadline announcing whether or not the funds had been timely deposited. The sponsor and its affiliates or designees are not obligated
to fund the trust account to extend the time for us to complete our Initial Business Combination. To the extent that some, but not all,
of the sponsor, decides to extend the period of time to consummate our Initial Business Combination, the sponsor (or its affiliates or
designees) may deposit the entire amount required. If we are unable to consummate our Initial Business Combination within such time 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 previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute
such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our
dissolution and liquidation, the private units will expire and will be worthless.

 Sources of Target Businesses

 We anticipate that target
business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings.
These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis. Our officers
and directors, as well as our sponsor and its 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, conferences or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would
not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and
their respective industry and business contacts as well as their affiliates. 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, advisory fee or other compensation to
be determined in an arm's length negotiation based on the terms of the transaction. We will engage a finder only to the extent our
management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach
us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder's
fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers
are affiliated, be paid any finder's fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation
by the Company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion
of our Initial Business Combination (regardless of the type of transaction that it is). Although none of our sponsor, executive officers
or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder's fees or consulting fees
from a prospective business combination target in connection with a contemplated Initial Business Combination, we do not have a policy
that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement
of out-of-pocket expenses by a target business. Commencing on the date of our Initial Public Offering, we have agreed to pay our
sponsor or its affiliate a total of up to $20,000 per month for office space, utilities and secretarial and administrative support. Upon
completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. Some of our officers and directors
may enter into employment or consulting agreements with the post-transaction company following our Initial Business Combination.
The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an Initial Business
Combination candidate.

 We are not prohibited from
pursuing an Initial Business Combination with an Initial Business Combination target that is affiliated with our sponsor, officers or
directors or making the Initial Business Combination through a joint venture or other form of shared ownership with our sponsor, officers
or directors. In the event we seek to complete our Initial Business Combination with an Initial Business Combination target that is affiliated
with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions that such an Initial Business Combination is fair
to our company from a financial point of view.

 If any of our officers or
directors becomes aware of an Initial Business Combination opportunity that falls within the line of business of any entity to which he
or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity
to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant
fiduciary duties or contractual obligations that may take priority over their duties to us.

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

 In accordance with the rules
of Nasdaq, our Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market
value of at least 80% of the value of the assets held in the trust account (net of amounts disbursed to management for working capital
purposes, if any, and excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on
the trust account) at the time of our signing a definitive agreement in connection with our Initial Business Combination. The fair market
value of our Initial Business Combination will be determined by our board of directors based upon one or more standards generally accepted
by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses
or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able
to independently determine the fair market value of our Initial Business Combination (including with the assistance of financial advisors),
we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions
with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make
an independent determination of the fair market value of our Initial Business Combination, it may be unable to do so if it is less familiar
or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target's
assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our Initial Business
Combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one
or more prospective target businesses, although we will not be permitted to effectuate our Initial Business Combination with another blank
check company or a similar company with nominal operations.

 In any case, we will only
complete an Initial Business Combination in which we own or acquire 50% or more of the outstanding voting securities of the target or
otherwise acquire 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 we own or acquire less than 100% of the equity interests or assets of a target business or businesses,
the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into
account for purposes of Nasdaq's 80% of fair market value test. There is no basis for investors in this offering to evaluate the
possible merits or risks of any target business with which we may complete our Initial Business Combination.

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

 In evaluating a prospective
business target, we expect to conduct a due diligence review, which may encompass, among other things, meetings with incumbent ownership,
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial
and other information that will be made available to us.

 The time required to select
and evaluate a target business and to structure and complete our Initial Business Combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of,
and negotiation with, a prospective target business with which our Initial Business Combination is not ultimately completed will result
in our incurring losses and will reduce the funds we can use to complete another business combination.

 Lack of Business Diversification

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

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

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

 Limited Ability to Evaluate the Target's
Management Team

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

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

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

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

 We may conduct redemptions
without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required
by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented
in the table below is a graphic explanation of the types of Initial Business Combinations we may consider and whether stockholder approval
is currently required under Delaware law for each such transaction.

 Type of Transaction

 Whether
 Stockholder
 Approval is
 Required

 Purchase of assets

 No

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

 No

 Merger of target into a subsidiary of the company

 No

 Merger of the company with a target

 Yes

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

 we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;

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

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

 Permitted Purchases of Our Securities

 If we seek stockholder approval
of our Initial Business Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to
the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares
in privately-negotiated transactions or in the open market either prior to or following the completion of our Initial Business Combination.
There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in
such transactions, subject to compliance with applicable law and NASDAQ rules. However, they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions,
they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller
or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any,
would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to
the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases
are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13
and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held
in the trust account will be used to purchase shares in such transactions prior to completion of our Initial Business Combination.

 Subsequent to our Initial
Public Offering, we adopted an insider trading policy which requires insiders to: (i) refrain from purchasing our securities during
certain blackout periods when they are in possession of any material non-public information and (ii) clear all trades of company
securities with a compliance officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant
to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such
purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine
that such a plan is not necessary.

 The purpose of any such purchases
of shares could be to vote such shares in favor of the Initial Business Combination and thereby increase the likelihood of obtaining stockholder
approval of the Initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have
a minimum net worth or a certain amount of cash at the closing of our Initial Business Combination, where it appears that such requirement
would otherwise not be met. Any such purchases of our securities may result in the completion of our Initial Business Combination that
may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our shares of common
stock may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or
obtain the quotation, listing or trading of our securities on a national securities exchange.

 Our sponsor, officers, directors
and/or any of their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors or their
affiliates may pursue privately-negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption
requests tendered by stockholders following our mailing of proxy materials in connection with our Initial Business Combination. To the
extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact
only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of
the trust account or vote against our Initial Business Combination, whether or not such stockholder has already submitted a proxy with
respect to our Initial Business Combination. Such persons would select the stockholders from whom to acquire shares based on the number
of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase.
The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected
to redeem its shares in connection with our Initial Business Combination. Our sponsor, officers, directors, advisors or their affiliates
will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

 Any purchases by our sponsor,
officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be made
only to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation
under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that
must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates
will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are
subject to such reporting requirements.

 Redemption Rights for Public Stockholders upon
Completion of our Initial Business Combination

 We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our Initial Business
Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business
days prior to the consummation of the Initial Business Combination including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described
herein. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our
Initial Business Combination.

 Manner of Conducting Redemptions

 We will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our Initial Business Combination
either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) without a stockholder
vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed Initial Business Combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of
the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange
listing requirements.

 Asset acquisitions and stock
purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions
where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would
require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply
with Nasdaq's stockholder approval rules.

 The requirement that we provide
our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in
provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the
Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote
in-person or by proxy at a general meeting.

 If we provide our public
stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will:

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

 file proxy materials with the SEC.

 If we seek stockholder approval,
we will complete our Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the Initial Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of
outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the
Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement,
our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering
(including in open market and privately-negotiated transactions) in favor of our Initial Business Combination. For purposes of seeking
approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our Initial
Business Combination once a quorum is obtained. We intend to give not less than 10 days' nor more than 60 days'
prior written notice of any such meeting, if required, at which a vote shall be taken to approve our Initial Business Combination. These
quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our
Initial Business Combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against
the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed
transaction.

 If a stockholder vote is
not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:

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

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

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

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

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

 Limitation on Redemption upon Completion of our Initial Business
Combination if we Seek Stockholder Approval

 Notwithstanding the foregoing,
if we seek stockholder approval of our Initial Business Combination and we do not conduct redemptions in connection with our Initial Business
Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group"
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an
aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the "Excess Shares." Such restriction
shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating large blocks of
shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Initial Business
Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market
price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold
in this offering could threaten to exercise its redemption rights if such holder's shares are not purchased by us or our management
at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders' ability to redeem
no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group
of stockholders to unreasonably attempt to block our ability to complete our Initial Business Combination, particularly in connection
with an Initial Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash. However, we would not be restricting our stockholders' ability to vote all of their shares (including Excess Shares)
for or against our Initial Business Combination.

 Delivering Stock Certificates in Connection
with the Exercise of Redemption Rights

 As described above, we intend
to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in
"street name," to, at the holder's option, either deliver their stock certificates to our transfer agent or deliver
their shares to our transfer agent electronically using the Company's DWAC system, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on
the proposal to approve the Initial Business Combination. In addition, if we conduct redemptions in connection with a stockholder vote,
we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our
transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials
or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our Initial Business
Combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder
would have up to two business days prior to the vote on the Initial Business Combination if we distribute proxy materials, or from the
time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares
if it wishes to seek to exercise its redemption rights. In the event that a stockholder fails to comply with these or any other procedures
disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period,
it is advisable for stockholders to use electronic delivery of their public shares.

 There is a nominal cost associated
with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer
agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether
or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders
seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption
rights regardless of the timing of when such delivery must be effectuated.

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

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

 If our proposed Initial Business
Combination is not completed, we may continue to try to complete an Initial Business Combination with a different target until our mandatory
date of liquidation.

 Redemption of Public Shares and Liquidation
if no Initial Business Combination

 If we are unable to complete
our Initial Business Combination before our mandatory date of liquidation, we will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.

 Our sponsor, officers and
directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from
the trust account with respect to any founder shares held by them if we fail to complete our Initial Business Combination before our mandatory
date of liquidation. However, if our sponsor, officers or directors acquire public shares in or after this offering, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our Initial Business Combination
within the allotted time period. In the event that our sponsor or its affiliates or designees, elect to extend the time to complete
a business combination and deposit the applicable amount of money into trust, the sponsor would 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 sponsor's discretion, converted upon consummation of our business combination into additional private
units at a price of $10.00 per unit. In the event that we receive notice from our sponsor five days prior to the applicable deadline of
its intent to effect an extension, we will issue a press release announcing such intention at least three days prior to the 9-month deadline.
In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited.
The sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our Initial
Business Combination. To the extent that some, but not all, of the sponsor, decides to extend the period of time to consummate our Initial
Business Combination, the sponsor (or its affiliates or designees) may deposit the entire amount required. If we are unable to consummate
our Initial Business Combination within such time 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 previously released to us to pay our taxes, and then seek to dissolve
and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over
the claims of our public stockholders. In the event of our dissolution and liquidation, the private units will expire and will be worthless.

 Our sponsor, officers and
directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection
with an Initial Business Combination or to redeem 100% of our public shares if we do not complete our Initial Business Combination within
the allotted time or (B) with respect to any other material provisions relating to stockholders' rights or pre-Initial Business
Combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then
outstanding public shares.

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

 If we were to expend all
of the net proceeds of this offering other than the proceeds deposited in the trust account, and without taking into account interest,
if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately
$10.15. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher
priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by
stockholders will not be substantially less than $10.15. Under Section 281(b) of the DGCL, our plan of dissolution must provide for
all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.
These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend
to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors' claims.

 Although we will seek to
have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public
stockholders, such parties may not execute such agreements or even if they execute such agreements, they may not be prevented from bringing
claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third-party refuses to enter into an agreement waiving such
claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available
to the Company, and will only enter into an agreement with such third party if our management believes that such third party's engagement
would be in the best interests of the Company under the circumstances. Examples of possible instances where we may engage a third party
that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed
by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management
is unable to find a service provider willing to execute a waiver.

 In addition, there is no
guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares,
if we are unable to complete our Initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right
in connection with our Initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived
that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received
by public stockholders could be less than the $10.15 per share initially held in the trust account, due to claims of such creditors. Pursuant
to the letter agreement, the form of which is filed as Exhibit 10.1 to the registration statement of our prospectus forms a part, our
sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold
to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement
or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share
and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if
less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not
apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in
the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to
reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy their
indemnity obligations, and believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure you
that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust
account, the funds available for our Initial Business Combination and redemptions could be reduced to less than $10.15 per public share.
In such event, we may not be able to complete our Initial Business Combination, and you would receive such lesser amount per share in
connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties,
including, without limitation, claims by vendors and prospective target businesses.

 In the event that the proceeds
in the trust account are reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the
amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the
independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome
is not likely. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor
would be able to satisfy those obligations, and believe that our sponsor's only assets are securities of our company. Accordingly,
we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.15
per public share.

 We will seek to reduce the
possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service
providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our
indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event
that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received
funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate,
we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to
be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less
than our estimate, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

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

 Furthermore, if the pro
rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our Initial Business Combination within the allotted time is not considered a liquidating distribution under Delaware
law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may
bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations
for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of
a liquidating distribution. If we are unable to complete our Initial Business Combination within the allotted time we will: (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible, therefore, we do
not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions
received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

 Because we will not be complying
with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will
provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent
10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to
searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment
bankers, etc.) or prospective target businesses. We will seek to have all vendors, service providers, prospective target businesses or
other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any
monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and
the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be
liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share
or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due
to reductions in value of the trust assets, in each case net of the amount of interest released to us to pay taxes and will not be liable
as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the
Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible
to the extent of any liability for such third-party claims.

 If we file a bankruptcy petition
or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to
return $10.15 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of
punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you
that claims will not be brought against us for these reasons.

 Our public stockholders will
be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our Initial Business
Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend any provisions
of our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the
redemption of our public shares in connection with an Initial Business Combination or to redeem 100% of our public shares if we do not
complete our Initial Business Combination within the allotted time or (B) with respect to any other material provisions relating
to stockholders' rights or pre-Initial Business Combination activity, and (iii) the redemption of all of our public shares
if we are unable to complete our business combination within the allotted time, subject to applicable law. In no other circumstances will
a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection
with our Initial Business Combination, a stockholder's voting in connection with the Initial Business Combination alone will not
result in a stockholder's redeeming its shares to us for an applicable pro rata share of the trust account. Such
stockholder must have also exercised its redemption rights as described above. These provisions of our amended and restated certificate
of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

 Competition

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

 Employees

 We currently have two officers.
These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time
as they deem necessary to our affairs until we have completed our Initial Business Combination. The amount of time they will devote in
any time period will vary based on whether a target business has been selected for our Initial Business Combination and the stage of the
Initial Business Combination process we are in.

 Periodic Reporting and Financial Information

 We have registered our units,
common stock and rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly
and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements
audited and reported on by our independent registered public accountants.

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

 We will be required to evaluate
our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act. Only in
the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,
will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of
the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent
to the consummation of our Initial Business Combination.

 We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion
of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates exceeds
$700 million as of the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
during the prior three-year period.

 ITEM 1A. RISK FACTORS

 As
a smaller reporting company, we are not required to include risk factors in this annual report. However, below is a summary list of material
risks, uncertainties and other factors that could have a material effect on the Company and its operations:

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

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

 Our public stockholders may not be afforded an opportunity to vote on our proposed Initial Business Combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our Initial Business Combination even though a majority of our public stockholders do not support such a combination.

 If we seek stockholder approval of our Initial Business Combination, our initial stockholders have agreed to vote in favor of such Initial Business Combination, regardless of how our public stockholders vote.

 Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your redemption rights, unless we seek stockholder approval of the Initial Business Combination.

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

 The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

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

 The requirement that we complete our Initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating an Initial Business Combination and may decrease our ability to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Initial Business Combination on terms that would produce value for our stockholders.

 We may not be able to complete our Initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.15 per share, or less than such amount in certain circumstances.

 If we seek stockholder approval of our Initial Business Combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public holders, which may influence a vote on a proposed Initial Business Combination and reduce the public "float" of our Common stock.

 If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our Initial Business Combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

 You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss.

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

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

 If we seek stockholder approval of our Initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of stockholders are deemed to hold in excess of 15% of our common stock, you will lose the ability to redeem all such shares in excess of 15% of our common stock.

 Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our Initial Business Combination. If we are unable to complete our Initial Business Combination, our public stockholders may receive only approximately $10.15 per share on our redemption of our public shares, or less than such amount in certain circumstances.

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

 If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share.

 Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

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

 If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.

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

 The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.15 per share.

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

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

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

 The grant of registration rights to our initial stockholders may make it more difficult to complete our Initial Business Combination, and the future exercise of such rights may adversely affect the market price of our common stock.

 Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our Initial Business Combination, you will be unable to ascertain the merits or risks of any particular target business's operations.

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

 We may seek business combination opportunities in industries or sectors that may or may not be outside of our management's area of expertise.

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

 We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

 We are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the target(s) of our Initial Business Combination is fair to our company from a financial point of view.

 We may issue additional shares of common stock to complete our Initial Business Combination or under an employee incentive plan after completion of our Initial Business Combination. Any such issuances would dilute the interest of our stockholders and likely present other risks.

 Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our Initial Business Combination, our public stockholders may receive only approximately $10.15 per share, or less than such amount in certain circumstances, on the liquidation of our trust account.

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

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

 We may be able to complete only one business combination with the proceeds of the Initial Public Offering, which will cause us to be solely dependent on a single business, which may have a limited number of products or services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.

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

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

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

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

 The provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account), including an amendment to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval of holders of 65% of our common stock who vote in-person or by proxy at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of an Initial Business Combination that some of our stockholders may not support.

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

 Our private placement units and founder shares may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our Initial Business Combination.

 Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous Initial Business Combination with some prospective target businesses.

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

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

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

 To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our Initial Business Combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

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

 We have identified material weaknesses in our internal control over financial reporting as of December 31, 2024. These material weaknesses, and any additional material weaknesses that may be identified in the future, could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management and Strategy

 We recognize the critical
importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect
the confidentiality, integrity, and availability of our data.

 Managing Material Risks &
Integrated Overall Risk Management

 We have strategically integrated
cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management.
This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management
team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.

 Oversee Third-party Risk

 Because we are aware of the
risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct
thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with
our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary
controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

 Risks from Cybersecurity
Threats

 We have not encountered cybersecurity
challenges that have materially impaired our operations or financial standing.

 ITEM
2. PROPERTIES

 Our office is located at
19 West 44 th Street, Suite 1001, New York, New York 10036, and our telephone number is (347) 205-3126. Commencing
on October 14, 2022, we have agreed to pay our Sponsor a total of $20,000 per month for office space, utilities, and secretarial and administrative
support. We consider our current office space adequate for our current operations.

 ITEM 3. LEGAL PROCEEDINGS

 To the knowledge of our management
team, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management
team in their capacity as such.

 ITEM 4. MINE SAFETY
DISCLOSURES

 Not applicable.

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

 Market Information

 Our units, Common Stock and
Rights are each traded on Nasdaq under the symbols "HUDA U", "HUDA" and "HUDA R". Our units commenced
public trading on October 18, 2022.

 Holders

 On March 30, 2025, there
were 2 holders of record of our units.

 Securities Authorized
for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of
Unregistered Securities

 None.

 Purchases of Equity
Securities by the Issuer and Affiliated Purchasers

 On July 17, 2023, we held
a Special Meeting of stockholders. On June 28, 2023, the record date for the Special Meeting, there were 8,556,625 shares of
common stock outstanding and entitled to be voted at the Special Meeting, approximately 84% of which were represented in person or by
proxy at the Special Meeting. The stockholders approved the proposal to amend our Certificate of Incorporation to give us the option to
extend the date by which we must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each
time to April 18, 2024 upon the deposit into the Trust Account of $80,000 for each calendar month. This amendment increased the time the
Company has to consummate an Initial Business Combination from the original maximum amount of 15 months to 18 months from the Initial
Public Offering date. In connection with the votes to approve the proposals above, the holders of 4,427,969 shares of common
stock of the Company properly exercised their right to redeem their shares for approximately $10.43 per share, leaving approximately $25
million in the Trust Account.

 On
April 17, 2024, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation with the Secretary of
State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option
to extend the date by which the Company must effect a Business Combination beyond April 18, 2024, up to nine (9) times for an additional
(1) month each time to January 18, 2025, upon the deposit into the Trust Account of $25,000 for each calendar month and (ii) to remove
the geographic limitations for a Business Combination., which requires the deletion of Section J of the Sixth Article in the Charter:
"J. At no time, the Corporation shall undertake a Business Combination with any entity being based in or having the majority of
its operations in China (including Hong Kong and Macau)."

 On July 10, 2024, the Company
filed a Certificate of Amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option
to extend the date by which the Company must effect a Business Combination beyond January 18, 2025, up to nine (9) times for an additional
(1) month each time to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024.

 Use
of Proceeds from the Initial Public Offering

 On October 18, 2022, we consummated
our Initial Public Offering and sold 6,000,000 units (the "Units") at a price to the public of $10.00 per Unit, resulting
in total gross proceeds of $60,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consists of one
share of common stock of the Company, par value $0.0001 per share ("Common Stock") and one right to receive one-fifth (1/5)
of a share of the Common Stock upon the consummation of an Initial Business Combination ("Right").

of our Initial Public Offering, our sponsor had purchased a total of 340,000 units (the "Initial Private Placement Units")
at a price of $10.00 per the Initial Private Placement Unit (the "Private Placement"). However, on October 18, 2022, simultaneously
with the consummation of the Initial Public Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500
units (the "Purchased Private Placement Units") instead of the full Initial Private Placement Units, generating gross proceeds
of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust
Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor's
purchase of the Private Placement Units and on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of
$500,000 towards the remaining stock subscription balance, which fully funded the Sponsor's purchase of the Private Placement Units.

 On October 21, 2022, we closed
the sale of 845,300 units (the "OA Units") at $10.00 per unit as a result of the underwriters' partial exercise of their
over-allotment option (the "Overallotment Offering") in connection with the previously announced Initial Public Offering pursuant
to the underwriting agreement by and between us and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists of one
share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common
Stock upon the consummation of an Initial Business Combination (the "Right"). Such OA Units were registered pursuant to our
registration statement. As a result of the Overallotment Offering, we received gross proceeds of $8,453,000 (before deducting certain
underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation
of the Overallotment Offering, we completed the private placement of additional 31,500 units (the "Overallotment Private Placement
Units") pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between us and our Sponsor, in connection
with the underwriters' partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement
Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 Following the closing of
the Initial Public Offering on October 18, 2022 and sale of the Private Placement Units on October 21, 2022, an amount of $69,479,795
was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee.

 ITEM 6. [RESERVED]

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

 Special Note Regarding
Forward-Looking Statements

 All
statements other than statements of historical fact included in this annual report including, without limitation, statements under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" regarding the company's financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this annual report,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to us or the company's management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the company's
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC.

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

 Overview

 We
are a blank check company formed under the laws of the State of Delaware on January 13, 2021 for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We
intend to effectuate our Initial Business Combination using cash from the proceeds of the initial public offering, our capital stock,
debt or a combination of cash, stock and debt.

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

 On November 22, 2024, the
Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a German limited liability company engaged in
the business of developing electric powered vehicles and vehicle ("Aiways"). Consistent with our strategy, we have identified
and used general criteria and guidelines that we believe are important in evaluating the targets businesses, and we conducted a thorough
due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and inspection
of facilities, as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination.

 Results of Operations

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through December 31, 2024
were organizational activities and those necessary to prepare for our initial public offering, described below, and identifying a target
for an Initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Initial Business
Combination. We generate non-operating income in the form of interest income on marketable securities held after the initial public offering.
We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well
as for due diligence expenses.

 For
the year ended December 31, 2024, we had a net loss of $817,025, which consisted of interest earned on marketable securities held
in the trust account of $582,231, fair value adjustment on convertible debt of $790, and interest earned on operating cash account of
$3,307, offset by general and administrative expenses of $993,775, franchise tax expense of $58,412, loss on overpayment of franchise
tax of $172,166, and provision for income taxes of $179,000.

 For
the year ended December 31, 2023, we had net income of $121,221, which consisted of interest earned on marketable securities held
in the trust account of $2,276,593 and interest earned on operating cash account of $177, offset by general and administrative expenses
of $1,309,549, franchise tax expense of $200,000, and provision for income taxes of $646,000.

 Factors That May Adversely
Affect Our Results of Operations

 Our
results of operations and our ability to complete an Initial Business Combination may be adversely affected by various factors that could
cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted
by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in
interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic,
including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We
cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which
they may negatively impact our business and our ability to complete an Initial Business Combination.

 Liquidity
and Capital Resources

 On October 18, 2022, we consummated
our Initial Public Offering of 6,000,000 Units, at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000.
On October 18, 2022, simultaneously with the consummation of the Initial Public Offering, our Sponsor partially consummated the Private
Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately
$2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless
fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor's purchase
of the Private Placement. On December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards
the remaining stock subscription balance, which fully funded the Sponsor's purchase of the Private Placement Units.

 On October 21, 2022, we closed
the sale of 845,300 Over-allotment Units at $10.00 per unit as a result of the underwriters' partial exercise of their Over-allotment
Option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and
Chardan Capital Markets, LLC dated October 14, 2022. Each Over-allotment Unit consists of one share of Common Stock of the Company, par
value $0.0001 per share and one Right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial
Business Combination. Such Over-allotment Units were registered pursuant to our registration statement. As a result of the Overallotment
Offering, we received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed
in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, we completed the Overallotment
Private Placement of additional 31,500 units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between us
and our Sponsor, in connection with the underwriters' partial exercise of the over-allotment option, at a purchase price of $10.00
per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 For
the year ended December 31, 2024, cash used in operating activities was $1,081,935, consisting of a net loss of $817,025, interest
received on marketable securities held in the Trust Account of $582,231, a lease payment of $20,777, a decrease in accounts payable of
$94,097 and the fair value of related party notes of $790, that were partially offset by the amortization expense of $17,736, interest
expense of $123, franchise tax payable of $230,578, and income tax payable of $179,000, plus a decrease in prepaid expenses of $5,548.

2023, cash used in operating activities was $800,895, consisting of a net income of $121,221, interest received on marketable securities
held in the Trust Account of $2,276,593, and a decrease in franchise tax payable of $15,315, that were partially offset by the increase
in accounts payable of $541,449, income tax payable of $646,000, plus a decrease in prepaid expenses of $182,343.

2024, cash provided by investing activities was $25,492,597, consisting of cash withdrawn from the Trust Account of $26,045,551, that
was partially offset by an investment of cash in Trust Account of $552,954.

2023, cash provided by investing activities was $46,227,597, consisting of cash withdrawn from the Trust Account of $46,467,597, that
was partially offset by an investment of cash in Trust Account of $240,000.

2024, cash used in financing activities was $24,353,604, consisting of cash paid for the redemption of Public Units of $25,747,589 and
the repayment of borrowing due to related parties of $270,000, that were partially offset by cash proceeds from bridge loan of $1,476,882,
a cash proceeds from related party borrowing of $187,103.

2023, cash used in financing activities was $45,553,919, consisting of cash paid for the redemption of Public Units of $46,169,982, that
were partially offset by cash proceeds from a related party borrowing of $616,063.

 As
of December 31, 2024, we had cash held in the trust account of $1,122,381. We intend to use substantially all of the funds held in
the trust account, including any amounts representing interest earned in the trust account to complete our Initial Business Combination.
We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to
complete our Initial Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance
the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 As
of December 31, 2024, we held cash in the amount of $68,758 outside of the trust account. 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 an Initial Business Combination.

 In
order to fund finance transaction costs in connection with an Initial Business Combination, our sponsor or an affiliate of our sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an Initial Business
Combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that an Initial Business
Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but
no proceeds from our trust account would be used for such repayment.

 If
our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination
are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial
Business Combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because
we become obligated to redeem a significant number of our public shares upon consummation of our Initial Business Combination, in which
case we may issue additional securities or incur debt in connection with such Initial Business Combination. Subject to compliance with
applicable securities laws, we would only complete such financing simultaneously with the completion of our Initial Business Combination.
If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced
to cease operations and liquidate the trust account. In addition, following our Initial Business Combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our obligations.

 Franchise and Income
Tax Withdrawals from Trust Account

 Since
the completion of its IPO on October 14, 2022, and through December 31, 2024, the Company withdrew $595,577 from the Trust Account to
pay its liabilities related to the income taxes and Delaware franchise taxes. Through December 31, 2024, the Company remitted $215,265
to the Delaware franchise tax authorities, which resulted in excess of funds withdrawn from the Trust Account, but not remitted to the
government authorities of $380,312. Additionally, as of December 31, 2024, the Company had accrued but unpaid income tax liability of
$943,000, unpaid excise tax liability of $719,176 and unpaid liability for the Delaware franchise tax of $298,886. As of December 31,
2024, the Company had $68,758 in its operating bank account and had inadvertently used all of the funds withdrawn from the Trust Account
for payments of other operating expenses not related to taxes. Management determined that this use of funds was not in accordance with
the Trust Agreement.

 The
Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and,
if necessary, from the proceeds from the promissory note to Sponsor, without additional withdrawals from the Trust Account, until the
excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.

 Going Concern

 In connection with our assessment
of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update ("ASU")
2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," we have until October
18, 2025, assuming the monthly extension requirements are satisfied, to consummate a Business Combination. We are able to extend the date
by which an Initial Business Combination must be consummated beyond July 18, 2023 up to nine times for an additional one month each time
to April 18, 2024 upon the deposit into the Trust Account of $80,000 each calendar month. We are able to extend the date by which an Initial
Business Combination must be consummated beyond April 18, 2024 up to an additional nine times for an additional one month each time to
January 18, 2025 upon the deposit into the Trust Account of $25,000 each calendar month, with monthly extension payments ceasing on July
5, 2024. We are able to extend the date by which an Initial Business Combination must be consummated beyond January 18, 2025 up to nine
times for an additional one month each time to October 18, 2025. It is uncertain that we will be able to consummate a Business Combination
by this time. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent
dissolution. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur,
and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Management intends to
complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets
or liabilities should we be required to liquidate after the end of the Combination Period.

 Off-Balance Sheet
Arrangements

 We
did not have any off-balance sheet arrangements as of December 31, 2024.

 Contractual
Obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than a three-year operating lease for a Lexus vehicle with an effective date of October 29, 2024, and will be expired in October 2027. This lease
offers a purchase option at the end of the lease term and the Company has determined not to exercise it. The vehicle lease was classified
as an operating lease.

 As of December 31, 2024,
we had recorded deferred underwriting commissions and representative shares of $2,723,060 payable only upon completion of our Initial
Business Combination, which consisted of commissions payable in cash of $2,395,855 and representative shares issued in connection with
the Initial Public Offering. We agreed to issue to the underwriter at the closing of the Initial Public Offering 136,906 representative
shares ("Representative Shares"), due to the partial exercise of the over-allotment, which will be issued upon the completion
of our Initial Business Combination.

 Critical Accounting
Estimates

 The preparation of the financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially
differ from those estimates.

 The Company's significant
accounting estimates include but not limited to the valuation allowance for deferred tax assets and estimates and assumptions that affect
the fair value of convertible promissory notes.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 Not
applicable for smaller reporting companies.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 This
information appears following Item 15 of this annual report and is included herein by reference.

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

 (a)
Dismissal of Independent Registered Public Accounting Firm

 On May
16, 2024, the audit committee of the board of directors of Hudson Acquisition I Corp. (the "Company") approved the dismissal
of UHY LLP ("UHY") as the Company's independent registered public accounting firm with effect from June 1, 2024. The
reports of UHY on the Company's consolidated financial statements for the fiscal years ended December 31, 2022 and December 31,
2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope
or accounting principles. During the fiscal years ended December 31, 2022 and December 31, 2021 and through May 16, 2024, there have
been no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with UHY on any
matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of UHY have caused UHY to make reference thereto in its reports on the consolidated financial statements
for such years. During the fiscal years ended December 31, 2022 and December 31, 2021 and through May 16, 2024, there have been no
"reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

 The
Company provided UHY a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that
UHY provide the Company with a copy of its letter addressed to the Securities and Exchange Commission (the "SEC"), pursuant
to Item 304(a)(3) of Regulation S-K, stating whether or not UHY agrees with the statements related to them made by the Company in
this report.

 (b)
Newly Engaged Independent Registered Public Accounting Firm

 On May
16, 2024, the audit committee of the board of directors of the Company approved the appointment of WWC, P.C. ("WWC") as the
Company's new independent registered public accounting firm, effective June 1, 2024, to perform independent audit services for the
fiscal year ending December 31, 2023. During the fiscal years ended December 31, 2022 and December 31, 2021 and through May
16, 2024, neither the Company, nor anyone on its behalf, consulted WWC regarding either (i) the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated
financial statements of the Company, and no written report or oral advice was provided to the Company by WWC that 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 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 that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 ITEM 9A. CONTROLS AND PROCEDURES

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

 Evaluation of Disclosure Controls and Procedures

 As required by Rules 13a-15
and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) were effective.

 Report of Management on Internal Control
over Financial Reporting

 Management is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP. Internal control over financial reporting (as defined in Rule 13a-15(f)
 ender the Exchange Act) includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's
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 misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 Management (with the participation
of the CEO and CFO) conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based
on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting
was effective as of December 31, 2024.

 This annual report does not
include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial
reporting. As an emerging growth company, the management's report is not subject to attestation by our independent registered public
accounting firm.

 Changes in Internal Control over Financial
Reporting

 During
the period from January 13, 2021 through December 31, 2024, there has been no change in our internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Officers and Directors

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

 Name

 Age

 Position

 Warren Wang

 Chief Executive Officer

 Pengfei Xie

 Chief Financial Officer

 Rodobaldo Duartes

 Independent Director

 Chiang Hsien

 Independent Director

 Lixin Wu

 Independent Director

 Hong Chen

 Independent Director

 Warren
Wang, our Chief Executive Officer and Chairman of the Board is a results-driven chief executive officer with over 20 years of experience
in financing, listing, and capital operations (including 15 years of working on Wall Street). He is well-versed in the Chinese and American
Capital Markets and the practical integration of the globalized industrial chain. Mr. Wang has expertise in managing and planning domestic
and overseas corporate financing listing and investment, international merger and acquisition fund collaboration, Sino-US cross-border
investment, and mergers & acquisitions. Mr. Wang is also Knowledgeable in finance, advanced technologies, high-end manufacturing,
education, environmental protection, and modern service industries. Mr. Wang skillfully applies the capital operation methods including
private equity financing (PE), convertible debt financing, domestic and overseas direct listing financing (IPO), backdoor listing (Reverse
Mergers), application of VIE in the overseas legal system, SPAC (special purpose Acquisitions and listings), and various methods of company
mergers and acquisitions. Mr. Wang graduates from Peking University, with an EMBA degree from Guanghua School of Management. Prior to
serving as the CEO of HUDA, Mr. Wang is also CEO and board member of some other private investment management companies, including PX
SPAC Capital Inc., PX Capital US Inc. Mr. Wang was also the CEO of SSLJ.com, another NASDAQ-listed public company from 2018-2019. Before
that, Mr. Wang worked as a well-known financial advisor at Wall Street IPO Consulting Inc. from 2011 to 2018.

 Pengfei
Xie, our Chief Financial Officer, also serves as a member of the MIT Sloan School Executive Board (Americas) and a Board member for
the Peking University Education Foundation (USA). Mr. Xie, over the past twenty years, has gained extensive experience in financial
market analysis and investment advisory services. Mr. Xie started his career as a Fixed Income Analyst at a New York-based hedge
fund in 1997. Later in 1999, he joined General Motors Asset Management Corp. as an Analyst and was later promoted to the Fund Manager
position with the responsibility of overseeing and managing the company's Global Portable Alpha Fund and the Multi-Sector Bond
Fund. From 2006 to 2009, Mr. Xie served as Senior Analyst focusing on Credit and Fixed Income strategies and later as the Head of
Relative Value and a member of the Investment Committee of EIM Management (USA). In April 2009, Mr. Xie became the Managing
Director of Investments of EIM and later in 2012 joined the Advisory Board of EIM. Since August 2012 till now, Mr. Xie has been
serving as the Managing Member and Chief Investment Officer of PX Global Advisors, LLC, an investment advisory firm founded by him. Mr. Xie's
representative investment portfolio includes Elroy Air Inc., Peloton Interactive, Inc., and Afterpay Limited. Mr. Xie holds a Master
of Business Administration degree from the Massachusetts Institute of Technology and a Bachelor of Science from Peking University.

 Rodobaldo
"Rolo" Duartes, our independent director, is the founder and managing partner of DoubleDay Engineering, LLC ("DoubleDay"),
an engineering development firm specializing in infrastructure development, commercial real-estate investment, and federal contracting.
Mr. Duartes is a Registered Professional Engineer (P.E.), with over 25 years of experience in construction, development, forensics
engineering and management. Prior to founding DoubleDay, Mr. Duartes was an Executive Vice President of Sales for Univision Communications,
a leading Hispanic media company in the U.S., where he oversaw 65 sales executives and over $600 million in Madison Avenue agency
business. He was an M&A investment banker at Bear Stearns from 1999 to 2002. Mr. Duartes earned a B.S. in Electrical Engineering
from the University of Florida, an M.B.A. from Columbia Business School, and an M.P.A. from the Kennedy School of Government at Harvard
University.

 Chiang
Hsien, our independent director, has over 30 years of experience in investment and asset management. Since 2020, Mr. Hsien
has been working as an independent consultant for various corporations on a part-time basis. From 2016 to 2019, he was an advisor
to the Chairman of the Pacific Millennium Group, a leading packaging supplier in China. From 2013 to 2016, Mr. Hsien was a Partner
and Chief Representative in Asia for Lingohr & Partner Asset Management, a German asset management company. From 2008 to 2012,
Mr. Hsien was Chief Representative and Director of Allianz Global Investors Hong Kong Ltd., and CEO of the Shanghai Representative
Office. Allianz Global Investors is a global asset management company and a subsidiary of Allianz SE. From 2003 to 2008, Mr. Hsien
was Chief Executive Officer and Director of Guotai Junan-Allianz Asset Management, which is one of the first joint-venture mutual
fund management companies established in China. From 2000 to 2003, Mr. Hsien was Chief Executive Officer and Managing Director of
Dresdner Securities Investment Trust Enterprise Taiwan (now Allianz Asset Management Taiwan). Mr. Hsien has a Bachelor of Arts Degree
from University of International Relations Beijing (China), an MBA degree from the Christian Albrecht University of Kiel in Germany and
attended Executive Programs at INSEAD and at Harvard University.

 Lixin
Wu, our independent director, is an investment manager with over 15 years of experiences in real estate, automotive trading and
financing firms. He is the President of Bauing Group USA Ltd., the U.S. subsidiary of Bauing Group (SZ.2047) since 2016, a Chinese leading
integrated design enterprise. Mr. Wu is also the Managing Director of CASB Ventures LLC since 2000. CASB LLC is an angel investment
fund focusing on high tech companies. Mr. Wu earned a Bachelor of Science in Physics from Peking University in China and a Master
of Science in Physics from Worcester Polytechnic Institute in Massachusetts, U.S.

 Hong
Chen, an independent director, was a member of the first graduating class of Guanghua School
of Management's MBA program, Peking University. Mr. Chen is also an apprentice to Professor Cao Fengqi, a well-known Chinese financial
expert. Mr. Chen has held key positions in many technology and investment companies, where he accumulated extensive experience in corporate
management and investment experience in capital markets in Hong Kong and mainland China. Mr. Chen has been the chairman at Grand Cartel
Securities Co., Ltd since 2014. Prior to that, Mr. Chen served as the chairman of China Internet Education Group from 2008 to 2014. He
held the position of Chief Executive Officer at Peking University Business Network from 2002 to 2008 and at Shenzhen Chenrun Investment
Company from 1998 to 2002. In the past two decades, he has led and participated in dozens of Chinese companies' listings and capital
operations in Hong Kong. The value of his mergers and acquisitions has been over tens of billions of RMB yuan.

 Number and Terms of Office of Officers and
Directors

 We
have five directors on the Board of Directors. In accordance with Nasdaq corporate governance requirements, we are not required to hold
an annual meeting until one full year after our first fiscal year end following our listing on Nasdaq.

 Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our
bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President,
Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

 Committees of the Board of Directors

 Our
board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules
and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company
be comprised solely of independent directors, and NASDAQ rules require that the compensation committee of a listed company each be comprised
solely of independent directors.

 Audit Committee

 We
have established an audit committee of our board of directors. Messrs. Duartes, Hsien and Wu serve as members of our audit committee,
and Mr. Lixin Wu is the chair of the audit committee.

 Under
Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom
must be independent. Each of Messrs. Duartes, Hsien and Wu meets the independent director standard under NASDAQ listing standards and
under Rule 10-A-3(b)(1) of the Exchange Act.

 Each
member of the audit committee is financially literate and our board of directors has determined that Mr. Lixin Wu qualifies as an
"audit committee financial expert" as defined in applicable SEC rules.

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

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

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

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

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

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

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

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

 Compensation Committee

 We
have established a compensation committee of our board of directors. Messrs. Duartes and Hsien serve as members of our compensation committee.
Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all
of whom must be independent. Messrs. Duartes and Hsien are independent and Mr. Rodobaldo Duartes chairs the compensation committee.

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

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

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

 reviewing on an annual basis our executive compensation policies and plans;

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

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

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

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

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

 Notwithstanding
the foregoing, as indicated above, other than the payment to our sponsor or its affiliate of $20,000 per month for office space, utilities
and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including finders, consulting or other
similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or
for any services they render in order to effectuate the consummation of an Initial Business Combination. Accordingly, it is likely that
prior to the consummation of an Initial Business Combination, the compensation committee will only be responsible for the review and recommendation
of any compensation arrangements to be entered into in connection with such Initial Business Combination. The charter will also provide
that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or
other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However,
before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee
will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

 Nominating and Corporate Governance Committee

 We
have established a nominating and corporate governance committee of our board of directors. Messrs. Duartes and Hsien serve as members
of our nominating and corporate governance committee. Messrs. Duartes and Hsien are independent under the Nasdaq rules and Mr. Hsien
chairs the nominating and corporate governance committee.

 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 stockholders.

 The
nominating and corporate governance 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
and corporate governance 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 stockholders
during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable,
a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures
set forth in our bylaws. The nominating and corporate governance committee does not distinguish among nominees recommended by stockholders
and other persons.

 Compensation Committee Interlocks and Insider
Participation

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

 Code of Ethics

 We
have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review these documents by accessing
our public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided
without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in
a Current Report on Form 8-K.

 ITEM 11. EXECUTIVE
COMPENSATION

 None
of our officers or directors have received any cash compensation for services rendered to us. Our sponsor, officers and directors, or
any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit
committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates.

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

 The
existence or terms of any employment or consulting arrangements may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our Initial Business
Combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements
with our officers and directors that provide for benefits upon termination of employment.

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

 The
following table sets forth information regarding the beneficial ownership of our common stock as of July 18, 2024, by:

 each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each of our executive officers and directors that beneficially owns shares of our common stock; and

 all our executive officers and directors as a group.

 In
the table below, percentage ownership is based on 2,181,088 shares of our common stock, consisting of (i) 98,263 shares of our redeemable
common stock, and (ii) 2,082,825 shares of our non-redeemable common stock, issued and outstanding as of July 18, 2024. Voting power represents
the combined voting power of shares of redeemable common stock and non-redeemable common stock owned beneficially by such person. On all
matters to be voted upon, the holders of the shares of redeemable common stock and shares of non-redeemable common stock vote together
as a single class. Currently, all of the shares of non-redeemable common stock are convertible into redeemable common stock on a one-for-one
basis.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of
common stock beneficially owned by them.

 Name and Address of Beneficial Owner (1)

 Number of
 Shares
 Beneficially
 Owned (2)

 Approximate
 Percentage of
 Outstanding
 Common
 Stock

 Warren Wang

 —

 —

 Pengfei Xie (3)

 —

 —

 Rodobaldo Duartes

 —

 —

 Chiang Hsien

 —

 —

 Lixin Wu

 —

 —

 All executive officers and directors as a group (5 individuals)

 —

 —

 Hudson SPAC Holding, LLC (3)

 95.49
 %

 (1)

 Unless otherwise noted, the business address of each of the following entities or individuals is c/o Hudson Acquisition I Corp., 19 West 44 th Street, Suite 1001, New York, New York 10036.

 (2)

 Interests shown consist of founder shares and Private Placement Units.

 (3)

 Our sponsor is the record holder of such shares. Mr. Pengfei Xie, our Chief Financial Officer, is the General Partner of the sole member of our sponsor, and as such, has voting and investment discretion with respect to the common stock held of record by our sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by our sponsor. None of our officers and directors (or trusts for the benefit of their family members) holds any direct or indirect interest in our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

 Registration Rights

 The
holders of the (i) the Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, and
(ii) Private Placement Units, which were sold simultaneously with the closing of the Initial Public Offering, are entitled to registration
rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The
holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders
of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the
date on which the Founder Shares are to be released from escrow. In addition, the holders have certain "piggy-back" registration
rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination.

 Securities Authorized
for Issuance under Equity Compensation Plans

 None.

 Changes in Control

 None.

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

 On March 18, 2021, the Sponsor
was issued 2,875,000 shares (the "Founder Shares") of the Company's common stock for an aggregate price of $25,000.
On January 24, 2022, the Founder Shares were reduced to 1,725,000 by way of the share surrender agreement. In connection with the partial
exercise of the over-allotment option, 13,675 Founder Shares were forfeited. The remaining Founder Shares represent 20% of the outstanding
shares after the Initial Public Offering (see Note 4).

 The Founder Shares are identical
to the shares of common stock included in the Units sold in the Initial Public Offering, except that the Founder Shares are subject to
certain transfer restrictions.

 Holders of record of shares
of the common stock and holders of Founder Shares will vote together on all matters submitted to a vote of our stockholders, with each
share of common stock entitling the holder to one vote except as required by law.

 On
April 5, 2021, as further amended on April 28, 2021 and September 8, 2022, the Company entered into a promissory note with the Sponsor
for principal amount up to $1,000,000. The promissory note is non-interest bearing and matures on the earlier of: (i) the date of the
consummation of the Company's Initial Business Combination or (ii) the date of the liquidation of the Company. The principal balance
may be prepaid at any time. A maximum of $1,000,000 of such loans may be converted into Units, at the price of $10.00 per Unit
at the option of the Sponsor. On May 6, 2021, the Company made a drawdown of $300,000 on the promissory note. On April 15 and August
19, 2022, the Company made additional drawdowns of $100,000 and $100,000 on the promissory note, respectively. On December 1,
2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the payments for Private Placement Units.

 On
July 20, 2023, the Company and the Sponsor amended and restated the promissory note, dated as of April 5, 2021, providing for loans up
to $1,000,000 in aggregate. The promissory note bears no interest and all unpaid principal under the promissory note will be due
and payable in full upon the earlier of (i) the date of the consummation of the Company's Initial Business Combination or (ii) the
date of the liquidation of the Company. At the election of the Sponsor, up to $1.0 million of the loans under the promissory note
may be settled in Units at a conversion rate of $10.00 per Unit, with each private unit comprised of one share of common stock of
the Company and one right to one-fifth of a share of the Company's common stock. On July 21, 2023, the Company made a draw of $220,000 for
working capital purposes, of which $18,000 has been repaid.

 In
connection with the approval of the extension amendment proposal, on July 18, 2023, the Sponsor entered into a non-interest bearing, unsecured
promissory note issued by the Company in favor of the Sponsor (the "Extension Note"), providing for loans up to the aggregate
principal amount of $720,000. On July 24, 2023, pursuant to the Second Amended and Restated Certificate of Incorporation, as amended by
the Certificate of Amendment, $80,000 was deposited into the Trust Account for a one-month extension. An aggregate deposit of $720,000 of
the proceeds of the Extension Note were made into the Trust Account. The Extension Note bears no interest and all unpaid principal under
the Extension Note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company's Initial
Business Combination or (ii) the date of the liquidation of the Company. On July 21, 2023, the Company made a draw from the promissory
note of $80,000 for extension payment purposes. On October 26, 2023, the Company made a second draw of $160,000 for extension payment
purposes. As of December 31, 2024, there was $240,000 outstanding on the Extension Note.

 On November 22, 2024, the
Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a German limited liability company engaged in
the business of developing electric powered vehicles and vehicle ("Aiways"). Consistent with our strategy, we have identified
and used general criteria and guidelines that we believe are important in evaluating the targets businesses, and we conducted a thorough
due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and inspection
of facilities, as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination.

 Commencing on October 14,
2022, the Company has agreed to pay the Sponsor or its affiliate a total of $20,000 per month for office space, utilities, and secretarial
and administrative support. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly
fees. For the year ended December 31, 2024, the Company incurred $240,000 on administrative support fees.

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

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

 Director Independence

 NASDAQ listing standards
require that a majority of our board of directors be independent. An "independent director" is defined generally as a person
other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion
of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out
the responsibilities of a director. Our board of directors has determined that Messrs. Duartes, Hsien and Wu are "independent directors"
as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which
only independent directors are present.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

 On
May 16, 2024, the audit committee approved the dismissal of UHY LLP ("UHY") and appointed WWC, P.C. ("WWC")
as the Company's independent registered public accounting firm for the years ended December 31, 2023 and 2022. The following is
a summary of fees paid to WWC for services rendered.

 Audit
Fees. For the years ended December 31, 2024 and 2023, fees were approximately $36,000 for the audits of our December 31,
2024 and 2023 financial statements included in this annual report.

 Audit-Related
Fees. For the years ended December 31, 2024 and 2023, WWC did not render assurance and related services related to the performance
of the audit or review of financial statements.

 Tax
Fees. For the years ended December 31, 2024 and 2023, WWC did not render tax compliance, tax advice or tax planning services.

 All
Other Fees. For the years ended December 31, 2024 and 2023, WWC did not render any services to us other than those set forth
above.

 UHY
served as the Company's independent registered public accounting firm for the year ended December 31, 2022 and for the March 31,
2024, June 30, 2024, and September 2023 quarterly reviews. The following is a summary of fees paid to UHY for services rendered.

 Audit
Fees. For the year ended December 31, 2022, fees were approximately $198,790 for the audit of our December 31, 2022 financial
statements. Fees were approximately $188,000 for the Quarterly Reports on Form 10-Q for the respective periods described above during
the year ended December 31, 2023.

 Audit-Related
Fees. For the years ended December 31, 2023 and 2022, UHY did not render assurance and related services related to the performance
of the audit or review of financial statements.

 Tax
Fees. For the years ended December 31, 2023 and 2022, UHY did not render tax compliance, tax advice or tax planning services.

 All Other Fees. For
the years ended December 31, 2023 and 2022, UHY did not render any services to us other than those set forth above.

 Pre-Approval Policy

 Our
audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering. As a result,
the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit
committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit
committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including
the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act
which are approved by the audit committee prior to the completion of the audit).

 ITEM 15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES

 (a)

 The following documents are filed as part of this annual report on Form 10-K.

 (1)

 Financial Statements.

 (2)

 Financial Statement Schedules: None.

 (3)

 Exhibits.

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

 ITEM 16. FORM 10-K
SUMMARY

 Not
applicable.

 EXHIBIT

 Exhibit No.

 Description

 2.1*

 Business Combination Agreement, by and among Hudson Acquisition I Corp., and Aiways Automobile Europe GmbH.

 3.1*

 Amended and Restated Certificate of Incorporation, dated January 13, 2021

 3.2*

 Amended and Restated Certificate of Incorporation, dated May 5, 2021

 3.3*

 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation, dated July 8, 2024

 3.4*

 Bylaws

 4.1*

 Hudson Acquisition I Corp. Description of Securities

 31.1*

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

 31.2*

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

 32**

 Certification of Principal Executive Officers 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

 *

 Filed herewith.

 **

 Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 SIGNATURES

 Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 Date: May 23, 2025

 By:

 /s/ Warren Wang

 Warren Wang

 Chief Executive Officer

 ( Principal Executive Officer)

 Date: May 23, 2025

 By:

 /s/ Pengfei Xie

 Pengfei Xie

 Chief Financial Officer

 ( Principal Financial and Accounting Officer)

 INDEX TO FINANCIAL STATEMENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm ID: 1171)

 Financial Statements:

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2024 and 2023

 Statements of Cash flows for the Years Ended December 31, 2024 and 2023

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To:

 The Board of Directors and Stockholders of

Hudson Acquisition I Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Hudson Acquisition I Corp. (the "Company") as of December 31, 2024 and 2023, and the related statements of operations,
changes in stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its
cash flows for the years for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has
a significant working capital deficit, a significant accumulated stockholder deficit and needs to raise additional funds to meet its obligations
and sustain its operations. As a Special Purpose Acquisition Company, the Company was formed to effect a merger, capital stock exchange,
asset acquisition, or similar business combination with one or more businesses (a "Business Combination"). On January 22,
2025, the Company received written notice (the "Notice Letter") from the Nasdaq Hearings Panel (the "Panel") indicating
that the Panel had determined to delist the Company's securities from The Nasdaq Stock Market LLC ("Nasdaq") and that
trading in the Company's securities would be suspended at the open of trading on January 24, 2025, which constitutes a subsequent
event that may further impact its access to capital markets and ability to secure financing.

 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal controls 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/ WWC, P.C.

 Certified Public Accountants

 PCAOB ID: 1171

 We have served as the Company's auditor
since 2024.

 San Mateo, California

 May 23, 2025

 F- 2

 BALANCE SHEETS

 As of December 31,

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 68,758

 $
 11,700

 Prepaid expenses and other current assets

 6,200

 11,748

 Total current assets

 74,958

 23,448

 Marketable securities held in Trust Account

 1,122,381

 26,036,953

 Interest receivable in cash and marketable securities held in the Trust Account

 4,217

 -

 Right-of-use assets, net

 56,123

 -

 Total assets

 $
 1,257,679

 $
 26,060,401

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable and accrued liabilities

 $
 507,373

 $
 601,469

 Franchise tax payable

 298,886

 68,308

 Income tax payable

 943,000

 764,000

 Excise tax payable

 719,176

 461,700

 Notes payable - bridge loan

 1,491,312

 -

 Convertible notes payable - related party

 560,021

 643,708

 Short-term lease liabilities

 13,066

 -

 Total current liabilities

 4,532,834

 2,539,185

 Deferred underwriting commissions

 2,723,060

 2,723,060

 Long-term lease liabilities

 25,720

 -

 Total liabilities

 7,281,614

 5,262,245

 Commitments and Contingencies (Note 5)

 Common stock subject to possible redemption, 98,263 and 2,417,331 shares at redemption value of $ 9.21 and $ 10.56 per share as of December 31, 2024 and 2023, respectively

 904,670

 25,526,944

 Stockholders' deficit:

 Common stock, par value $ 0.0001, 200,000,000 shares authorized; 2,082,825 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 Accumulated deficit

 ( 6,928,814
)

 ( 4,728,997
)

 Total stockholders' deficit

 ( 6,928,605
)

 ( 4,728,788
)

 Total liabilities, redeemable common stock and stockholders' deficit

 $
 1,257,679

 $
 26,060,401

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

 F- 3

 STATEMENTS OF OPERATIONS

 2024

 2023

 Operating expenses:

 General and administrative expenses

 $
 993,775

 $
 1,309,549

 Franchise tax expense

 58,412

 200,000

 Loss from operations

 ( 1,052,187
)

 ( 1,509,549
)

 Other income (expense):

 Interest earned on marketable securities held in Trust Account

 582,231

 2,276,593

 Interest earned on cash account

 3,307

 Loss on overpayment of franchise tax

 ( 172,166
)

 -

 Fair value adjustment on convertible debt

 -

 Other income (expense), net

 414,162

 2,276,770

 Income (loss) before income taxes

 ( 638,025
)

 767,221

 Provision for income taxes

 ( 179,000
)

 ( 646,000
)

 Net income (loss)

 $
)

 $

 Net income attributable to common stock subject to possible redemption- as adjusted

 597,539

 662,139

 Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption

 777,107

 4,807,221

 Basic and diluted net income per share, common stock subject to possible redemption- as adjusted

 $
 0.77

 $
 0.14

 Net loss attributable to common stockholders

 ( 1,414,564
)

 ( 540,918
)

 Weighted-average common shares outstanding, basic and diluted

 Net loss per share common share, basic and diluted

 $
 ( 0.68
)

 $
 ( 0.26
)

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

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 Common Stock

 Accumulated

 Stockholders'

 Shares

 Amount

 Deficit

 Deficit

 Balance as of December 31, 2022

 $

 $
 ( 2,477,925
)

 $
 ( 2,477,716
)

 Accretion of carrying value to redemption value

 -

 -

 ( 1,910,593
)

 ( 1,910,593
)

 Excise tax payable attributable to redemption of common stock

 -

 -

 ( 461,700
)

 ( 461,700
)

 Net income

 -

 -

 Balance as of December 31, 2023

 $

 $
 ( 4,728,997
)

 $
 ( 4,728,788
)

 Accretion of carrying value to redemption value

 -

 -

 ( 1,125,315
)

 ( 1,125,315
)

 Excise tax payable attributable to redemption of common stock

 -

 -

 ( 257,477
)

 ( 257,477
)

 Net loss

 -

 -

)

)

 Balance as of December 31, 2024

 $

 $
 ( 6,928,814
)

 $
 ( 6,928,605
)

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

 F- 5

 STATEMENTS OF CASH FLOWS

 2024

 2023

 OPERATING ACTIVITIES

 Net (loss) / income

 $
)

 $

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

 Interest earned on cash and marketable securities held in Trust Account

 ( 582,231
)

 ( 2,276,593
)

 Change in fair value of convertible notes payable, related party

 ( 790
)

 —

 Amortization expenses

 17,736

 —

 Interest expenses

 —

 Lease payments

 ( 20,777
)

 —

 Change in operating assets and liabilities:

 Prepaid expenses and other current assets

 5,548

 182,343

 Accounts payable and accrued expenses

 ( 94,097
)

 541,449

 Franchise tax payable

 230,578

 ( 15,315
)

 Income tax payable

 179,000

 646,000

 Net cash used in operating activities

 ( 1,081,935
)

 ( 800,895
)

 INVESTING ACTIVITIES

 Investment of cash in Trust Account

 ( 552,954
)

 ( 240,000
)

 Cash withdrawn from Trust Account

 26,045,551

 46,467,597

 Net cash provided by investing activities

 25,492,597

 46,227,597

 FINANCING ACTIVITIES

 Redemption of common stock

 ( 25,747,589
)

 ( 46,169,982
)

 Proceeds from bridge loan

 1,476,882

 —

 Proceeds from convertible notes payable - related party

 187,103

 616,063

 Repayment of convertible notes payable- related party

 ( 270,000
)

 —

 Net cash used in financing activities

 ( 24,353,604
)

 ( 45,553,919
)

 Net increase (decrease) in cash during period

 57,058

 ( 127,217
)

 Cash and cash equivalents, beginning of period

 11,700

 138,917

 Cash and cash equivalents, end of period

 $
 68,758

 $
 11,700

 SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

 Change in value of common stock subject to possible redemption

 $
 24,622,274

 $
 1,910,593

 Original debt discount on bridge loan

 $
 23,118

 $
 —

 Lease liabilities arising from obtaining ROU assets

 $
 59,428

 $
 —

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

 F- 6

 NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2024

 NOTE 1 — NATURE OF THE ORGANIZATION AND
BUSINESS

 Hudson Acquisition I Corp.
("Hudson" or the "Company") was incorporated in the State of Delaware on January 13, 2021. The Company's
business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (the "Initial Business Combination"). The Company has selected December 31 as its
fiscal year end.

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

 As of December 31, 2024, the
Company had not commenced core operations. All activity for the period from January 13, 2021 (inception) through December 31, 2024 relates
to the Company's formation and raising funds through the initial public offering ("Initial Public Offering"), which
is described below, and efforts in identifying a target to consummate an Initial Business Combination. The Company will not generate any
operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering.

 The registration statement
pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on October 14, 2022.
On October 18, 2022, the Company consummated its Initial Public Offering and sold 6,000,000 units (the "Units") at a price
to the public of $ 10.00 per Unit, resulting in total gross proceeds of $ 60,000,000 (before underwriting discounts and commissions and
offering expenses). Each Unit consists of one share of common stock of the Company, par value $ 0.0001 per share ("Common Stock")
and one right to receive one-fifth (1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination ("Right").

of the Initial Public Offering, the Company's sponsor, Hudson SPAC Holding LLC (the "Sponsor") should have purchased
a total of 340,000 units (the "Initial Private Placement Units") at a price of $ 10.00 per the Initial Private Placement Unit
(the "Private Placement") (see Note 3).

 October 21, 2022, the Company
closed the sale of 845,300 units (the "OA Units") at $ 10.00 per unit as a result of the underwriters' partial exercise
of their over-allotment option (the "Overallotment Offering") in connection with the previously announced Initial Public Offering
pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit
consists of one share of Common Stock of the Company, par value $ 0.0001 per share and one right to receive one-fifth (1/5) of one share
of the Common Stock upon the consummation of an Initial Business Combination (the "Right"). Such OA Units were registered
pursuant to the Company's registration statement. As a result of the Overallotment Offering, the Company received gross proceeds
of $ 8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21,
2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500
units (the "Overallotment Private Placement Units") pursuant to the Unit Private Placement Agreement dated October 14, 2022
by and between the Company and the Sponsor, in connection with the underwriters' partial exercise of the over-allotment option,
at a purchase price of $ 10.00 per Overallotment Private Placement Unit, generating gross proceeds of $ 315,000, a portion of which was
placed in the Trust Account.

 Following the closing of the
Initial Public Offering and Overallotment, an amount of $ 69,479,795 was placed in a Trust Account in the United States maintained by Continental
Stock Transfer & Trust Company, as trustee. The funds held in the Trust Account were invested only in United States government Treasury
bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7
promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that the Company is not deemed to be an investment
company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released
to the Company to pay for income or other tax obligations, the remaining proceeds will not be released from the Trust Account until the
earlier of the completion of an Initial Business Combination or the Company's liquidation. The proceeds held in the Trust Account
may be used as consideration to pay the sellers of a target business with which the Company will complete the Initial Business Combination
to the extent not used to pay redeeming stockholders. Any amounts not paid as consideration to the sellers of the target business may
be used to finance operations of the target business.

 F- 7

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

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

 The allocation of the net
proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account
available to pay for income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event
that the assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories. If
the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount
necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient as a result of the volatile
interest rate environment, the Company may be required to raise additional capital, the amount, availability and cost of which is currently
unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor
or third parties. The Sponsor has agreed to loan the Company up to an aggregate of $ 1,000,000 to be used for working capital purposes
pursuant to a Promissory Note. As of December 31, 2024, the Company had $ 560,021 in borrowings under the Promissory Note (see Note 4).
If the Company is unable to obtain the necessary funds, it may be forced to cease searching for a target business and liquidate without
completing the Initial Business Combination.

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

 On November 22, 2024, the
Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a German limited liability company engaged in
the business of developing electric powered vehicles and vehicle ("Aiways"). Consistent with our strategy, we have identified
and used general criteria and guidelines that we believe are important in evaluating the targets businesses, and we conducted a thorough
due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and inspection
of facilities, as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination.

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

 F- 8

 If no business combination
is completed prior to the mandatory liquidation date, the proceeds then on deposit in the Trust Account including interest earned on the
funds held in the Trust Account and not previously released to the Company to pay taxes (less $ 100,000 of interest to pay dissolution
expenses), will be used to fund the redemption of the public shares. The Sponsor, directors, director nominees and officers will enter
into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the
Trust Account with respect to any Founder Shares held by them if the Company fails to complete the Initial Business Combination within
such time period.

 In connection with the shares
purchased by the founders, the founders waive any and all right, title, interest or claim of any kind in or to any distributions by the
Company from the Trust Account which will be established for the benefit of the Company's public stockholders and into which substantially
all of the proceeds of the Initial Public Offering will be deposited (the "Trust Account"), in the event of a liquidation
of the Company upon the Company's failure to timely complete an Initial Business Combination.

 Extension Amendment

 On July 17, 2023, the Company
held the Special Meeting. On June 28, 2023, the record date for the Special Meeting, there were 8,928,125 shares of common stock outstanding,
in which 8,556,625 were entitled to vote at the Special Meeting, approximately 84 % of which were represented in person or by proxy at
the Special Meeting. The stockholders approved the proposal to amend the Company's Certificate of Incorporation to give the Company
the option to extend the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an
additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account of $ 80,000 for each calendar month. This amendment
increased the time the Company has to consummate an Initial Business Combination from the original maximum amount of 15 months to 18 months
from the Initial Public Offering date. In connection with the votes to approve the proposals above, the holders of 4,427,969 shares of
common stock of the Company properly exercised their right to redeem their shares for approximately $ 10.43 per share. Following such redemptions,
$ 46,169,982 was withdrawn from the trust account on July 25, 2023 and 2,417,331 Public Shares remained outstanding as of December 31,2023.

 On July 17, 2023, the Company
filed a certificate of amendment (the "Certificate of Amendment") to the Company's Second Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware. The Certificate
of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the date by which the Company must effect
a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit
into the Trust Account of $ 80,000 for each calendar month and (ii) eliminate the limitation that the Company may not redeem public shares
to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)
of the Securities Exchange Act of 1934 of less than $ 5,000,001.

 On April 17, 2024, the Company
filed a Certificate of Amendment to the Company's Certificate of Incorporation with the Secretary of State of the State of Delaware.
The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the date by which the
Company must effect a Business Combination beyond April 18, 2024, up to nine (9) times for an additional (1) month each time to January
18, 2025, upon the deposit into the Trust Account of $ 25,000 for each calendar month and (ii) to remove the geographic limitations for
a Business Combination., which requires the deletion of Section J of the Sixth Article in the Charter: "J. At no time, the Corporation
shall undertake a Business Combination with any entity being based in or having the majority of its operations in China (including Hong
Kong and Macau)." In connection with the vote to approve the Extension Amendment, the holders of 2,315,868 shares of Public Shares
properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately
$ 11.10 per share, for an aggregate redemption amount of $ 25,712,132. Following such redemptions, 101,463 Public Shares remained outstanding.

 F- 9

 On July 5, 2024, the Company
held the Special Meeting. On June 4, 2024, the record date for the Special Meeting, there were 1,816,463 shares of common stock outstanding,
and 2,184,288 shares of common stock and units entitled to be voted at the Special Meeting, approximately 98 % of which were represented
in person or by proxy at the Special Meeting. The stockholders approved the proposal to amend the Company's Second Amended and Restated
Certificate of Incorporation pursuant to an amendment to the Charter in the form set forth in Annex A to the Proxy Statement to extend
the date by which the Company must effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses from January 18, 2025, up to nine (9) times for an additional one (1) month each time
to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024. The stockholders also approved
an amendment to the Charter to amend the Company's Second Amended and Restated Certificate of Incorporation pursuant to the Charter
in the form set forth in forth in Annex B to the Proxy Statement to amend Article Sixth of the Charter by adding a definition of IPO Rights,
and Sixth (A)(ii) by adding "and IPO Rights" and ("and rights") to read: "or (ii) provide its holders of
8 IPO Shares and IPO Rights with the opportunity to sell their shares and rights to the Corporation by means of a tender offer ("Tender
Offer")".

 On July 10, 2024, the Company
filed a Certificate of Amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option
to extend the date by which the Company must effect a Business Combination beyond January 18, 2025, up to nine (9) times for an additional
(1) month each time to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024.

 In connection with the vote
to approve the Extension Amendment, the holders of 3,200 shares of Public Shares properly exercised their right to redeem their shares
for cash at a redemption price of approximately $ 11.08 per share, for an aggregate redemption amount of $ 35,457. Following such redemptions,
 98,263 Public Shares remained outstanding as of December 31, 2024.

 Risks and Uncertainties

 Management continues to evaluate
the impact of the COVID-19 pandemic, Russia-Ukraine war, and the Middle East geopolitical tension on the economy and the capital markets
and has concluded that, while it is reasonably possible that such events could have negative effects on the Company's financial
position and outlook for an Initial Business Combination, the specific impacts are not readily determinable as of the date of these financial
statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 The current challenging economic
climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on
the Company's future operating results and financial position after any such Initial Business Combination in the future. The ultimate
duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company
is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company's
control.

 Liquidity and Capital Resources

 As of December 31, 2024, the
Company had $ 68,758 in its operating bank account and a working capital deficit of $ 4,439,876, the Company also has an accumulated deficit
of $ 6,928,814. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers,
directors, or third parties. The Company's officers and directors and the Sponsor may but are not obligated to (except as described
above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's
working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from
the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors to meet its needs through the earlier
of the consummation of a Business Combination or at least one year from the date that the financial statements were issued.

 F- 10

 In connection with the Company's
assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update ("ASU")
2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company has until
October 18, 2025, assuming the monthly extension requirements are satisfied, to consummate a Business Combination (the "Combination
Period"). Following the first extension, the Company was able to extend the date by which an Initial Business Combination must be
consummated beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust
Account of $ 80,000 in each calendar month. Following the second extension, the Company was able to extend the date by which an Initial
Business Combination must be consummated beyond April 18, 2024 up to an additional nine times for an additional one month each time to
January 18, 2025 upon the deposit into the Trust Account of $ 25,000 each calendar month. Following the third extension, the Company is
able to extend the date by which an Initial Business Combination must be consummated beyond January 18, 2025, up to an additional nine
times for an additional one month each time to October 18, 2025, with extension payments in connection with the first and second extension
ending on July 5, 2024. 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 October 18, 2025, there will be a mandatory liquidation and subsequent dissolution of the Company. Management
has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent
dissolution raises substantial doubt about the Company's ability to continue as a going concern. Management intends to complete
a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or
liabilities should the Company be required to liquidate after the end of the Combination Period.

 Business combination and related agreement

 On November 22, 2024, the
Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a German limited liability company engaged in
the business of developing electric powered vehicles and vehicle ("Aiways"). Consistent with our strategy, we have identified
and used general criteria and guidelines that we believe are important in evaluating the targets businesses, and we conducted a thorough
due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and inspection
of facilities, as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination.

 Nasdaq Compliance

 On July 23, 2024, the Company
received a notice from The NASDAQ Stock Market ("Nasdaq") that its securities will be delisted from The Nasdaq Global Market.
On December 15, 2023, the staff of Nasdaq (the "Staff") notified the Company that the market value of its listed securities
had been below the minimum $ 50,000,000 required for continued listing as set forth in Listing Rule 5450(b)(2)(A) (the "Rule")
for the previous 30 consecutive trading days. Therefore, in accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar
days, or until June 12, 2024, to regain compliance with the Rule. However, the Company did not regain compliance with the Rule. 9

 In addition, based on the
Staff's review of the Company's Definitive Proxy Statement filed June 24, 2024, the Staff determined that the Company does
not comply Listing Rule 5450(b)(2)(A), requiring a minimum 1,100,000 Publicly Held Shares, and Listing Rule 5450(b)(2)(C), requiring a
minimum of $ 15 million Market Value of Publicly Held Shares requirement.

 Based on the Company's
equity information as of July 22, 2024, the Company does not comply with the requirement for continued listing on the Nasdaq Capital Market
under Listing Rule 5550. Additionally, the Staff has concerns that the Company may also no longer comply with the minimum 400 Total Holders
requirement of Listing Rule 5450(a)(2) due to the substantial number of shareholder redemptions and low number of shares remaining outstanding.
Finally, the Company failed to timely file its Form 10-K for the year ended December 31, 2023, and its Form 10-Q for the period ended
March 31, 2024, as required by Listing Rule 5250(c)(1). Accordingly, these matters each serve as additional and separate basis for delisting.

 Under Listing Rule 5810, a
company that fails to comply with the continued listing requirements is normally afforded a compliance period or the ability to submit
a plan of compliance in order to be granted time to regain compliance. However, given that the Company fails to comply with multiple continued
listing requirements by such significant margins, and that each of these requirements is related to the security's liquidity necessary
to maintain a fair and orderly market, the Staff has determined to apply more stringent criteria pursuant to its discretionary authority
set forth in Listing Rule 5101. Accordingly, the Staff has concluded that continued listing is inappropriate and to delist the Company's
securities in order to maintain the quality of and public confidence in the Nasdaq market, to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, and to protect investors and the public interest.

 F- 11

 Accordingly, the Staff has
determined that the Company's securities will be delisted from The Nasdaq Global Market. In that regard, unless the Company requests
an appeal of this determination by July 30, 2024, trading of the Company's ordinary shares, warrants, and units will be suspended
at the opening of business on August 1, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"),
which will remove the Company's securities from listing and registration on The Nasdaq Stock Market. The Company may appeal the
Staff's determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

 In response to the Nasdaq
delisting notice, the Company has taken the following actions:

 On July 23, 2024, the Company applied to transfer from Nasdaq
Global Market to Nasdaq Capital Market.

 On July 24, 2024, the Company requested a hearing and paid
the $ 20,000 fee for the hearing.

 On July 24, 2024, the Company received hearing instructions
from Nasdaq, and has secured the hearing date for August 22, 2024.

 The Company submitted its
written submission to Nasdaq on August 2, 2024. The Company has also confirmed with Nasdaq that, in the event that the Company is delisted,
the delisting will not preclude the combined entity (the de-SPAC entity) from receiving initial listing approval for listing on the Nasdaq
Stock Market. In fact, the combined entity will be held to the same quantitative initial listing standards irrespective of the listing
status of the SPAC as a business combination resulting in a change of control and/or a de-SPAC business combination necessitates initial
listing approval.

 The Company filed its Form
10-K for the year ended December 31, 2023 on July 23, 2024. The Company filed its Form 10-Q for the three months ended March 31, 2024
on August 2, 2024.

 On August 12, 2024, the Company
received a notification from Nasdaq that it has cured its filing discrepancies under Listing Rule 5250(c)(1). The Company has come up
with a series of action plans to regain compliance, and presented its case to Nasdaq Panel on its hearing on August 22, 2024.

 In connection with the foregoing,
and the information presented to the Nasdaq Panel, Nasdaq issued a letter to the Company on September 27, 2024, which stated, in pertinent
part, that based on the information presented to the panel, the Company's request for an exception to complete its plan of compliance
has been granted. Thus, the Panel has granted the Company's request for continued listing on the Exchange, subject to the following:

 1.
 On or before October 4, 2024, the Company shall provide a
detailed update to the Panel on the status of its merger with Aiways and the status of all completed transfers of Founder Shares and
Private Placement Shares. Additionally, the Company shall provide the Panel and Nasdaq Listing Qualifications Staff with copies of all
agreements related to the share transfers. The Panel requests Nasdaq Staff to review the agreements related to the shares transfer and
to indicate to the Panel whether any additional deficiencies arise from the transactions. The Company must promptly respond to any requests
from Nasdaq Staff for additional information. To date, the Company has completed this first request from Nasdaq.

 2.
 On or before November 22, 2024, the Company must complete
the transfer of the remainder of the Founder Shares and Private Placement Shares and shall provide the Panel with a list of all transferees,
a description of how the Company identified the transferee, and a detailed description of any differences in the agreements between each
of these transfers and with the agreements for the initial transfers. The Company is in the process of completing this request, and expects
to complete this request on or before November 22, 2024.

 3.
 On or before January 20, 2025, the Company must complete the
proposed Business Combination and demonstrate, by means of a listing approval from Nasdaq Staff, compliance with IM-5101-2 and all applicable
initial listing requirements for listing the combined company on the Capital Market.

 F- 12

 On January 22, 2025, the Nasdaq
Hearings Panel ("Panel") has determined to delist the securities of HUDA from the Nasdaq Stock Market. Under the terms of
the Panel's September 27, 2024 decision, Hudson was required to regain compliance with the minimum total holders requirement of
Listing Rule 5450(a)(2); the requirement to maintain a minimum 1,100,000 Publicly Held Shares of Listing Rule 5450(b)(2)(A); the minimum
market value of listed securities requirement in Listing Rule 5450(b)(2)(A); and the minimum market value of publicly held shares requirement
in Listing Rule 5450(b)(2)(C), by the time of completing a business combination. As HUDA failed to meet the listing requirements within
the specified timeframe, accordingly, the Panel has determined to delist the HUDA's securities from Nasdaq and will suspend trading
in those securities effective at the open of business on January 24, 2025. Nasdaq will complete the delisting by filing a Form 25 Notification
of Delisting with the SEC, after applicable appeal periods have lapsed. Nasdaq allows HUDA to request that the Nasdaq Listing and Hearing
Review Council ("NLHRC") review this decision. The management of HUDA decided not to appeal.

 NOTE 2 — BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of
America ("US GAAP"). Significant accounting policies followed by the Company in the preparation of the accompanying financial
statements are summarized below.

 Reclassification

 Certain amounts have been reclassified to improve the clarity and comparability of the financial statements. These reclassifications
had no impact on previously reported total assets, liabilities, equity, net income (loss), or cash flows for any periods presented.

 Emerging Growth Company

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

 Use of Estimates

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

 F- 13

 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 statement, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.

 Cash and Cash Equivalents

 The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

 As of December 31, 2024, the
Company's cash and cash equivalents include balances deposited in working capital management account and margin balances held therein.

 The margin balances are subject
to a maintenance margin requirement. A margin call and potential forced liquidation will only occur if the account balance falls below
the required maintenance level and no deposit is made to restore the margin. Until such time, the funds in the margin account remain fully
accessible and available for general use by the Company. As of December 31, 2024, there are $ 44,710 margin balance held by bank, no subsequent
margin call and forced liquidation occurred up to the reporting date.

 In accordance with ASC 305
 - Cash and Cash Equivalents, the Company has assessed that the margin balance is not subject to withdrawal restrictions and is
not classified as restricted cash. As the account remains liquid and available, the full balance of the margin balance has been included
in cash and cash equivalents in the accompanying financial statements.

 Marketable Securities Held in Trust Account

 The Company classifies its
Marketable Securities as held-to-maturity in accordance with ASC Topic 320 "Investments - Debt and Equity Securities." Held-to-maturity
securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities
are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
When the Company's investments held in the Trust Account are comprised of money market securities, the investments are classified
as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on
investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the
Trust Account are determined using available market information.

 Since the completion of its IPO on October 14,
2022, and through December 31, 2024, the Company withdrew $ 595,577 from the Trust Account to pay its liabilities related to the income
taxes and Delaware franchise taxes. Through December 31, 2024, the Company remitted $ 215,265 to the Delaware franchise tax authorities,
which resulted in excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $ 380,312. Additionally,
as of December 31, 2024, the Company had accrued but unpaid income tax liability of $ 943,000, unpaid excise tax liability of $ 719,176
and unpaid liability for the Delaware franchise tax of $ 298,886. As of December 31, 2024, the Company had $ 68,758 in its operating bank
account and had used all of the funds withdrawn from the Trust Account for payments of other operating expenses not related
to taxes.

 The Company continues to incur further tax liabilities
and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory
note to Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account
over the amounts remitted to the government authorities is cured.

 Offering Costs

 Offering costs consist of
professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial
Public Offering.

 Common Stock Subject to Possible Redemption

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

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

 As of December 31, 2024 and
2023, the common stock subject to possible redemption reflected on the balance sheet is reflected in the following table:

 Common stock subject to possible redemption, December 31, 2022

 $
 69,786,334

 Less:

 Redemption of common stock in connection with Trust Extension

 ( 46,169,982
)

 Add:

 Accretion of carrying value to redemption value

 1,910,592

 Common stock subject to possible redemption, December 31, 2023

 $
 25,526,944

 Less:

 Redemption of common stock

 ( 25,747,589
)

 Add:

 Accretion of carrying value to redemption value

 1,125,315

 Common stock subject to possible redemption, December 31, 2024

 $
 904,670

 F- 14

 Income Taxes

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

 ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. The Company recognizes accrued interest and penalties related to unpaid tax liabilities as income tax expense.
The Company is subject to income tax examinations by major taxing authorities since inception.

 Net Income (Loss) per Share of Common Stock

 The Company has two
outstanding classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Earnings and losses
are shared pro rata between the two classes of stock. The 98,263 and 2,417,331 redeemable shares of common stock for which
the outstanding Public Rights are exercisable were excluded from diluted earnings and losses per share for the years ended December
31, 2024 and 2023, respectively because they are contingently exercisable, and the contingencies have not yet been met. As a result,
diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the period.
 The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per
share for each class of shares.

 2024

 2023

 Common stock subject to possible redemption

 Numerator: Earnings allocable to common stock subject to redemption

 Net income attributable to common stock subject to possible redemption, as adjusted

 $
 597,539

 $
 662,139

 Denominator: Weighted average common shares subject to redemption

 Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

 777,107

 4,807,221

 Basic and diluted net income per share, common stock subject to possible redemption

 $
 0.77

 $
 0.14

 Non-Redeemable common stock

 Numerator: Net loss minus net earnings - Basic and diluted

 Net income(loss)

 $
)

 $

 Less: net income attributable to common stock subject to redemption

 ( 597,539
)

 ( 662,139
)

 Net loss attributable to non-redeemable common stock, as adjusted

 $
 ( 1,414,564
)

 $
 ( 540,918
)

 Denominator: Weighted average non-redeemable common shares

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

 Basic and diluted net loss per share, non-redeemable common stock

 $
 ( 0.68
)

 $
 ( 0.26
)

 F- 15

 Concentration of Credit Risk

 Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Depository Insurance Coverage of $ 250,000. As of December 31, 2024, the Company has not experienced losses on this
account and management believes the Company is not exposed to significant risks on such account.

 Fair Value of Financial Instruments

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

 Fair Value Measurements

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

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

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

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

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

 Leases

 The Company accounts for leases
under Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), and was adopted as of the beginning of the periods
presented. The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases, by
recognizing in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right
to use the underlying asset for the lease term. In accordance with the guidance of Topic 842, leases are classified as finance or operating
leases, and both types of leases are recognized on the balance sheet.

 The Company recognizes right-of-use
assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases.
This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over
the term of the lease. As of December 31, 2024, the Company has one operating lease.

 The Company's right-of-use
asset relates to a three-year lease on a Lexus vehicle, which includes an option to purchase at the end of the leases. However, the company
has no intention of purchasing the vehicle at the end of the lease term and will return the vehicle to the dealer.

 The Company's lease
is capitalized at the present value of the minimum lease payments not yet paid. The Company uses the Company's incremental borrowing
rate for a period comparable to the lease term in order to calculate net present value of the lease liability.

 F- 16

 Unit Purchase Option

 At the closing of the Initial
Public Offering, the Company sold to the underwriter, for an aggregate of $ 100, an option (the "UPO") to purchase 57,500 Units,
including over-allotment. The over-allotment option was not exercised in full on October 21, 2022, therefore, the UPO was reduced pro-rata
to 57,044 Units, and had a fair value of $ 25,099. The UPO will be exercisable at any time, in whole or in part, between the close of the
business combination and fifth anniversary of the date of the Initial Public Offering at a price per Unit equal to $ 11.50 (or 115 % of
the public unit offering price). The Company accounts for the Unit Purchase Option, inclusive of
the receipt of $ 100 cash payment, as an offering cost of the Initial Public Offering resulting in a charge directly to stockholders'
(deficit) equity. The Unit Purchase Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock
underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such
units, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The
Unit Purchase Option grants to holders demand and "piggy back" rights for periods of five and seven years, respectively,
from the effective date of the registration statement with respect to the registration under the Securities Act of the securities
directly and indirectly issuable upon exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering
the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of
units issuable upon exercise of the Unit Purchase Option may be adjusted in certain circumstances including in the event of a stock dividend,
or the Company's recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances
of common stock at a price below its exercise price.

 Representative Shares

 The Company agreed to issue
to the underwriter at the closing of the Initial Public Offering up to 136,906 representative shares ("Representative Shares"),
due to the partial exercise of the over-allotment, which will be issued upon the completion of the Initial Business Combination. The representative
shares had an initial fair value of $ 327,205 and are included as deferred underwriting commissions in the accompanying balance sheets.

 Recent Accounting Pronouncements

 The Company is an "emerging
growth company" ("EGC") as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act").
Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until
such time as those standards apply to private companies.

 In October 2023, the FASB
issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification
Initiative." This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting
Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety
of Codification Topics, allow users to compare entities subject more easily to the SEC's existing disclosures with those entities
that were not previously subject to the requirements, and align the requirements in the Codification with the SEC's regulations.
For entities subject to the SEC's existing disclosure requirements and for entities required to file or furnish financial statements
with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions
on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For
all other entities, the amendments will be effective in two years later. However, if by June 30, 2027, the SEC has not removed the related
disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company
does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated
financial statements.

 F- 17

 In November 2023, the FASB
issued ASU 2023-07, Segment Reporting (Topic 280)- Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which provides
guidance on the enhanced disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported
measure of segment profit or loss, on an annual and interim basis. The guidance is effective for fiscal years beginning after December
15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of this guidance should be applied retrospectively
to all prior periods presented. Early adoption is permitted. The Company does not expect to adopt this guidance early and does not expect
the adoption of this ASU to have a material impact on its future consolidated financial statements.

 In December 2023, the FASB
issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which requires disaggregated information
about a reporting entity's effective tax rate reconciliation, as well as information related to income taxes paid to enhance the
transparency and decision usefulness of income tax disclosures. The guidance is effective for annual periods beginning after December
15, 2024 on a prospective basis. Early adoption is permitted. The Company does not expect to adopt this guidance early and does not expect
the adoption of this ASU to have a material impact on its future consolidated financial statements.

 In March 2024, the FASB issued
ASU No. 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements ("ASU 2024-02"). The
amendments in this Update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope
of the affected accounting guidance. This update contains amendments to the Codification that remove references to various Concepts Statements.
In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references
were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for
fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after
December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made
available for issuance. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have
a material impact on its future consolidated financial statements.

 Recent accounting standards
that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the financial
statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated
to its financial position, results of operations, cash flows or disclosures.

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

 F- 18

 NOTE 3 — RELATED PARTY TRANSACTIONS

 The Company's related
parties are its sponsor, Hudson SPAC Holding LLC and Pengfei Xie, the Company's founder and Chief Financial Officer.

 Private Placement Units

of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 units (the "Initial Private Placement Units")
at a price of $ 10.00 per the Initial Private Placement Unit (the "Private Placement") (see Note 3). On October 21, 2022, the
Company closed the sale of 845,300 units (the "OA Units") at $ 10.00 per unit as a result of the underwriters' partial
exercise of their over-allotment option (the "Overallotment Offering") in connection with the previously announced Initial
Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022.
Each OA Unit consists of one share of Common Stock of the Company, par value $ 0.0001 per share and one right to receive one-fifth (1/5)
of one share of the Common Stock upon the consummation of an Initial Business Combination (the "Right"). Such OA Units were
registered pursuant to the Company's registration statement. As a result of the Overallotment Offering, the Company received gross
proceeds of $ 8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October
21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional
 31,500 units (the "Overallotment Private Placement Units") pursuant to the Unit Private Placement Agreement dated October
14, 2022 by and between the Company and the Sponsor, in connection with the underwriters' partial exercise of the over-allotment
option, at a purchase price of $ 10.00 per Overallotment Private Placement Unit, generating gross proceeds of $ 315,000, a portion of which
was placed in the Trust Account.

 Promissory Note — Related Party

 On April 5, 2021, as further
amended on April 28, 2021 and September 8, 2022, the Company entered into a promissory note with the Sponsor for principal amount up to
$ 1,000,000. The promissory note is non-interest bearing and matures on the earlier of: (i) the date of the consummation of the Company's
Initial Business Combination or (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time. A maximum
of $ 1,000,000 of such loans may be converted into Units, at the price of $ 10.00 per Unit at the option of the Sponsor.

 On May 6, 2021, the Company
made a drawdown of $ 300,000 on the promissory note. On April 15 and August 19, 2022, the Company made additional drawdowns of $ 100,000
and $ 100,000 on the promissory note, respectively.

 On December 1, 2022, the Sponsor
applied the outstanding balance on the Promissory Note of $ 500,000 towards the payments for Private Placement Units.

 On July 20, 2023, the Company
and the Sponsor amended and restated the promissory note, dated as of April 5, 2021, providing for loans up to $ 1,000,000 in the aggregate.
The promissory note bears no interest and all unpaid principal under the promissory note will be due and payable in full upon the earlier
of (i) the date of the consummation of the Company's Initial Business Combination or (ii) the date of the liquidation of the Company.
At the election of the Sponsor, up to $ 1.0 million of the loans under the promissory note may be settled in Units at a conversion rate
of $ 10.00 per Unit, with each private unit comprised of one share of common stock of the Company and one right to one-fifth of a share
of the Company's common stock. During the year ended December 31, 2023, the Company made draws of $ 403,708.

 F- 19

 In connection with the approval
of the extension amendment proposal, on July 18, 2023, the Sponsor entered into a non-interest bearing, unsecured promissory note issued
by the Company in favor of the Sponsor (the "Extension Note"), providing for loans up to the aggregate principal amount of
$ 720,000. On July 24, 2023, pursuant to the Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of
Amendment, $ 80,000 was deposited into the Trust Account for a one-month extension. $ 80,000 will be deposited into the Trust Account each
month the Company determines to extend the date by which it must consummate an Initial Business Combination. The Company has elected to
extend such date until April 18, 2024, and an aggregate deposit of $ 720,000 of the proceeds of the Extension Note were made into the Trust
Account. The Extension Note bears no interest and all unpaid principal under the Extension Note will be due and payable in full upon the
earlier of (i) the date of the consummation of the Company's Initial Business Combination or (ii) the date of the liquidation of
the Company. The Extension Note balance was $ 240,000 as of December 31, 2024 and 2023, respectively.

 As of December 31, 2024 and
2023, there was $ 560,021 and $ 643,708, respectively, outstanding balance on the Note payable–related party account.

 Administrative Support Agreement

 Commencing on October 14,
2022, the Company has agreed to pay the Sponsor or its affiliate a total of $ 20,000 per month for office space, utilities, and secretarial
and administrative support. Upon completion of the Initial Business Combination or the Company's liquidation, the Company will cease
paying these monthly fees. For the years ended December 31, 2024 and 2023, the Company incurred $ 240,000 and $ 240,000, respectively, on
administrative support fees.

 NOTE 4 — COMMITMENTS AND CONTINGENCIES

 Registration Rights

 The holders of the (i) the
Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, and (ii) Private Placement
Units, which were sold simultaneously with the closing of the Initial Public Offering, are entitled to registration rights pursuant to
a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority
of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of
the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the
Founder Shares are to be released from escrow. In addition, the holders have certain "piggy-back" registration rights with
respect to registration statements filed subsequent to our consummation of our Initial Business Combination.

 Underwriting Agreement

 The underwriters received
a cash underwriting discount of $ 0.20 per Unit, or $ 1,369,060 and were paid offering expenses of $ 100,000 upon closing of the Initial
Public Offering including the overallotment. As of December 31, 2024 and 2023, the Company had recorded deferred underwriting commissions
of $ 2,723,060 payable only upon completion of the Initial Business Combination, which consisted of commissions and representative shares
issuable in connection with the Initial Public Offering. The Company agreed to issue to the underwriter at the closing of the Initial
Public Offering up to 136,906 representative shares ("Representative Shares"), due to the partial exercise of the over-allotment,
which will be issued upon the completion of the Initial Business Combination. The representative shares had an initial fair value of $ 327,205.

 Excise Tax

 The Inflation Reduction Act
of 2022 imposes a 1 % Excise Tax on the repurchase of corporate stock by a publicly traded U.S. corporation following December 31, 2022.
For purposes of the Excise Tax, a repurchase will generally include redemptions, corporate buybacks and other transactions in which the
corporation acquires its stock from a shareholder in exchange for cash or property, subject to exceptions for de minimis transactions
and certain reorganizations.

 As a result, subject to certain
rules, the Excise Tax will apply to any redemption by a U.S.-domiciled SPAC taking place after December 31, 2022, including redemptions
(i) by shareholders in connection with the SPAC's Initial Business Combination or a proxy vote to extend the lifespan of the SPAC,
(ii) by SPACs if the SPAC does not complete a de-SPAC transaction within the required time set forth in its constituent documents, or
(iii) in connection with the wind-up and liquidation of the SPAC. The financial responsibility for such Excise Tax resides with the Company
and the Sponsor. This amount of 1 % has been included in the accompanying financial statements.

 F- 20

 At
this time, it has been determined that the IR Act tax provisions have an impact to the Company's accompanying financial statements
as there were redemptions by the public stockholders in 2023 and 2024; as a result, the Company recorded $ 719,176 and $ 461,700 excise
tax liability as of December 31, 2024 and 2023, respectively. The Company will continue to monitor for updates to the Company's
business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company's
tax provision in future periods.

 During the second quarter
of 2024, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the
Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31,
2023 on or before October 31, 2024. The Company was unable to pay its obligation in full and it will be subject to additional interest
and penalties which are currently estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up
to 25 % of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

 Unit Purchase Option

 At the closing of the Initial
Public Offering, the Company sold to the underwriter, for an aggregate of $ 100, an option (the "UPO") to purchase 57,500 Units,
including over-allotment. The over-allotment option was not exercised in full on October 21, 2022, therefore, the UPO was reduced pro-rata
to 57,044 Units. The UPO will be exercisable at any time, in whole or in part, between the close of the business combination and fifth
anniversary of the date of the Initial Public Offering at a price per Unit equal to $ 11.50 (or 115 % of the public unit offering price).
 The Company accounts for the Unit Purchase Option, inclusive of the receipt of $ 100 cash payment,
as an expense of the Initial Public Offering resulting in a charge directly to stockholders' (deficit) equity. The Unit Purchase
Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock underlying such units, the rights included
in such units, the shares of common stock that are issuable for the rights included in such units, have been deemed compensation by FINRA
and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Unit Purchase Option grants to holders demand
and "piggy back" rights for periods of five and seven years, respectively, from the effective date of the registration
statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon
exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering the securities, other than
underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise
of the Unit Purchase Option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company's
recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a
price below its exercise price.

 Agreement
with Aiways Automobile Europe GmbH (the bridge loan)

 On
May 14, 2024, the Company set forth the terms of a proposed business combination transaction, between HUDA and Aiways Automobile Europe
GmbH ("Aiways") via a Letter Agreement. In connection with the proposed transaction, on May 18, 2024, the Company executed
a non-interest bearing promissory note agreement with Aiways. In the agreement, Aiways agreed to issue a promissory note in the amount
of $ 1,000,000 to the Company. Aiways made a payment of $ 1,000,000 to the Company on June 30, 2024. The Company recorded the receipt of
the payment as notes payable-bridge loan account in the accompanying balance sheets.

 F- 21

 On
August 31, 2024, the Company executed a non-interest bearing promissory note agreement with Aiways. Pursuance to the agreement, Aiways
agreed to issue a promissory note in the amount of $ 500,000 to the Company. The note should be repaid by the Company on or before the
date on which the Company consummates an initial business combination at its election and without penalty. On September 25, 2024, the
Company received the cash proceeds from Aiways in the amount of $ 476,882 which represented a principal of $ 500,000 and an original issuing
discount of $ 23,118. The original issuing discount is recorded in balance sheet in a contra liability account net against the bridge loan
from target company for de-SPAC transaction. The original issuing discount is amortized over the term of the loan. An amortization expense
of $ 14,430 was recorded for year ended December 31, 2024. The principal of $ 500,000 was recorded in the balance sheet under the notes
payable-bridge loan account.

 As
of December 31, 2024, the balance in the bridge loan from target company for de-SPAC transaction account was $ 1,491,312.

 NOTE 5 — COMMON STOCK SUBJECT TO POSSIBLE
REDEMPTION

 The Company's common
stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of
uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity,
outside of the stockholders' equity section of the Company's balance sheets in accordance with ASC 480, "Distinguishing
Liabilities from Equity".

 NOTE 6 — STOCKHOLDERS' DEFICIT

 Authorized Shares

 The total number of shares
of capital stock, par value of $ 0.0001 per share, which the Company is authorized to issue is 200,000,000 shares of common stock. Except
as otherwise required by law, the holders of the Common Stock shall exclusively possess all voting power with respect to the Company.

 Founder's Shares

 At inception, January 13,
2021, the Company issued 2,875,000 Founder Shares of common stock for total receivable of approximately of $ 25,000 received on May 11,
2021. These Founder Shares included up to 375,000 shares of which were subject to forfeiture by the stockholder if the underwriters did
not fully exercise their over-allotment option. On December 10, 2021, pursuant to the Underwriter Addendum, the aggregate number of Founder
Shares were reduced to 1,725,000. All share and per-share amounts have been retroactively restated to reflect the share surrender. In
connection with the partial exercise of the over-allotment option on October 21, 2022, 13,675 Founder Shares were forfeited. The remaining
Founder Shares represent 20 % of the outstanding shares after the Initial Public Offering. As of December 31, 2024 and 2023, there were
 2,082,825 shares outstanding.

 Initial Public Offering

of the Initial Public Offering, the Sponsor purchased a total of 340,000 Initial Private Placement Units at a price of $ 10.00 per Unit.

 On October 21, 2022, simultaneously
with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 units (the "Overallotment
Private Placement Units") pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and
the Sponsor, in connection with the underwriters' partial exercise of the over-allotment option, at a purchase price of $ 10.00 per
Overallotment Private Placement Unit, generating gross proceeds of $ 315,000, a portion of which was placed in the Trust Account.

 F- 22

 Rights

 Except in cases where the
Company is not the surviving company in the Initial Business Combination, each holder of a public right will automatically receive one-fifth
(1/5) of a share of common stock upon consummation of the Initial Business Combination. In the event the Company will not be the surviving
company upon completion of the Initial Business Combination, each holder of a right will be required to affirmatively convert his, her
or its rights in order to receive the one-fifth (1/5) of a share underlying each right upon consummation of the Initial Business Combination.
The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to
the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As
a result, holders of Rights must hold such Rights in multiples of 5 in order to receive shares for all of the holder's rights upon
closing of an Initial Business Combination. If the Company is unable to complete an Initial Business Combination within the required time
period and 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.

 NOTE 7 — INCOME TAXES

 The Company accounts for income
taxes under ASC 740 - Income Taxes ("ASC 740"), which provides for an asset and liability approach of accounting for income
taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently
enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts calculated for income tax purposes.

 The
sources of income (loss) before provision
for income taxes are as follows for the years ending December 31, 2024 and 2023:

 2024

 2023

 Domestic

 ( 638,025
)

 767,221

 Foreign

 -

 -

 Total

 ( 638,025
)

 767,221

 The
provision for income taxes comprised of the following for the year ended December 31, 2024 and 2023:

 2024

 2023

 Current:

 Federal

 $
 120,000

 $
 432,000

 State and local

 59,000

 214,000

 Foreign

 -

 -

 Total current

 179,000

 646,000

 Deferred:

 Federal

 -

 -

 State and local

 -

 -

 Foreign

 -

 -

 Total deferred

 -

 -

 Total provision for income taxes

 $
 179,000

 $
 646,000

 F- 23

2024 and 2023, the effective tax rate differs from the U.S. statutory rate primarily due to the valuation allowance on the start-up costs.

 The tax effects of temporary
differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2024 and 2023 were
as follows:

 2024

 2023

 Deferred tax assets:

 Start-up costs

 $
 854,681

 $
 524,000

 Valuation allowance

 ( 854,681
)

 ( 524,000
)

 Net deferred tax assets (liabilities)

 $
 -

 $
 -

 In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the period in which temporary differences representing net future deductible amounts become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this
assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect
to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December
31, 2024 and 2023, the change in the valuation allowance was $ 854,681 and $ 524,000, respectively.

 NOTE 8 — FAIR VALUE MEASUREMENTS

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

 Level 1:

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

 Level 2:

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

 Level 3:

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

 F- 24

 The
following table presents information about the Company's assets that are measured at fair value on a recurring basis as of December
31, 2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Description:

 Level

 2024

 2023

 Assets:

 Cash and marketable securities held in Trust Account

 $
 1,122,381

 $
 26,036,953

 Liabilities:

 Convertible notes payable to related party at fair value

 $
 560,021

 $
 643,708

 The
marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating
profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the statements of
operations and comprehensive loss for the periods presented.

 Additionally,
there was $4,217 and $0 of interest accrued, but not yet credited to the Trust Account, which was recorded in the balance sheets in interest
receivable on cash and marketable securities held in Trust Account as of December 31, 2024 and 2023, respectively.

 The convertible notes bear
no interest and all unpaid principal under the convertible notes will be due and payable in full upon the earlier of (i) the date of the
consummation of the Company's Initial Business Combination or (ii) the date of the liquidation of the Company. At the election of
the Sponsor, up to $ 1.0 million of the loans under the convertible notes may be settled in Units at a conversion rate of $ 10.00 per Unit,
with each private unit comprised of one share of common stock of the Company and one right to one-fifth of a share of the Company's
common stock. As of December 31, 2024, the principal of the convertible notes
was $ 560,811 with a fair value balance of $ 560,021.

 The convertible
notes were valued using a Binomial model, which is considered to be a Level 3 fair value measurement. The estimated fair value of the
promissory notes was based on the following ranges of significant inputs as of December 31, 2024 for all advances made under the promissory
notes:

 Assumptions

 2024

 Expected term

 0.8

 Volatility

 3.06
 %

 Risk free rate

 4.19
 %

 Bond yield

 10.67
 %

 The
following table presents information about the change in fair value of the Company's Level 3 Working Capital Note during the
years ended December 31, 2024 and 2023:

 Year Ended

 2024

 2023

 Fair value - beginning of period

 $
 643,708

 $
 27,645

 Additions (repayments), net

 ( 82,897
)

 616,063

 Change in fair value

 ( 790
)

 -

 Fair value - end of period

 $
 560,021

 $
 643,708

 F- 25

 Transfers
to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.
There were no transfers to or from the various Levels during the years ended December 31, 2024 and 2023.

 NOTE 9 — LEASE

 The Company accounts for leases
under Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), and was adopted as of the beginning of the periods
presented. The Company elected available practical expedients to not reassess prior conclusions about lease identification, classification,
and initial direct costs of any expired or existing leases. The Company has one three-year operating lease for a Lexus vehicle with an
effective date of October 29, 2024, and will be expired in October 2027. This lease offers a purchase option at the end of the lease term
and the Company has determined not to exercise it. The vehicle lease was classified as an operating lease. The Company recognized a lease
liability and a right-of-use (ROU) asset for this lease as of the effective date. The lease liability is initially and subsequently recognized
based on the present value of the contract's fixed future lease payments.

 Management determined that
the Company's incremental borrowing rate is the risk free rate for the three year treasury bond on the effective date.

 Components of lease expense
are as follows:

 2024

 2023

 Amortization of ROU Asset - operating lease

 $
 3,305

 $
 -

 Interest in lease liabilities - operating lease

 -

 Lease expense

 20,639

 -

 Total lease expense

 $
 24,079

 $
 -

 Supplemental balance sheet
information related to leases is as follows:

 2024

 2023

 Operating lease right-of-use assets, gross

 $
 59,428

 $
 -

 Accumulated amortization

 ( 3,305
)

 -

 Operating lease right-of-use assets, net

 $
 56,123

 $
 -

 Operating lease liabilities, current portion

 13,066

 -

 Operating lease liabilities, less current portion

 25,720

 -

 Total Operating lease liabilities

 $
 38,786

 $
 -

 Future minimum lease payments
are $ 41,140 as of December 31, 2024.

 F- 26

 NOTE 10 — SUBSEQUENT EVENTS

 The Company has evaluated subsequent events through
the date the financial statements are available to be issued. Other than below, there are no subsequent events identified that would require
disclosure in the financial statements.

 On January
22, 2025, the Company received written notice (the " Notice Letter ")
from the Nasdaq Hearings Panel (the " Panel ") indicating that the
Panel had determined to delist the HUDA's securities from The Nasdaq Stock Market LLC (" Nasdaq ")
and that trading in HUDA's securities would be suspended at the open of trading on January 24, 2025 due to the Company's failure
to timely satisfy the terms of the Panel's September 27, 2024 decision (the " Decision ").
Pursuant to the terms of the Decision, amongst other things, the Company was required to close its initial business combination with an
operating entity and the combined entity was required to evidence compliance with the criteria for initial listing on Nasdaq, including
the applicable holders requirements, publicly held shares requirements, market value of listed securities requirements and market value
of publicly held shares requirements, by January 20, 2025. On January 21, 2025, the Company notified the Panel that it was not be able
to close its initial business combination by the Panel's January 20, 2025 deadline. Accordingly, the Panel has determined to delist
HUDA's securities from Nasdaq as set forth in the Notice Letter.

 On March
25, 2025, HUDA, EuroEV, the Company and the Signing Seller entered into Amendment to Business Combination Agreement (the " BCA
Amendment "), pursuant to which the parties agreed to amend the BCA to (i) remove the
covenant by HUDA to use its efforts to amend its Rights Agreement, dated as of October 14, 2022 (the " Rights Agreement ")
by and between HUDA and Continental Stock Transfer & Trust Company to change the number of HUDA shares that each right of HUDA would
convert into at the closing of HUDA's initial business combination from 1/5 th of
a HUDA share to 1/50 th of a HUDA share, and accordingly, any such efforts
to amend the Rights Agreement will be abandoned by HUDA and each right of HUDA will convert into 1/5 th of
a HUDA share at the closing of HUDA's initial business combination, and (ii) extend the outside date on which either HUDA or the
Company can terminate the BCA from April 18, 2025 to July 18, 2025.

 On
April 10, 2025, Mr. Rodobaldo Duartes informed the Board of Directors of Hudson Acquisition I Corp. of his resignation as a director,
effective immediately. The Board of Directors accepted Mr..Duartes's resignation. With the resignation of Mr. Duartes, Mr. Hong
Chen, a current director, will temporarily act as a member of the Audit Committee, a member of the Nomination Committee, and the Chair
of the Compensation Committee, effective as of April 10, 2025, until after the next General Shareholder Meeting is held.

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