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 March 31, 2025

 or

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

 For the transition period from _____________ to
________________

 Commission file number: 001-40687

 (Exact name of registrant as specified in its charter)

 Delaware

 86-1627460

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 1221 Brickell Avenue,

 Miami, FL

 33131

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: 786 - 432-7588

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

 None

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

 Title of Class

 Common Stock, Par Value $0.0001 Per Share

 Warrants to Purchase Shares of Common Stock

 Rights to Receive Shares of Common Stock

 Units, Consisting of One Share of Common Stock,
One Warrant and One Right

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. Yes No

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.

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

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

 As of September 30, 2024, the aggregate market
value of the registrant's common stock held by non-affiliates of the registrant was $ 10,466,705.

 As of July 15, 2025, there
were 6,836,594 shares of common stock, par value $0.0001 per share, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Annual Report on Form 10-K for the Year Ended
March 31, 2025

 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 SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 [RESERVED]

 ITEM 7.

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

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

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

 ITEM 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS
 AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K
 SUMMARY

 i

 CERTAIN TERMS

 References to " the
Company," " IMAQ," " our," " us " or " we " refer to International
Media Acquisition Corp., a blank check company incorporated in Delaware on January 15, 2021. References to our " Prior Sponsor "
refer to Content Creation Media LLC, a Delaware limited liability company. References to our " Buyer " or "JC
Unify " refer to JC Unify Capital (Holdings) Limited, a British Virgin Islands company. References to our " IPO "
refer to the initial public offering of International Media Acquisition Corp., which closed on August 2, 2021.

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

 ability to complete our initial business combination;

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

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

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

 pool of prospective target businesses;

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

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

 the potential liquidity and trading of our securities;

 the lack of a market for our securities;

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

 financial performance following our IPO.

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

 ii

 ITEM 1. BUSINESS

 Overview

 International Media Acquisition
Corp. (" IMAQ " or the " Company ") is a Delaware blank check company established for the purpose of
entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
transaction with one or more businesses or entities (a " business combination ").

 If IMAQ does not consummate
a business combination by August 2, 2025 (or until January 2, 2027 if we fully extend the date to consummate a business combination) to
complete our initial business combination, then, pursuant to the amended and restated certificate of incorporation, IMAQ will be required
to dissolve and liquidate as soon as reasonably practicable, unless IMAQ seeks stockholder approval to amend IMAQ's certificate
of incorporation to extend the date by which an initial business combination may be consummated.

 Initial Public Offering, Private Placement
and Offering Proceeds Held in Trust

 On August 2, 2021, IMAQ consummated
the IPO of 20,000,000 units (the " Public Units ") at $10.00 per Public Unit, generating gross proceeds of $200,000,000.
Simultaneously with the consummation of the initial public offering, IMAQ consummated the sale of 714,400 units (the " Private
Units ") in a private placement transaction with Content Creation Media LLC, IMAQ's prior sponsor (" Prior Sponsor "),
generating gross proceeds of $7,144,000.

 On August 6, 2021, in connection
with the underwriters' exercise in full of their option to purchase up to 3,000,000 additional Public Units to cover over-allotments,
we consummated the sale of an additional 3,000,000 Units, at $10.00 per Public Unit, generating gross proceeds of $30,000,000. Simultaneously
with the closing of the exercise of the over-allotment option, we consummated the sale of an additional 82,500 Private Units, at a price
of $10.00 per Private Unit, in a private placement to the Prior Sponsor, generating gross proceeds of $825,000.The Private Units were
issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

 After deducting the underwriting
discounts, offering expenses and commissions from the initial public offering and the sale of the Private Units, a total of $230,000,000
of the net proceeds from the initial public and the sale of the Private Units was deposited into IMAQ's trust account (the " Trust
Account "), which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund
meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by use, until the earlier of (i) the consummation
of a business combination or (ii) the distribution of the funds in the Trust Account.

 Extensions of the Time to Consummate the Business
Combination and Related Redemptions

 On July 27, 2022, IMAQ held
a special of stockholders (the " July 2022 Special Meeting "). As approved by its stockholders at the July 2022 Special
Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the " July 2022
Charter Amendment ") which became effective upon filing. The July 2022 Charter Amendment changed the date by which IMAQ must
consummate an initial business combination to allow the Company to extend two times for an additional three months each time, or from
August 2, 2022 to February 2, 2023. In connection with the stockholders' vote at the July 2022 Special Meeting, 20,858,105 shares
of common stock were tendered for redemption. On July 26, 2022, following the stockholder approval, the Company filed the July 2022 Charter
Amendment with the Secretary of State of the State of Delaware.

 On July 26, 2022, the extension
payment of $350,000 was deposited by the Prior Sponsor into the Company's Trust Account to extend the August 2, 2022, deadline to
November 2, 2022. On October 28, 2022, a second extension payment of $350,000 was deposited by the Prior Sponsor into the Company's
Trust Account to extend the November 2, 2022, deadline to February 2, 2023.

 On January 27, 2023, IMAQ
held a special meeting of stockholders (the " January 2023 Special Meeting "). As approved by its stockholders at the
January 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the
" January 2023 Charter Amendment ") which became effective upon filing. The January 2023 Charter Amendment changed the
date by which IMAQ must consummate an initial business combination for an additional three (3) months, from February 2, 2023 to May 2,
2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023. In connection with the stockholders'
vote at the January 2023 Special Meeting, 168,777 shares of common stock were tendered for redemption. On January 27, 2023, following
the stockholder approval, the Company filed the January 2023 Charter Amendment with the Secretary of State of the State of Delaware.

 On February 3, 2023, the third
extension payment of $385,541 was deposited by the Prior Sponsor into the Company's Trust Account to extend the February 2, 2023,
deadline to May 2, 2023.

 On June 1, 2023, a fourth
partial extension payment of $128,513 was deposited by the Prior Sponsor into the Company's Trust Account to extend the May 2, 2023,
deadline to August 2, 2023.

 On June 23, 2023, the fifth
partial extension payment of $128,513 was deposited by the Prior Sponsor into the Company's Trust Account to extend the May 2, 2023,
deadline to August 2, 2023.

 On July 11, 2023, the sixth
partial extension payment of $128,513 was deposited by the Prior Sponsor into the Company's Trust Account to extend the May 2, 2023,
deadline to August 2, 2023. On July 31, 2023, IMAQ held a special meeting of stockholders (the " July 2023 Special Meeting ").
As approved by its stockholders at the July 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated
certificate of incorporation (the " July 2023 Charter Amendment ") which became effective upon filing. The July 2023
Charter Amendment changed the date by which IMAQ must consummate a business combination for twelve (12) additional one (1) month periods
from August 2, 2023, to August 2, 2024 (i.e., for a total period of time ending 36 months from the consummation of its initial public
offering. In connection with the stockholders' vote at the July 2023 Special Meeting, 63,395 shares of common stock were tendered
for redemption. On July 31, 2023, following the stockholder approval, the Company filed the July 2023 Charter Amendment with the Secretary
of State of the State of Delaware.

 The Prior Sponsor has made
the monthly deposit into the Trust Account of $128,513 for the monthly extension, from August 2, 2023 until January 2, 2024.

 On January 2, 2024, IMAQ held
a special meeting of stockholders (the " January 2024 Special Meeting "). As approved by its stockholders at the January
2024 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the " January
2024 Charter Amendment ") which became effective upon filing. The January 2024 Charter Amendment extended the deadline by which
IMAQ must consummate an initial business combination for twelve (12) additional one (1) month periods from January 2, 2024 to January
2, 2025 (the " Amended Combination Period ") provided that, in connection with each one-month extension, a deposit of
$20,000 is made into the Trust Account established in connection with the Company's initial public offering. Stockholders also approved
an amendment to the amended and restated certificate of incorporation (the " NTA Charter Amendment ") to expand the methods
by which the Company may avoid being deemed a "penny stock" under the Rule 419 under the Securities Exchange Act of 1934,
as amended. In connection with the stockholders' vote at the January 2024 Special Meeting, 934,193 shares of common stock were tendered
for redemption. On January 2, 2024, following the stockholder approval, the Company filed the January 2024 Charter Amendment and the NTA
Charter Amendment with the Secretary of State of the State of Delaware.

 On each of January 2, 2024,
February 1, 2024, March 6, 2024, April 5, 2024, April 29, 2024, May 28, 2024, June 25, 2024, August 5, 2024, September 4, 2024, September
27, 2024, October 28, 2024 and November 27, 2024, the Company made a deposit of $20,000 to the trust account to extend the period of time
the Company has to consummate an initial business combination from January 2, 2024 to January 2, 2025.

 On February 13, 2024, the
Company held its annual meeting of stockholders (the " February 2024 Annual Meeting "). At the February 2024 Annual Meeting,
Sanjay Wadhwa and Shibasish Sarkar were appointed as Class I directors with a term expiring at the Company's annual meeting to be
held in 2025; Claudius Tsang and Yu-Ping Edward Tsai were appointed as Class II directors with a term expiring at the Company's
annual meeting to be held in 2026; and Daung-Yen Lu, Yao Chin Chen, and Chih Young Hung were appointed as Class III directors with a term
expiring at the Company's annual meeting to be held in 2027.

 On December 30, 2024, IMAQ
held an annual meeting of stockholders (the " December 2024 Annual Meeting "). As approved by its stockholders at the
Annual Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the " December
2024 Charter Amendment ") which became effective upon filing. The December 2024 Charter Amendment extended the deadline by which
IMAQ has to consummate an initial business combination for twenty-four (24) additional one (1) month periods from January 2, 2025 to January
2, 2027 (the " Second Amended Combination Period ") provided that, in connection with each one-month extension, a deposit
of $2,000 is made into the Trust Account (the " Trust Amendment ") established in connection with the Company's
initial public offering. Stockholders approved the Target Amendment Proposal to allow the Company to undertake an initial business combination
with any entity with its principal business operations in China (including Hong Kong and Macau). Stockholders also approved the Director
Proposal to elect one Class I director to the Company's board of directors until the expiration of his or her term or until his
or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. The term of
the Class I directors will end at our annual meeting held in 2028. In connection with the December 2024 Annual Meeting, the Company's
stockholders elected to redeem an aggregate of 685,836 shares of common stock at a redemption value of $7,919,296 (or approximately
$11.55 per share). At December 31, 2024, the Company recorded an estimated liability of $7,919,296 payable to the redeemed public
stockholders. The outstanding liability was subsequently paid on February 10, 2025.

 On each of December 30, 2024,
January 24, 2025, March 12, 2025, March 26, 2025, April 23, 2025, May 29, 2025, and June 26, 2025 the Company made a deposit of $2,000 to
the Trust Account to extend the period of time the Company has to consummate an initial business combination from January 2, 2025 to August
2, 2025.

 Termination of Proposed Business Combination
with Risee Entertainment Holdings Private Limited

 On October 22, 2022, the Company
entered into a Stock Purchase Agreement (the " Prior SPA ") with Risee Entertainment Holdings Private Limited, a company
incorporated in India (" Risee "), and Reliance Entertainment Studios Private Limited, company incorporated in India
(the " Prior Target Company "). Pursuant to the terms of the Prior SPA, a business combination between the Company and
the Prior Target Company will be effected by the acquisition of 100% of the issued and outstanding share capital of the Prior Target Company
from Risee in a series of transactions (collectively, the " Stock Acquisition "). The aggregate purchase price for the
shares of the Prior Target Company under the Prior SPA is $102,000,000, and in addition, the Company also agreed to make a primary investment
into the Prior Target Company in the amount of $38,000,000, which will be used solely for the purposes of repayment of inter-company loans
aggregating to $38,000,000 as existing on the books of the Prior Target Company at the initial closing of the Stock Acquisition.

 Pursuant to Section 12.1(a)
of the Prior SPA, wherein in the event of the Initial Closing (as defined in the Prior SPA) has not occurred by the Outside Closing Date
(as defined in the Prior SPA) either Risee or the Prior Target Company or the Company has the right to terminate the Prior SPA. Risee
terminated the Prior SPA with immediate effect, and the Prior Target Company and the Company acknowledged and accepted the termination
letter dated October 25, 2023 received by the Company on October 26, 2023, without any liability to any of the parties involved.

 Merger Agreement with VCI Holdings Limited
and Vietnam Biofuels Development Joint Stock Company

 On April 3, 2025, the Company
entered into a Merger Agreement (as may be amended, supplemented or otherwise modified from time to time, the " Merger Agreement ")
with VCI Holdings Limited, a British Virgin Islands business company (the " VCI Target Company "), and Vietnam Biofuels
Development Joint Stock Company, a Vietnamese company (" VNB " and together with VCI Target Company, the " Target
Group "), pursuant to which (a) IMAQ will form International Media Mini Acquisition Corp, a British Virgin Islands business company,
as its wholly owned subsidiary (" Purchaser "), (b) IMAQ will be merged with and into Purchaser (the " Redomestication
Merger "), with Purchaser as the surviving entity (the " Redomestication Merger Surviving Corporation "), (c)
following the Redomestication Merger, the Redomestication Merger Surviving Corporation will purchase 100% of the issued and outstanding
shares of the VCI Target Company and (d) following the completion of the Securities Purchase Agreement (as defined below), the VCI Target
Company shall become a direct wholly owned subsidiary of the Redomestication Merger Surviving Corporation (collectively, the " VCI
Business Combination "). Following the VCI Business Combination, Purchaser will be a publicly traded company listed on a stock
exchange in the United States. Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid is an aggregate of
$1,000,000,000 divided by $10.00, consisting of 90,000,000 Redomestication Merger Surviving Corporation Class A Ordinary Shares and 10,000,000
Redomestication Merger Surviving Corporation Class B Ordinary Shares (the " Closing Payment Shares ").

 Upon its formation, the Purchaser
shall sign a joinder agreement, agreeing to be bound by the Merger Agreement as if the Purchaser were a party thereto on the date of its
signing.

of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement,
a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 Voting and Support Agreements

 Concurrently with the execution
of the Merger Agreement, IMAQ, VCI Target Company, VNB and a shareholder of the VCI Target Company (the " Supporting Shareholder ")
entered into a voting and support agreement (the " Support Agreement ") pursuant to which the Supporting Shareholder
has agreed, among other things, to vote in favor of the share purchase, the adoption of the Merger Agreement and any other matters necessary
or reasonably requested by the Company and Purchaser or the VCI Target Company for consummation of the share purchase and the other transactions
contemplated by the Merger Agreement.

 In addition, the Supporting
Shareholder has agreed not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the VCI Target
Company owned of record and beneficially by such Supporting Shareholders or over which such Supporting Shareholders have voting power,
prior to the earlier to occur of (a) the closing of the share purchase, (b) the termination of the Merger Agreement, and (c) written agreement
of the applicable Support Agreement and the Company and Purchaser.

of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement,
a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 Agreement Regarding Representations and Warranties

 Concurrently with the execution
of the Merger Agreement, IMAQ and certain principal shareholders (the " Principal Shareholders ") of VNB and the VCI
Target Company entered into an agreement (the " RW Agreement ") pursuant to which each of the Principal Shareholders
represents and warrants to the the Company and Purchaser that the representations and warranties contained in Article IV of the Merger
Agreement ( Representations and Warranties of the Company Group) is true, correct and complete as of the date of the RW Agreement
and as of the Closing Date.

of the RW Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the RW Agreement,
a copy of which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 Equity Line Of Credit Agreement

 On April 20, 2025, the Company
entered into a Common Stock Purchase Agreement (the " Equity Line Agreement ") with White Lion Capital LLC, a Nevada
limited liability company (" Investor "). Under the terms of the Equity Line Agreement, the Company has the right, but
not the obligation, to require the Investor to purchase shares of the Company's common stock up to $300,000,000 in aggregate gross
purchase price of newly issued shares of the Company's common stock, with an option for the Company to increase this amount to $500,000,000
(the " Commitment Amount "), subject to certain limitations and conditions set forth in the Equity Line Agreement. Capitalized
terms used but not otherwise defined herein shall have the meaning given to such terms by the Equity Line Agreement.

 In connection with the consummation
of the transactions contemplated by a business combination agreement (the " Closing "), the Company will form the Purchaser.
Upon Purchaser's formation, the Company will assign the Equity Line Agreement to Purchaser and Purchaser shall be deemed to be the
Company as if it were the original signatory to the Equity Line Agreement.

 Pursuant to terms of the Equity
Line Agreement, the Company is required to use its commercially reasonable efforts to file with the SEC a registration statement covering
the shares to be acquired by the Investor within thirty (30) days following the closing of the VCI Business Combination.

 Subject to satisfaction of the conditions to drawdown which include the requirement that the Purchaser have
an effective registration statement for the shares, the Company's right to drawdown from the Equity Line will commence on the
first trading day following the Closing and ending on the earlier of (i) the date on which the Investor shall have purchased an
aggregate number of Purchase Notice Shares (as defined in Equity Line Agreement) pursuant to the Equity Line Agreement equal to the
Commitment Amount or (ii) 36 months following the first trading day upon the Closing with an option to increase to 60 months at the
Company's sole discretion following $100,000,000 in gross investment by the Investor (the " Commitment
Period "), in each case subject to the terms and conditions set forth in the Equity Line Agreement.

 During the Commitment Period,
subject to the terms and conditions of the Equity Line Agreement, including that there be an effective registration statement relating
to the transactions contemplated by the Equity Line Agreement, the Company may deliver written purchase notices (each a " Regular
Purchase Notice ") to the Investor when the Company exercises its right to sell shares (the delivery date of any such notice,
the " Regular Purchase Notice Date "). The Investor's purchase price will be the lower of (i) the closing price
of the Company's common Stock prior to the receipt of the applicable Regular Purchase Notice or (ii) the product of (a) the lowest
daily volume-weighted average price of the Company's common stock during the two (2) consecutive business days commencing on and
including the Regular Purchase Notice Date and (b) ninety-eight percent (98%). Investor's committed obligation under each Regular
Purchase Notice shall not exceed $5,000,000 and the number of share sold pursuant to the Regular Purchase Notice may not exceed the lesser
of (i) 40% of the previous 5-days' Average Daily Trading Volume immediately preceding receipt of the Regular Purchase Notice or
(ii)$5,000,000 divided by the highest closing price of the Company's common stock over the most recent five (5) Business Days immediately
preceding the receipt of the Regular Purchase Notice (the " Regular Purchase Limit "). Notwithstanding the foregoing,
Investor may waive the Regular Purchase Limit at any time to allow the Investor to purchase additional shares under a Regular Purchase
Notice.

 In addition, during the Commitment
Period, subject to the terms and conditions of the Equity Line Agreement, including that there be an effective registration statement
relating to the transactions contemplated by the Equity Line Agreement, the Company may deliver a written rapid purchase notice (the " Rapid
Purchase Notice ") to the Investor when the Company exercises its right to sell shares (the delivery date of such notice, the
" Rapid Purchase Notice Date "). The Investor's rapid purchase price will be 98% of the lowest traded price of
the Company's common stock one (1) hour following the confirmation of the receipt of the Rapid Purchase Notice by the Investor.

 The Investor's committed
obligation under the Rapid Purchase Notice shall not exceed $5,000,000, and the number of shares sold pursuant to the Rapid Purchase Notice
may not exceed $5,000,000 divided by the highest closing price of the Company's common stock over the most recent five Business
Days immediately preceding receipt of the subject Purchase Notice. Notwithstanding the foregoing, Investor may waive the Rapid Purchase
Notice Limit at any time to allow the Investor to purchase additional shares under a Rapid Purchase Notice.

 The Company is not entitled
to draw on the Equity Line Agreement unless each of the following additional conditions is satisfied: (i) a registration statement is
and remains effective for the resale of securities in connection with the Equity Line Agreement; (ii) each of the Company' representations
and warranties set forth in the Equity Line Agreement is true and correct (subject to qualifications as to materiality set forth therein)
as of such time; (iii) the Company shall have complied with its obligations in all material respects; (iv) no statute, rule, regulation,
executive order, decree, ruling, or injunction shall have been enacted, entered, promulgated, or adopted by any court or governmental
authority that prohibits or directly and materially adversely affects any of the transactions contemplated by the Equity Line Agreement,
and no proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions
contemplated by the Equity Line Agreement; (v) since the date of filing of the Company's most recent annual report or quarterly
report filed pursuant to the Exchange Act, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (vi)
the trading of the Company's common stock shall not have been suspended by the SEC or the Principal Market, or otherwise halted
for any reason; (vii) the number of Purchase Notice Shares purchased by Investor is limited to the beneficial ownership limitation, which
is 4.99% of outstanding shares, or up to 9.99% with 61 days' notice; (viii) the Company shall be free from any "stock promotion"
flag; (ix) the Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness of the
registration statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections 5(b) or
10 of the Securities Act; (x) the issuance of the Purchase Notice Shares shall not violate the shareholder approval requirements of the
Principal Market; (xi) the Company's common Stock must be DWAC Eligible and not subject to a "DTC chill"; (xii) all
reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant
to the reporting requirements of the Exchange Act of 1934 shall have been filed with the SEC within the applicable time periods prescribed
for such filings; (xiii) the Exchange Cap has not been reached; (xiv) the irrevocable transfer agent instructions shall have been delivered
by the Company to, and acknowledged in writing by, the transfer agent of the Company; and (xv) certain other conditions as set forth in
the Equity Line Agreement.

 In consideration of the Investor's
execution and delivery of the Equity Line Agreement, the Company shall cause the Transfer Agent to issue common stock equal to $1,000,000
divided by the closing price of the Company's Common stock on the earlier of (i) the Business Day prior to the effectiveness of
the Registration Statement and (ii) the Business Day prior to the date that the Investor delivers a written request to the Company for
the Commitment Shares (provided that such request cannot be within 180 days following the Closing). For the avoidance of doubt, all of
the Commitment Shares shall only be fully earned upon a successful Closing with VCI Target Company and the issuance of the Commitment
Shares is contingent upon the Closing with VCI Target Company.

of the Equity Line Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Equity
Line Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by
reference herein.

 Securities Purchase Agreement

 On November 10, 2023, the
Company entered into a Securities Purchase Agreement with the Buyer, the Prior Sponsor, and Shibasish Sarkar, ( "Seller",
together with the Prior Sponsor the "Sellers"), and as amended on January 31, 2024 (the " Securities Purchase
Agreement "), pursuant to which the Prior Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares
and 657,675 private placement units of the Company, which represents 76% of the total Company Securities (as defined in the Securities
Purchase Agreement) owned by the Prior Sponsor for an aggregate purchase price of $1.00.

 On January 31, 2024, the Company
entered into the First Amendment to the Securities Purchase Agreement (the "First Amendment") with the Prior Sponsor,
Buyer and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other things, (i) the Prior Sponsor
agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company,
which represents 76% of the total company securities owned by the Prior Sponsor, (ii) the Sellers shall deliver the termination
of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of IMAQ, other than
the officer and director(s) as mutually agreed, whose resignations shall be effective on the 10th day following the mailing to stockholders
of a Schedule 14F or proxy statement pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors
(iii) in connection with the issuance of a $1,300,000 promissory note by the Buyer to the Company, IMAQ shall issue (i) 100,000 new units
and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $300,000 fee due to Chardan
Capital Markets LLC (the " Chardan "), $50,000 shall be rebated via wire transfer from the Chardan to the Prior Sponsor
at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall purchase directors and officers' insurance
for the officers or directors of the Company that is serving or has served as an officer or director of IMAQ prior to the signing of the
Securities Purchase Agreement (" Initial Officers and Directors ") with coverage of $1 million for an one (1) year, covering
the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business
combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and
Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations.

 Lock-Up Agreements

 On
March 11, 2025, in connection with the closing of the Securities Purchase Agreement, the Company entered into lock-up agreements with
the Prior Sponsor and Ontogeny Capital LTD (" Ontogeny ", and together with the Prior Sponsor, the " Locked-up
Parties "), respectively, pursuant to which the Locked-up Parties agree, subject to certain customary exceptions, not to transfer,
offer, sell, contract to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ received
or issuable upon settlement of restricted share units or the exercise of options or warrants to purchase any shares of common stock of
IMAQ, or any securities convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case, held by,
or beneficially owned by, the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month after
the closing of the Business Combination (the " Lock-Up Agreements ").

of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up
Agreements, copies of which are filed as Exhibit 10.5 and Exhibit 10.6, to the Current Report on Form 8-K filed on March 14, 2025, and
incorporated by reference herein.

 Joinder Agreement

 In connection with its IPO, the Company entered into a Stock Escrow Agreement on July 28, 2021 (the
" Stock Escrow Agreement "), with Continental Stock Transfer & Trust Company (the " Escrow
Agent ") and the Initial Stockholders (as defined in the Stock Escrow Agreement) of the Company.

 On March 11, 2025, the Buyer
entered into a joinder agreement (the " Joinder Agreement ") with IMAQ and the Escrow Agent, pursuant to which the Buyer
agreed to be deemed a party to the Stock Escrow Agreement, to be bound by, and to comply with the Stock Escrow Agreement as an Initial
Stockholder in the same manner as if it was an original signatory to the Stock Escrow Agreement.

of the Joinder Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Joinder Agreement,
copies of which are filed as Exhibit 10.7, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.

 Termination of Indemnity Agreements

 Pursuant to Section 1.05(b)
of the SPA, wherein the Seller must deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi as a buyer closing
condition, the Company has entered into termination agreements with each of Shibasish Sarkar and Vishwas Joshi dated as of March 11, 2025
(the " Termination of Indemnity Agreements ").

of the Termination of Indemnity Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Termination of Indemnity Agreements, copies of which are filed as Exhibit 10.8 and Exhibit 10.9, to the Current Report on Form
8-K filed on March 14, 2025, and incorporated by reference herein.

 VCI Loan Agreement

 On April 20, 2025, the Company
entered into a non-interest bearing unsecured loan (the " VCI Loan Agreement ") to provide a maximum aggregate amount
of $499,900 (the " VCI Loan ") to the Target Group to be used by the Target Group exclusively for the expenses directly
arising out of the VCI Business Combination (the " Transaction ") or as otherwise agreed upon by the Lender.

 The VCI Loan bears no interest
and the Target Group shall repay the principal amount of the VCI Loan within thirty (30) days of the earlier of: (i) the termination of
the Merger Agreement, except where such termination shall have resulted from material breach by the Company of the Merger Agreement, then
the VCI Loan shall be waived, (ii) the date on which the parties determine that the parties will not be able to consummate the Transaction.
VCI Target Company and VNB will be jointly and severally liable for the repayment of the principal amount of the VCI Loan. Upon a successful
consummation of the Transaction, the VCI Loan repayment may be waived at the option of the Target Group.

of the VCI Loan Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the VCI Loan
Agreement, a copy of which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference
herein.

 Amendments to Promissory Notes – Related
Party

 IMAQ issued four unsecured
promissory notes to the Prior Sponsor, dated as of January 14, 2022, and as amended on March 29, 2022 (the " Amended Post-IPO
Promissory Note "), dated as of August 10, 2022 (the " August 2022 Promissory Note "), November 18, 2022 (the
" November 2022 Promissory Note "), and February 14, 2023 (the " February 2023 Promissory Note ", together
with Amended Post-IPO Promissory Note, August 2022 Promissory Note and November 2022 Promissory Note, the " CCM Prior Notes ").

 On March 11, 2025, the Company
entered into four amendments to the CCM Prior Notes, the amendment to the Amended Post-IPO Promissory Note (the " Second Amended
Post-IPO Note "), the amendment to the August 2022 Promissory Note (the " Amended August 2022 Note "), the amendment
to November 2022 Promissory Note (the " Amended November 2022 Note "), and the amendment to February 2023 Promissory
Note ( the "Amended February 2023 Note ", together with the Second Amended Post-IPO Note, the Amended August 2022 Note
and the Amended November 2022 Note, the " Amendments to the CCM Promissory Notes ") with the Sponsor. Pursuant to the
Amendments to the CCM Promissory Notes, the Prior Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common Stock pursuant
to the Second Amended Post-IPO Note, Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note, respectively,
which equals to an aggregate of 206,656 Shares of Common Stock after the date on which the Company consummates a Business Combination
as final and full settlement of all outstanding amounts owed under the CCM Prior Notes issued to the Prior Sponsor by the Company, which
shall be subject to a 12-month lock-up as described in the Lock-Up Agreement dated March 11, 2025.

of the Amendments to the CCM Promissory Notes does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Amendments to the CCM Promissory Notes, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4,
to the Current Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.

 Issuance of Promissory Note – JC Unify

 On January 31, 2024, the Company
issued an unsecured promissory note in the aggregate principal amount of up to $1,300,000 (the " January 2024 Promissory Note ")
to the Buyer. Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000.
The January 2024 Promissory Note shall be payable promptly on demand and in any event, no later than the date on which the Company terminates
or consummates an initial business combination. Such January 2024 Promissory Note is convertible into units having the same terms and
conditions as the private placement units as described in the prospectus dated July 28, 2021 (Registration NO. 333-255106) (the " Prospectus "),
at the price of $10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration
for the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 new units
at the closing of the Business Combination, which shall be identical in all respects to the private placement units issued at the Company's
initial public offering (the " New Units "), and (b) 847,675 shares of Common Stock of the Company (the " Additional
Securities ") of which (i) 250,000 of the Additional Securities shall be subject to no transfer restrictions or any other lock-up
provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first registration statement filed by
the Company or the surviving entity in connection with the closing of the Business Combination, or if no such registration statement is
filed in connection with the closing of the Business Combination, the first registration statement filed subsequent to the closing of
the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination and declared effective
no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities shall be subject to
the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities and New Units shall
be issued to the Buyer in conjunction with the closing of a Business Combination.

Company issued an unsecured promissory note in the aggregate principal amount of up to $530,000 (the " Promissory Note B ")
to Buyer. Pursuant to Promissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to $530,000. The Promissory
Note B shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an
initial business combination. The Promissory Note B is convertible into units having the same terms and conditions as the private placement
units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The Promissory Note B does not bear
interest. The proceeds of Promissory Note B will be used by the Company to pay various expenses of the Company, including any payment
to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.

Company issued an unsecured promissory note in the aggregate principal amount of up to $470,000 (the " Promissory Note C ")
to Buyer. Pursuant to Promissory Note C, the Buyer agreed to loan to the Company an aggregate amount of up to $470,000. The Promissory
Note C shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an
initial business combination. The Promissory Note C is convertible into units having the same terms and conditions as the private placement
units as described in the Prospectus, at the price of $10.00 per unit, at the option of the Buyer. The Promissory Note C does not bear
interest.

 On March 28, 2025, the Company
issued an unsecured promissory note in the aggregate principal amount of up to $600,000 (the " Promissory Note D ") to
Buyer. Pursuant to Promissory Note D, the Buyer agreed to loan to the Company an aggregate amount of up to $600,000. The Promissory Note
D shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial
business combination. The Promissory Note D is convertible into units consisting of one share of Common Stock of the Company and one right
to receive one-twentieth of one share of Common Stock of the Company (together, the " Promissory Note D Conversion Securities "),
with no fractional Promissory Note D Conversion Securities to be issued upon conversion, and has the right to be converted immediately
prior to the closing of the Business Combination. The Promissory Note D does not bear interest.

 Amendments to Promissory Notes – JC Unify

 On June 28, 2024, the Company entered into amendments
to the January 2024 Promissory Note, Promissory Note B and Promissory Note C (the January 2024 Promissory Note, Promissory Note B and
Promissory Note C are collectively referred to as the " JC Unify Prior Notes ") with Buyer (the " Amendments
to the JC Unify Prior Notes "). Pursuant to the Amendments to the JC Unify Prior Notes, Buyer has the right to convert the JC
Unify Prior Notes into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth of one share
of Common Stock of the Company (together, the " JC Unify Prior Notes Conversion Securities "), with no fractional JC
Unify Prior Notes Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC
Unify Prior Notes Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business
Combination. The Amendments to the JC Unify Prior Notes also amended the events of default, so that the failure of the Company to issue
JC Unify Prior Notes Conversion Securities constitutes a failure to make required payments, constituting an event of default.

 Issuance of Promissory Note – Wei-Hua
Chang

 On April 20, 2025, the Company
issued an unsecured promissory note in the aggregate principal amount of up to $3,000,000 (the " Promissory Note E ")
to Wei-Hua Chang (the " Promissory Note E Lender "). Pursuant to Promissory Note E, the Promissory Note E Lender agreed
to loan to the Company an aggregate amount of up to $3,000,000. The Promissory Note E shall be payable promptly on demand and in any event,
no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note E is convertible
into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth of one share of Common Stock
of the Company (together, the "Promissory Note E Conversion Securities "), with no fractional Promissory Note E Conversion
Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination.
The Promissory Note E does not bear interest.

of Promissory Note E does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note
E, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.

 Departure of Director or Certain Officers

 On December 12, 2023, Paul
F. Pelosi Jr. notified the Company that he is resigning from the Board of Directors (the " Board ") of the Company effective
immediately. Mr. Pelosi Jr.'s resignation is pursuant to the execution of a Securities Purchase Agreement dated as of November 10,
2023 entered into between the Buyer, the Prior Sponsor, the Company and Shibasish Sarkar, and it was not as a result of any disagreement
with the Company or the Board. Effective upon Mr. Pelosi's resignation as a Director, the size of the Company's Board was
reduced from seven to six Directors.

 On December 17, 2023, David
M. Taghioff, Deepak Nayar, Klaas P. Baks, and Suresh Ramamurthi notified the Company that they are resigning from the Board of the Company
effective immediately. The resignation of David M. Taghioff, Deepak Nayar, Klaas P. Baks, and Suresh Ramamurthi is pursuant to the execution
of a Securities Purchase Agreement dated as of November 10, 2023 entered into between the Buyer, the Prior Sponsor, the Company and Shibasish
Sarkar, it was not as a result of any disagreement with the Company or the Board. Effective upon the resignation of David M. Taghioff,
Deepak Nayar, Klaas P. Baks, and Suresh Ramamurthi Directors, the size of the Company's Board was reduced from six to two Directors.
David M. Taghioff, Klaas P. Baks, and Suresh Ramamurthi were members of the Company's Compensation Committee and David M. Taghioff,
Deepak Nayar, Klaas P. Baks, and Suresh Ramamurthi were members of the Company's Audit Committee.

 On February 13, 2024, the
Company held the 2024 February Annual Meeting. At the 2024 February Annual Meeting, Sanjay Wadhwa and Shibasish Sarkar were appointed
as Class I directors with a term expiring at the Company's annual general meeting to be held in 2025; Claudius Tsang and Yu-Ping
Edward Tsai were appointed as Class II directors with a term expiring at the Company's annual meeting to be held in 2026; and Daung-Yen
Lu, Yao Chin Chen, and Chih Young Hung were appointed as Class III directors with a term expiring at the Company's annual meeting
to be held in 2027.

Company received the resignation of Mr. Sanjay Wadhwa as Director of the Company. Mr. Wadhwa's resignation was not the result of
any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Effective upon Mr.
Sanjay's resignation as a Director, the size of the Company's Board was reduced from seven to six Directors.

 On June 20, 2024, the Company
received the resignation of Mr. Chih Young Hung as Director of the Company. Mr. Hung's resignation was not the result of any disagreement
with the Company or the Board on any matter relating to the Company's operations, policies or practices. Mr. Hung was the Chairman
of the Company's Compensation Committee and Audit Committee.

 The Board appointed Mr. Hsu-Kao
Cheng as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Chih Young Hung with effect from August
6, 2024 until the Company's annual meeting to be held in 2027. The Board has determined that Mr. Cheng is an "independent
director" as that term is defined under the Listing Rules of Nasdaq. Mr. Cheng shall serve as the Chairman of the Audit Committee
and the Compensation Committee of the Board.

 On July 2, 2024, the Company
received the resignation of Mr. Daung-Yen Lu as Director of the Company. Mr. Lu's resignation was not the result of any disagreement
with the Company or the Board on any matter relating to the Company's operations, policies or practices. Mr. Lu was a member of
the Company's Compensation Committee and Audit Committee.

 The Board of the Company appointed
Mr. Tao-Chou Chang as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Daung-Yen Lu with effect
from August 6, 2024 until the Company's annual meeting to be held in 2027. The Board has determined that Mr. Chang is an "independent
director" as that term is defined under the Listing Rules of Nasdaq. Mr. Chang shall serve as a member of the Company's Audit
Committee and the Compensation Committee of the Board.

 On July 2, 2024, the Company
received the resignation of Mr. Yu-Ping Tsai as Director of the Company. Mr. Tsai's resignation was not the result of any disagreement
with the Company or the Board on any matter relating to the Company's operations, policies or practices. Mr. Tsai was a member of
the Company's Compensation Committee and Audit Committee.

 The Board of the Company appointed
Mr. Ming-Hsien Hsu as Class II director of the Board, to fill in the vacancy created by the resignation of Mr. Yu-Ping Tsai with effect
from August 6, 2024 until the Company's annual meeting to be held in 2026. The Board has determined that Mr. Hsu is an "independent
director" as that term is defined under the Listing Rules of Nasdaq. Mr. Hsu shall serve as a member of the Company's Audit
Committee and the Compensation Committee of the Board.

 On July 4, 2024, the Company
received the resignation of Mr. Claudius Tsang as Director of the Company. Mr. Tsang's resignation was not the result of any disagreement
with the Company or the Board on any matter relating to the Company's operations, policies or practices.

 On August 6, 2024, the Company
received the resignation of Mr. Yao Chin Chen as Director of the Company. Mr. Chen's resignation was not the result of any disagreement
with the Company. Effective upon Mr. Chen's resignation as a Director, the size of the Company's Board was reduced to four
Directors.

 On March 11, 2025, the Company
received the resignation of Mr. Shibasish Sarkar as the Chief Executive Officer and as Class I director of the Company's board of
directors effective immediately. Mr. Sarkar's resignation was not the result of any disagreement with the Company or the Board.
Mr. Sarkar was the Chairman of the Board and the principal accounting and financial officer.

 The Board of the Company appointed
Ms. Yu-Fang Chiu to serve as Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, to fill in the vacancy created
by the resignation of Mr. Shibasish Sarkar with effect from March 11, 2025 until the Company's annual meeting to be held in 2028
and until her successor is duly elected and qualified or until her earlier death, resignation or removal.

 Sources of Potential Business Combination Targets

 We anticipate completing the
VCI Business Combination. In the event, however, we do not complete the VCI Business Combination, we believe that the operational and
transactional experience of our management team and their respective affiliates and related entities and the relationships they have developed
as a result of such experience, will provide us with a number of potential alternative business combination targets. We believe that these
networks of relationships and this experience will provide us with important sources of opportunities. In addition, we anticipate that
target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants,
private equity funds and large business enterprises seeking to divest noncore assets or divisions.

 Our acquisition criteria,
due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of the VCI
Business Combination or any other potential business combination may be based, to the extent relevant, on these general guidelines as
well as other considerations, factors and criteria that our management may deem relevant. Our ability to consummate the VCI Business Combination
or any alternative business combination, or the operations of a target business with which we ultimately consummate a business combination,
may be materially adversely affected by factors beyond our control.

 Other Acquisition Considerations

 If we do not complete the
VCI Business Combination, we are not prohibited from pursuing an alternative initial business combination with a business combination
target that is affiliated with our Prior Sponsor, officers or directors (or their respective affiliates or related entities) or making
the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective
affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with
our Prior Sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors,
will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions
for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our
company from a financial point of view. We are not required to obtain such an opinion in any other context.

 Our Prior Sponsor, officers,
and directors have agreed that we will have until August 2, 2025 (or until January 2, 2027 if we fully extend the date to consummate a
business combination) to complete our initial business combination (the " Combination Period "). If we are unable to
complete our initial business combination within the Combination Period, we will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the
trust account and not previously released to IMAQ to pay income and other tax obligations owed by IMAQ, 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), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of IMAQ's remaining stockholders and their board of directors, dissolve and liquidate,
subject in each case to IMAQ's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to our public warrants, public rights or private placement
warrants. The warrants and rights will expire worthless if we fail to complete our initial business combination within the Combination
Period.

 Unless we complete our initial
business combination with a company that is affiliated with our Prior Sponsor, officers or directors (or their respective affiliates or
related entities), we or a committee of independent directors, are not required to obtain an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain
such an opinion in any other context. If no opinion is obtained, our stockholders will be relying on the judgment of our Board of Directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed
in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

 Members of our management
team may directly or indirectly own our Class A ordinary shares and/or private placement units following the IPO, and, accordingly, 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, each of 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.

 In general, officers and directors
of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation
if:

 the corporation could financially undertake the opportunity;

 the opportunity is within the corporation's line of business; and

 it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 Accordingly, as a result of
multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities
meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides that the doctrine of corporate
opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would
conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which
may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for
our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the
earlier of: (1) our execution of a merger agreement in connection with an initial business combination and (2) August 2, 2025 (or January
2, 2027, if we fully extend the date to consummate a business combination). This agreement is, however, subject to any pre-existing fiduciary
and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes
aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to
such entity, and only present it to us if such entity rejects the opportunity.

 Our Prior Sponsor, Buyer,
officers and directors are, and may become a sponsor, an officer or director of other special purpose acquisition companies with a class
of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Notwithstanding that, such officers
and directors will continue to have a pre-existing fiduciary obligation to us, and we will, therefore, have priority over any special
purpose acquisition companies they subsequently join.

 Redemption Rights for Holders of the Public

 The Company will provide the
holders (the " public stockholders ") of the shares of common stock included in the Units sold in the Initial Public
Offering (the " Public Shares ") with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for
a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay income and other tax obligations owed
by IMAQ). There will be no redemption rights upon the completion of a Business Combination with respect to the Company's rights
or warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion
of the Initial Public Offering in accordance with the Financial Accounting Standards Board's (" FASB ") Accounting
Standards Codification (" ASC ") Topic 480 Distinguishing Liabilities from Equity (" ASC 480 ").

 Automatic Dissolution and Subsequent Liquidation
of the Trust Account if No Business Combination

 If IMAQ does not consummate
the Business Combination and fails to consummate an initial business combination by August 2, 2025 (or January 2, 2027, if it exercises
its option to extend the date to consummate a business combination), then, pursuant to the amended and restated certificate of incorporation,
IMAQ will be required to dissolve and liquidate as soon as reasonably practicable, unless IMAQ seeks stockholder approval to amend and
restate IMAQ's certificate of incorporation to extend the date by which the Company has to consummate a business combination. As
a result, this has the same effect as if IMAQ had formally gone through a voluntary liquidation procedure under Delaware law. Accordingly,
no vote would be required from the IMAQ stockholders to commence such a voluntary winding up, dissolution and liquidation. If IMAQ is
unable to consummate the Business Combination within the Combination Period, it will, (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the
funds held in the trust account and not previously released to IMAQ to pay income and other tax obligations owed by IMAQ, 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), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of IMAQ's remaining stockholders and their board of directors, dissolve
and liquidate, subject in each case to IMAQ's obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. The Prior Sponsor has agreed not to propose, or vote in favor, of an amendment to the Amended and Restated Certificate
of Incorporation that would affect the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the
Company does not complete a Business Combination by August 2, 2025 (or January 2, 2027, if it exercises its option to extend the date
to consummate a business combination), unless the Company provides the public stockholders with the opportunity to redeem their Public
Shares in conjunction with any such amendment. In the event of its dissolution and liquidation, the IMAQ warrants and rights will expire
and will be worthless.

 The proceeds deposited in
the trust account could, however, become subject to the claims of IMAQ's creditors which would have higher priority than the claims
of its public stockholders. IMAQ cannot guarantee that the actual per-share redemption amount received by stockholders will not be substantially
less than $10.00. Under Section 281(b) of the DGCL, IMAQ's plan of dissolution must provide for all claims against it 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 IMAQ makes any distribution of its remaining assets to its stockholders. While IMAQ intends to pay such amounts, if
any, IMAQ cannot guarantee that it will have funds sufficient to pay or provide for all creditors' claims.

 Although IMAQ will seek to
have all vendors, service providers, prospective target businesses or other entities with which IMAQ does business execute agreements
with it waiving any right, title, interest and claim of any kind in or to any monies held in the trust account for the benefit of IMAQ's
public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would
be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against IMAQ's assets, including the funds held in the trust account. If any third party refuses to execute an
agreement waiving such claims to the monies held in the trust account, IMAQ's management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such
third party's engagement would be more beneficial to it than the alternative.

 In addition, there is no
guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with IMAQ and will not seek recourse against the trust account for any reason. The Prior Sponsor had agreed that
it will be liable to IMAQ if and to the extent any claims by a third party for services rendered or products sold to IMAQ, or a prospective
target business with which IMAQ has discussed entering into a transaction agreement, reduce the amount of funds in the trust account
to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation
of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay income and other tax obligations owed by IMAQ, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the trust account and except as to any claims under IMAQ's indemnity of the underwriters of IMAQ's initial
public 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, then the Prior Sponsor will not be responsible to the extent of any liability for such
third party claims. IMAQ has not independently verified whether the Prior Sponsor has sufficient funds to satisfy its indemnity obligations
and believes that the Prior Sponsor's only assets are securities of IMAQ. IMAQ has not asked the Prior Sponsor to reserve for such
indemnification obligations. Therefore, IMAQ cannot guarantee that the Prior 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 IMAQ's initial business combination
and redemptions could be reduced to less than $10.00 per public share. In such event, IMAQ may not be able to complete its initial business
combination, and IMAQ's stockholders would receive such lesser amount per share in connection with any redemption of their public
shares. None of IMAQ's officers will indemnify IMAQ for claims by third parties including, without limitation, claims by vendors
and prospective target businesses.

 In the event that the proceeds
in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay income and other tax obligations owed by IMAQ, and the Prior Sponsor asserts that it is unable
to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, IMAQ's independent
directors would determine whether to take legal action against the Prior Sponsor to enforce its indemnification obligations. While IMAQ
expects that its independent directors would take legal action on its behalf against the Prior Sponsor to enforce its indemnification
obligations to IMAQ, it is possible that IMAQ's 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. IMAQ has not asked the Prior Sponsor to reserve for
such indemnification obligations and IMAQ cannot guarantee that the Prior Sponsor would be able to satisfy those obligations. Accordingly,
IMAQ cannot guarantee that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00
per public share.

 Under the 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 IMAQ's trust account distributed to its public stockholders upon the redemption of its public shares in
the event IMAQ does not complete its business combination by August 2, 2025 (unless extended) 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 IMAQ's trust account distributed to its public stockholders upon the redemption of its public shares in the event IMAQ
does not complete its business combination by August 2, 2025 (or January 2, 2027, if it exercises its option to extend the date to consummate
a business combination), is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to
be unlawful, 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 IMAQ is unable to complete
its business combination by August 2, 2025 (or January 2, 2027, if it exercises its option to extend the date to consummate a business
combination), IMAQ will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to IMAQ
to pay income and other tax obligations owed by IMAQ, 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),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of IMAQ's
remaining stockholders and their board of directors, dissolve and liquidate, subject in each case to IMAQ's obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. As such, IMAQ's stockholders could potentially
be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend
well beyond the third anniversary of such date.

 Because IMAQ does not comply
with Section 280, Section 281(b) of the DGCL requires IMAQ to adopt a plan, based on facts known to IMAQ at such time that will provide
for its payment of all existing and pending claims or claims that may be potentially brought against it within the subsequent 10 years.
However, because IMAQ is a blank check company, rather than an operating company, and its operations are limited to searching for prospective
target businesses to acquire, the only likely claims to arise would be from its vendors (such as lawyers, investment bankers, etc.) or
prospective target businesses. Pursuant to the obligation contained in IMAQ's underwriting agreement dated July 28, 2021, IMAQ required
that all vendors, service providers, prospective target businesses or other entities with which it does business execute agreements with
it 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 IMAQ are significantly limited and the likelihood that any claim that would result in any liability
extending to the trust account is remote. Further, the Prior 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 withdrawn to pay income and other tax obligations owed by IMAQ, and will not be liable as to any claims under IMAQ's
indemnity of the underwriters of the initial public 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, the Prior Sponsor will not be responsible to
the extent of any liability for such third-party claims.

 If IMAQ files a bankruptcy
petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the trust account could
be subject to applicable bankruptcy law, and may be included in IMAQ's bankruptcy estate and subject to the claims of third parties
with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, IMAQ cannot guarantee
that it will be able to return $10.00 per share to its public stockholders. Additionally, if IMAQ files a bankruptcy petition or an involuntary
bankruptcy petition is filed against IMAQ 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 IMAQ's stockholders. Furthermore, IMAQ's
board of directors may be viewed as having breached its fiduciary duty to its creditors and/or may have acted in bad faith, thereby exposing
itself and IMAQ to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of
creditors. IMAQ cannot guarantee that claims will not be brought against it for these reasons.

 IMAQ's public stockholders
will be entitled to receive funds from the trust account only (i) in the event of the redemption of its public shares if IMAQ does not
complete its business combination by August 2, 2025 (or January 2, 2027, if it exercises its option to extend the date to consummate a
business combination), subject to applicable law, (ii) (a) in connection with a stockholder vote to approve an amendment to its amended
and restated certificate of incorporation to modify the substance or timing of its obligation to allow redemption in connection with the
Business Combination or to redeem 100% of its public shares if IMAQ has not consummated an initial business combination by August 2, 2025
(or January 2, 2027, if it exercises its option to extend the date to consummate a business combination), or (b) completion of an initial
business combination, and then only in connection with those public shares that such stockholder properly) with respect to any other provision
relating to stockholders' rights or pre-initial business combination activity or (iii) IMAQ's elected to redeem, subject to
the limitations described in the final prospectus IMAQ filed with the SEC on July 29, 2021. In no other circumstances will a stockholder
has any right or interest of any kind to or in the trust account.

 Each of IMAQ's initial
stockholders has agreed to waive its rights to participate in any liquidation of the Trust Account or other assets with respect to any
shares of IMAQ common stock they hold.

 PCAOB Developments

 We are a blank check company
incorporated under the laws of the State of Delaware with our office located in Miami. Our auditor, Mercurius & Associates LLP (" Mercurius "),
headquartered in New Delhi, India, is an independent registered public accounting firm registered with the United States Public Company
Accounting Oversight Board (" PCAOB ") and is subject to laws in the United States in relation to PCAOB's applicable
professional standards.

 The VCI Target Company is
located in Vietnam. However, if we were to pursue an alternative business combination with an entity with its principal business operations
in China (including Hong Kong and Macau) (a " China-based target "), we may be subject to Holding Foreign Companies Accountable
Act, as amended by the Consolidated Appropriations Act, 2023 (the " HFCAA ") and related regulations if we pursue an
opportunity with a foreign company. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act
(" AHFCAA "), which, if signed into law, would amend the HFCAA and require the SEC to prohibit an issuer's securities
from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three
consecutive years. On December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden. The Consolidated
Appropriations Act contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection
years required for triggering the prohibitions under the HFCA Act from three years to two years. For instance, the HFCAA would restrict
our ability to consummate a business combination with a target business unless that business met certain standards of the PCAOB and would
require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for
two consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled
by a foreign government, specifically, those based in China. We may not be able to consummate a business combination with a favored target
business due to these laws.

 The documentation we may be
required to submit to the SEC proving certain beneficial ownership requirements and establishing that we are not owned or controlled by
a foreign government in the event that we use a foreign public accounting firm not subject to inspection by the PCAOB or where the PCAOB
is unable to completely inspect or investigate our accounting practices or financial statements because of a position taken by an authority
in the foreign jurisdiction could be onerous and time consuming to prepare. The HFCAA mandates the SEC to identify issuers of SEC-registered
securities whose audited financial reports are prepared by an accounting firm that the PCAOB is unable to inspect due to restrictions
imposed by an authority in the foreign jurisdiction where the audits are performed. If such identified issuer's auditor cannot be
inspected by the PCAOB for two consecutive years, the trading of such issuer's securities on any U.S. national securities exchanges,
as well as any over-the-counter trading in the U.S., will be prohibited.

 Future developments in respect
of increased U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative
process and the regulatory developments are subject to the rule-making process and other administrative procedures.

 Other developments in U.S.
laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959, "Addressing
the Threat from Securities Investments That Finance Communist Chinese Military Companies," may further restrict our ability to complete
a business combination with certain China-based businesses.

 Enforceability of Civil Liability

 All of our directors and officers
are located outside of the United States. Further, it is uncertain if any officers and directors of the post-combination entity will be
located inside the Unites States. As a result, it may be difficult, or in some cases not possible, for investors in the United States
to enforce their legal rights, to effect service of process upon our directors or officers (prior to or after the business combination)
or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers
under United States laws.

 Management Operating and Investment Experience

 We believe that our executive
officers possess the experience, skills and contacts necessary to source, evaluate, and execute an attractive business combination. See
the section titled "Directors, Executive Officers and Corporate Governance" for information on the experience of our officers
and directors. Notwithstanding the foregoing, our officers and directors are not obligated to devote any specific number of hours to our
matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time
period will vary based on whether a target business has been selected for the business combination and the stage of the business combination
process the company is in. Accordingly, once a suitable target business to consummate our initial business combination with has been located,
management will spend more time investigating such target business and negotiating and processing the business combination (and consequently
spend more time on our affairs) than had been spent prior to locating a suitable target business. We do not intend to have any full time
employees prior to the consummation of our initial business combination. The past successes of our executive officers and directors do
not guarantee that we will successfully consummate an initial business combination.

 As more fully discussed in
"Conflict of Interest," all of our officers and directors currently have certain pre-existing fiduciary duties or contractual
obligations. As a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to
presenting business opportunities meeting the above-listed criteria to multiple entities. Our certificate of incorporation provides that
the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application
of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts
of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed
to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target
business, until the earlier of: (1) our consummation of a merger agreement in connection with an initial business combination and (2)
August 2, 2025 (or January 2, 2027, if we exercise the option to extend the date to consummate a business combination). This agreement
is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may from time to time have to
another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which
he or she has pre-existing fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

 Emerging Growth Company Status and Other Information

 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 shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.

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

 We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the IPO, (b)
in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year's
second fiscal quarter; and (2) the date on which we have issued more than $1.00 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 Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals
or exceeds $250 million as of the end of that year's second fiscal quarter, or (2) our annual revenues equaled or exceeded $100
million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the end of that year's second fiscal quarter.

 Conflict of Interest

 In general, officers and directors
of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation
if:

 the corporation could financially undertake the opportunity;

 the opportunity is within the corporation's line of business; and

 it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 As a result of multiple business
affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the
above-listed criteria to multiple entities. Our certificate of incorporation provides that the doctrine of corporate opportunity will
not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with
any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise from
multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1)
our execution of a merger agreement in connection with an initial business combination and (2) August 2, 2025 (or January 2, 2027, if
we exercise the option to extend the date to consummate a business combination). This agreement is, however, subject to any pre-existing
fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them
becomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to
such entity, and only present it to us if such entity rejects the opportunity.

 Competition

 In identifying, evaluating
and selecting a target business, we encountered intense competition from other entities having a business objective similar to ours. Many
of these entities are well established and have extensive experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be
relatively limited when contrasted with those of many of these competitors.

 Employees

 IMAQ currently has one officer,
Yu-Fang Chiu, who serves as the Chief Executive Officer and Chief Financial Officer. The officer is not obligated to devote any specific
number of hours to IMAQ's matters. The amount of time the officer will devote to IMAQ in any time period will vary based on whether
a target business has been selected and the stage of the Business Combination process IMAQ is in. IMAQ does not have any other employees.

 Facilities

 IMAQ's executive offices
are located at 1221 Brickell Avenue, Miami, FL and its telephone number is 786-432-7588. IMAQ considers its current office space adequate
for its current operations.

 ITEM 1A. RISK FACTORS

 As a smaller reporting company,
the Company is not required to provide Risk Factors in this Annual Report on Form 10-K. However, in addition to the risk factors disclosed
in our prospectus filed with the SEC on July 29, 2021, the Company has identified the below-listed additional risk factors. Any of these
factors could result in a significant or material adverse effect on our results of operations or financial condition.

 We may undertake our Business Combination
with an entity or business which is based in a foreign country and the laws and regulations of such foreign countries may not afford U.S.
investors or regulatory agencies access to information normally available to them with respect to U.S. based entities.

 In November 2020, the SEC Staff
issued guidance regarding certain risks and considerations that should be considered by investors regarding foreign entities, specifically
the limited ability of U.S. investors and regulatory agencies to rely upon or obtain information from foreign based entities, specifically
China based entities, under the laws and regulations of such foreign countries. As stated by the SEC Staff, "Although China-based
Issuers that access the U.S. public capital markets generally have the same disclosure obligations and legal responsibilities as other
non-U.S. issuers, the Commission's ability to promote and enforce high-quality disclosure standards for China-based Issuers may
be materially limited. As a result, there is substantially greater risk that their disclosures may be incomplete or misleading. In addition,
in the event of investor harm, investors generally will have substantially less access to recourse, in comparison to U.S. domestic companies
and foreign issuers in other jurisdictions." Among other potential issues and risks cited by the SEC Staff, the SEC Staff identified
restrictions in China which restricted the PCAOB's ability to inspect audit work and practices of PCAOB-registered public accounting
firms in China and on the PCAOB's ability to inspect audit work with respect to China-based issuer audits by PCAOB-registered public
accounting firms in Hong Kong.

 Further, current laws and regulations
in China as well as other potential target countries, can limit or restrict investigations and similar activities by U.S. regulatory agencies
such as the SEC to gather information regarding the securities and other activities of issuers based in the foreign countries where such
laws or regulations exist. According to Article 177 of the newly amended PRC Securities Law which became effective in March 2020 (the
" Article 177 "), the securities regulatory authority of the PRC State Council may collaborate with securities regulatory
authorities of other countries or regions in order to monitor and oversee cross border securities activities. Article 177 further provides
that overseas securities regulatory authorities are not allowed to carry out investigation and evidence collection directly within the
territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials related to securities
business activities to overseas agencies without prior consent of the securities regulatory authority of the PRC State Council and the
competent departments of the PRC State Council. Investors should be aware that the U.S. Holding Foreign Companies Accountable Act, which
requires that the PCAOB be permitted to inspect an issuer's public accounting firm within three years, may result in the delisting
of the operating company in the future if the PCAOB is unable to inspect the firm.

 We have entered into a merger
agreement with the Target Group, a Vietnamese ethanol production company, and are currently in the process of finalizing the business
combination. It is important to note that we may pursue any potential target businesses in foreign jurisdictions, including entities based
in China, if the merger with the Target Group is terminated. Investors should be aware of risks related to the ability to obtain information
and conduct investigations and be afforded protections by U.S. based agencies such as the SEC related to the business combination with
the Target Group or any other target business in a foreign country, and consider such risks prior to investing in our securities.

 If the PRC government deems that the contractual
arrangements in relation to a potential China-based Target, and the VIE, do not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject
to severe penalties or be forced to relinquish our interests in those operations.

 We are a company with no operations
of our own. Although we have not (nor has anyone on our behalf), directly or indirectly, had any substantive discussions, formal or otherwise,
with respect to a transaction with a China-based target, our initial business combination target company may include a China-based target
which might require a VIE structure. The China-based Target, through contractual arrangements, exercises effective control over the operating
activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of
the entity.

 As a result, through such contractual
arrangements with the VIE and its shareholders, we may become the primary beneficiary of the VIE, and, therefore, may consolidate the
financial results of the VIE in our consolidated financial statements in accordance with U.S. GAAP or IFRS. In that case, following the
consummation of a business combination with a China-based Target, our securities would be securities of an offshore holding company instead
of shares of the VIE in China.

 We would rely on WFOE's
contractual arrangements with the VIE and its shareholders to operate the business. These contractual arrangements may not be as effective
as direct ownership in respect of our relationship with the VIE. Under the contractual arrangements, as a legal matter, if the VIE or
any of its shareholders executing the VIE Agreements fails to perform its, his or her respective obligations under the contractual arrangements,
we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies available under PRC laws,
including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective. For example,
if shareholders of a VIE were to refuse to transfer their equity interests in such VIE to us or our designated persons when we exercise
the purchase option pursuant to the contractual arrangements, we may have to take a legal action to compel them to fulfil their contractual
obligations.

 If (i) the applicable PRC authorities
invalidate the contractual arrangements for violation of PRC laws, rules and regulations, (ii) any VIE or its shareholders terminate the
contractual arrangements, (iii) any VIE or its shareholders fail to perform its/his/her obligations under the contractual arrangements,
or (iv) if these regulations change or are interpreted differently in the future, the PRC target company's business operations in
China would be materially and adversely affected, and the value of your securities would substantially decrease or even become worthless.
Further, if we fail to renew the contractual arrangements upon their expiration, we would not be able to continue the business operations
unless the then current PRC law allows us to directly operate businesses in China.

 In addition, if any VIE or
all or part of its assets would become subject to liens or rights of third-party creditors, we may be unable to continue some or all of
our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any
of the variable interest entities undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party
creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially
and adversely affect our business and our ability to generate revenues.

 All of the contractual arrangements
will be governed by PRC law and provided for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts will
be interpreted in accordance with PRC laws and any disputes will be resolved in accordance with PRC legal procedures. The legal environment
in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal
system could limit our ability to enforce the contractual arrangements. In the event we are unable to enforce the contractual arrangements,
we may not be able to exercise effective control over our China-based Target's operating entities that most impact the economic
performance, bears the risks of, and enjoys the rewards for the purpose of consolidating the financial results of the VIE in our consolidated
financial statements in accordance with U.S. GAAP or IFRS (as discussed above) and we may be precluded from operating our business, which
would have a material adverse effect on our financial condition and results of operations.

 Although based on industry
practices, VIE contractual arrangements among WFOE, the VIE and its shareholders governed by PRC laws are valid, binding and enforceable,
and will not result in any violation of PRC laws or regulations currently in effect, however, there are substantial uncertainties regarding
the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities
may ultimately take a view that is contrary to the accepted industry practices with respect to VIE contractual arrangements. In addition,
it is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide.
PRC government authorities may deem that foreign ownership is directly or indirectly involved in the VIE's shareholding structure.
If our potential corporate structure and contractual arrangements are deemed by the Ministry of Industry and Information Technology, or
MIIT, or the Ministry of Commerce, or MOFCOM, or other regulators having competent authority to be illegal, either in whole or in part,
we may lose control of the consolidated VIE and have to modify such structure to comply with regulatory requirements. However, there can
be no assurance that we can achieve this without material disruption to the China-based Target's business. Furthermore, if we consummate
a business combination with a China-based Target, and we or the VIE is found to be in violation of any existing or future PRC laws or
regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have
broad discretion to take action in dealing with such violations or failures, including, without limitation:

 revoking the business license and/or operating licenses of WFOE
or the VIE;

 discontinuing or placing restrictions or onerous conditions
on our operations through any transactions among WFOE, the VIE and its subsidiaries;

 imposing fines, confiscating the income from WFOE, the VIE or
its subsidiaries, or imposing other requirements with which we or the VIE may not be able to comply;

 placing restrictions on the VIE's right to collect revenues;

 requiring us to restructure our ownership structure or operations,
including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would
affect our ability to consolidate, exercises effective control over the operating activities that most impact the economic performance,
bears the risks of, or enjoys the rewards normally associated with ownership of the entity; or

 taking other regulatory or enforcement actions against us that
could be harmful to our business

 The imposition of any of these
penalties will result in a material and adverse effect on our potential ability to conduct the business. In addition, it is unclear what
impact the PRC government actions will have on us and on our ability to consolidate the financial results of the VIE in our consolidated
financial statements, if the PRC government authorities were to find our potential corporate structure and contractual arrangements to
be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct
the activities of the VIE or our right to receive substantially all the economic benefits and residual returns from the VIE and we are
not able to restructure our ownership structure and operations in a timely and satisfactory manner, we will no longer be able to consolidate
the financial results of the VIE in our consolidated financial statements. Either of these results, or any other significant penalties
that might be imposed on us in this event, it will have a material adverse effect on our financial condition, results of operations and
our securities post business combination may decline in value or be worthless.

 The VIE Agreements under a VIE structure
may not be as effective as direct ownership in respect of the relationship of the post-combination entity with the VIE, and thus, the
post-combination entity may incur substantial costs to enforce the terms of the VIE Agreements, which the post-combination entity may
not be able to enforce at all.

 The VIE Agreements may not
be as effective as direct ownership in respect of the relationship of the post-combination entity with the VIE. For example, the VIE and
its shareholders could breach the VIE Agreements by, among other things, failing to conduct their operations in an acceptable manner or
taking other actions that are detrimental to the interests of the post-combination entity. If the post-combination entity had direct ownership
of the VIE, the post-combination entity would be able to exercise its rights as a shareholder to effect changes in the board of directors
of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational
level. However, under the VIE Agreements, the post-combination entity rely on the performance by the VIE and its shareholders of their
obligations under the contracts to consolidate the financial results of the VIE as primary beneficiary. The shareholders of the VIE may
not act in the best interests of the post-combination entity or may not perform their obligations under these VIE Agreements. Such risks
exist throughout the period in which the post-combination entity intends to consolidate the financial results of the VIE through the VIE
Agreements.

 If the VIE or its shareholders
fail to perform their respective obligations under the VIE Agreements, the post-combination entity may have to incur substantial costs
and expend additional resources to enforce such VIE Agreements. For example, if the shareholders of the VIE refuse to transfer their equity
interest in the VIE to the post-combination entity or its designee if the post-combination entity exercises the purchase option pursuant
to the VIE Agreements, or if they otherwise act in bad faith toward the post-combination entity, then the post-combination entity may
have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties claim any interest
in such shareholders' equity interests in the VIE, the post-combination entity's ability to foreclose the share pledge according
to the VIE Agreements may be impaired. If these or other disputes between the shareholders of the VIE and third parties were to impair
the post-combination entity's relationship with the VIE, the post-combination entity's ability to consolidate the financial
results of the VIE as primary beneficiary would be affected, which would in turn result in a material and adverse effect on the business,
operations and financial condition.

 If we effect our initial business combination
with a company with a VIE structure, any failure by the VIE or its shareholders to perform their obligations under the VIE Agreements
would have a material and adverse effect on the post-combination entity's business.

 In cases where we effect an
initial business combination with a company with a VIE structure, the shareholders of the VIE are referred as its nominee shareholders
because although they remain the holders of equity interests on record in the VIE, pursuant to the terms of the relevant power of attorney,
such shareholders have irrevocably authorized the individual appointed by the WFOE to exercise their rights as a shareholder of the relevant
VIE. If the VIE, or its shareholders fail to perform their respective obligations under the VIE Agreements, the post-combination entity
may have to incur substantial costs and expend additional resources to enforce such arrangements. The post-combination entity may also
have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which
the post-combination entity cannot assure you will be effective under PRC laws. For example, if the shareholders of the VIE were to refuse
to transfer their equity interest in the VIE to the post-combination entity or its designee if the post-combination entity exercises the
purchase option pursuant to the VIE Agreements, or if they were otherwise to act in bad faith toward us, then we may have to take legal
actions to compel them to perform their contractual obligations.

 All of these VIE Agreements
may be governed by and interpreted in accordance with PRC law, and disputes arising from these VIE Agreements may be resolved in court
or through arbitration in China. Accordingly, these contracts will be interpreted in accordance with PRC laws and any disputes will be
resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such
as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these VIE Agreements. Meanwhile,
there are very few precedents and little formal guidance as to how VIE Agreements in the context of a VIE should be interpreted or enforced
under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary.
In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal arbitration results in court unless such rulings
are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out the arbitration awards within a
prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition
proceedings, which would require additional expenses and delay. In the event that the post-combination entity is unable to enforce these
VIE Agreements, or if the post-combination entity suffers significant delay or other obstacles in the process of enforcing these VIE Agreements,
the post-combination entity may not be able to consolidate the financial results of the VIE in its consolidated financial statements in
accordance with U.S. GAAP or IFRS as primary beneficiary for accounting purposes, and the post-combination entity's ability to conduct
its business may be negatively affected.

 PRC regulations relating to offshore investment
activities by PRC residents may limit the post-combination entity's ability to inject capital in its Chinese subsidiaries, if any,
and Chinese subsidiaries' ability to change their registered capital or distribute profits to the post-combination entity or otherwise
expose the post-combination entity or its PRC resident beneficial owners to liability and penalties under PRC laws.

 In July 2014, The State Administration
of Foreign Exchange of the PRC, or SAFE, promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents'
Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37 to replace the Notice
on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents' Financing and Roundtrip Investment Through
Offshore Special Purpose Vehicles, or SAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular
37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC
residents for foreign exchange administration purpose) to register with SAFE or its local branches in connection with their direct or
indirect offshore investment activities. SAFE Circular 37 is applicable to the shareholders of post-combination entity who are PRC residents
and may be applicable to any offshore acquisitions that we make in the future.

 Under SAFE Circular 37, PRC
residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose
vehicles, or SPVs, must register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect
shareholder of an SPV, must update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material
change. If any PRC shareholder of such SPV fails to make the required registration or to update the previously filed registration, the
subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer
or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiary in China.
On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct
Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration
of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will
be filed with qualified banks instead of SAFE or its branches. The qualified banks will directly examine the applications and accept registrations
under the supervision of SAFE.

 We cannot provide assurance
that the post-combination entity's shareholders that are PRC residents comply with all of the requirements under SAFE Circular 37
or other related rules. Failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in
these regulations may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our
wholly foreign-owned subsidiary in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation
to us, and we may also be prohibited from injecting additional capital into the subsidiary. Moreover, we and the post-combination entity
may now know the identities of all PRC residents holding direct or indirect interest in the post-combination entity. Any failure or inability
by such individuals to comply with the various foreign exchange registration requirements described above could result in liability under
PRC law for circumventing applicable foreign exchange restrictions and may subject the post-combination entity to fines or legal sanctions,
restrict its cross-border investment activities, and limit any PRC subsidiary's ability to distribute dividends to us. As a result,
the post-combination entity's business operations and its ability to distribute profits to you could be materially and adversely
affected.

 Furthermore, as the interpretation
and implementation of foreign exchange regulations continue to evolve, it is unclear how these regulations, and any future regulation
concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities.
For example, if we decide to acquire a China-based Target, we cannot assure you that we or the owners of such company, as the case may
be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange
regulations. In addition, such post-combination entity may be subject to a more stringent review and approval process with respect to
the post-combination entity's foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,
which may adversely affect our financial condition and results of operations. This may restrict our ability to implement our acquisition
strategy and could adversely affect our business and prospects.

 Compliance with the PRC Antitrust law may
limit our ability to effect our Business Combination.

 The PRC Antitrust Law became
effective on August 1, 2008. The government authorities in charge of antitrust matters in China are the Antitrust Commission and other
antitrust authorities under the State Council. The PRC Antitrust Law regulates (1) monopoly agreements, including decisions or actions
in concert that preclude or impede competition, entered into by business operators; (2) abuse of dominant market position by business
operators; and (3) concentration of business operators that may have the effect of precluding or impeding competition. To implement the
PRC Antitrust Law, in 2008, the State Council formulated the regulations that require filing of concentration of business operators, pursuant
to which concentration of business operators refers to (1) merger with other business operators; (2) gaining control over other business
operators through acquisition of equity interest or assets of other business operators; and (3) gaining control over other business operators
through exerting influence on other business operators through contracts or other means. In 2009, the Ministry of Commerce, to which the
Antitrust Commission is affiliated, promulgated the Measures for Filing of Concentration of Business Operators (amended by the Guidelines
for Filing of Concentration of Business Operators in 2014), which set forth the criteria of concentration and the requirement of miscellaneous
documents for the purpose of filing. The Business Combination we contemplate may be considered the concentration of business operators,
and to the extent required by the Antitrust Law and the criteria established by the State Council, we must file with the antitrust authority
under the PRC State Council prior to conducting the contemplated Business Combination. If the antitrust authority decides not to further
investigate whether the contemplated Business Combination has the effect of precluding or impeding competition or fails to make a decision
within 30 days from receipt of relevant materials, we may proceed to consummate the contemplated Business Combination. If antitrust authority
decides to prohibit the contemplated Business Combination after further investigation, we must terminate such Business Combination and
would then be forced to either attempt to complete a new Business Combination or we would be required to return any amounts which were
held in the trust account to our shareholders. When we evaluate a potential Business Combination, we will consider the need to comply
with the Antitrust Law and other relevant regulations which may limit our ability to effect an acquisition or may result in our modifying
or not pursuing a particular transaction. The approval process may take a period longer than we expect before we enter into a definitive
agreement with a target company, we may be unable to complete a Business Combination by the Termination Date.

 Exchange controls that exist in the PRC
may restrict or prevent us from using the proceeds of the IPO to acquire a China-based Target and limit our ability to utilize our cash
flow effectively following our Business Combination.

 SAFE promulgated the Notice
of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested
Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the
Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular
142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign
Exchange Businesses, or Circular 59, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration
of Certain Capital Account Foreign Exchange Businesses, or Circular 45. According to Circular 19, the flow and use of the RMB capital
converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not
be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been
transferred to a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of
a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from
the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its
business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice.
SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement
Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular
19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested
company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations
of SAFE Circular 19 and Circular 16 could result in administrative penalties.

 As such, Circular 19 and Circular
16 may significantly limit our ability to transfer the proceeds of the IPO to a China-based Target and the use of such proceeds by a China-based
Target.

 In addition, following our
Business Combination with a China-based Target, we will be subject to the PRC's rules and regulations on currency conversion. In
the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies. Currently, FIEs are required to apply to the SAFE
for "Foreign Exchange Registration Certificates for FIEs." Following our Business Combination, we will likely be an FIE as
a result of our ownership structure. With such registration certificates, which need to be renewed annually, FIEs are allowed to open
foreign currency accounts including a "basic account" and "capital account." Currency conversion within the scope
of the "basic account," such as remittance of foreign currencies for payment of dividends, can be effected without requiring
the approval of the SAFE. However, conversion of currency in the "capital account," including capital items such as direct
investment, loans and securities, still require approval of the SAFE.

 We cannot assure you the PRC
regulatory authorities will not impose further restrictions on the convertibility of the Renminbi. Any future restrictions on currency
exchanges may limit our ability to use the proceeds of the IPO in a Business Combination with a China-based Target and the use of our
cash flow for the distribution of dividends to our stockholders or to fund operations we may have outside of the PRC. However, the funds
held in our trust account are not held in China, they are held in U.S. dollars in the United States with Continental Stock Transfer &
Trust Company and therefore, we believe that stockholder redemption rights would not be impacted.

 Our Business Combination may be subject
to national security review by the PRC government and we may have to spend additional resources and incur additional time delays to complete
any such Business Combination or be prevented from pursuing certain investment opportunities.

 On February 3, 2011, the PRC
government issued a Notice Concerning the Establishment of Security Review Procedure on Mergers and Acquisitions of Domestic Enterprises
by Foreign Investors, or Security Review Regulations, which became effective on March 5, 2011. The Security Review Regulations cover acquisitions
by foreign investors of a broad range of PRC enterprises if such acquisitions could result in de facto control by foreign investors and
the enterprises are relating to military, national defense, important agriculture products, important energy and natural resources, important
infrastructures, important transportation services, key technologies and important equipment manufacturing. The scope of the review includes
whether the acquisition will impact the national security, economic and social stability, and the research and development capabilities
on key national security related technologies. Foreign investors should submit a security review application to the Department of Commerce
for its initial review for contemplated acquisition. If the acquisition is considered to be within the scope of the Security Review Regulations,
the Department of Commerce will transfer the application to a joint security review committee within five business days for further review.
The joint security review committee, consisting of members from various PRC government agencies, will conduct a general review and seek
comments from relevant government agencies. The joint security review committee may initiate a further special review and request the
termination or restructuring of the contemplated acquisition if it determines that the acquisition will result in significant national
security issue.

 The Security Review Regulations
will potentially subject a large number of mergers and acquisitions transactions by foreign investors in China to an additional layer
of regulatory review. Currently, there is significant uncertainty as to the implication of the Security Review Regulations. Neither the
Department of Commerce nor other PRC government agencies have issued any detailed rules for the implementation of the Security Review
Regulations. If, for example, our potential Business Combination is with a China-based Target in any of the sensitive sectors identified
above, the transaction will be subject to the Security Review Regulations, and we may have to spend additional resources and incur additional
time delays to complete any such acquisition. There is no guarantee that we can receive such approval in a timely manner, and we may also
be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result
in a significant national security issue.

 Our Business Combination may be subject
to a variety of PRC laws and other obligations regarding cybersecurity and data protection and we may have to spend additional resources
and incur additional time delays to complete any such Business Combination or be prevented from pursuing certain investment opportunities.

 Our Business Combination may
be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information,
such as personal information and other data. These laws continue to develop, and the PRC government may adopt other rules and restrictions
in the future. Non-compliance could result in penalties or other significant legal liabilities.

 Pursuant to the PRC Cybersecurity
Law, which was promulgated by the Standing Committee of the National People's Congress on November 7, 2016 and took effect on June
1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course
of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products
and services that affect or may affect national security, it should be subject to cybersecurity review by the CAC. Due to the lack of
further interpretations, the exact scope of "critical information infrastructure operator" remains unclear.

 On June 10, 2021, the Standing
Committee of the PRC National People's Congress, or SCNPC, promulgated the PRC Data Security Law, which took effect in September
2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities,
and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development,
and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations
when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national
security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information.
On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which came into force as of November 1, 2021. The Personal
Information Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal
information, the rights of individuals in personal information processing activities, the obligations of personal information processors,
and the legal responsibilities for illegal collection, processing, and use of personal information.

 Recently, the General Office of
the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe
and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the
need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies.
These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the
risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. On December
28, 2021, the CAC, jointly with 12 departments under the State Council, promulgated the Measures for Cybersecurity Review, which became
effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical information infrastructure purchasing
network products and services, and data processors carrying out data processing activities that affect or may affect national security,
shall conduct cyber security review. An operator, including operators of critical information infrastructure and data processors, who
controls more than 1 million users' personal information must report to the Cyber Security Review Office for a cybersecurity review
if it intends to be listed in a foreign country.

 Certain internet platforms in China
have been reportedly subject to heightened regulatory scrutiny in relation to cybersecurity matters. As of the date hereof, we have not
been informed by any PRC governmental authority of any requirement that we file for a cybersecurity review. As a result, it will not affect
our process of searching for a business combination target until further certainty in the interpretation and enforcement of relevant PRC
cybersecurity laws and regulations. However, if we or the post-combination entity following a Business Combination are deemed to be a
critical information infrastructure operator or a company that is engaged in data processing and holds personal information of more than
one million users, we could be subject to PRC cybersecurity review.

 If, for example, our potential
Business Combination is with a China-based Target and if the enacted version of the aforementioned laws and regulations mandate clearance
of cybersecurity review and other specific actions to be completed by the target business, we may face uncertainties as to whether such
clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition. Cybersecurity review could
also result in negative publicity with respect to our Business Combination and diversion of our managerial and financial resources. There
is no guarantee that we can receive such approval in a timely manner, and we may also be prevented from pursuing certain investment opportunities
if the PRC government considers that the potential investments will result in a significant national security issue. These rules could
result in us not being able to acquire a potential target in the PRC, or our using time and working capital to pursue a transaction that
cannot be completed because of the actions of regulators. As uncertainties remain regarding the interpretation and implementation of these
laws and regulations, we cannot assure you that we or the combined company following a Business Combination will comply with such regulations
in all respects and we or the combined company following a Business Combination may be ordered to rectify or terminate any actions that
are deemed illegal by regulatory authorities. If obtained, the approval process may take a period longer than we expect before we enter
into a definitive agreement with a target company, we may be unable to complete a Business Combination by the Termination Date. We or
the combined company following a Business Combination may also become subject to fines and/or other sanctions which may have material
adverse effect on our business, operations and financial condition.

 In light of recent events indicating greater
oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, companies with more than one
million users' personal information in China, especially some internet and technology companies, may not be willing to list on a
U.S. exchange or enter into a definitive business combination agreement with us.

 Companies in China are subject
to various risks and costs associated with the collection, use, sharing, retention, security, and transfer of confidential and private
information, such as personal information and other data. This data is wide ranging and relates to our investors, employees, contractors
and other counterparties and third parties. If we decide to initiate a Business Combination with a company in China, our compliance obligations
include those relating to the relevant PRC laws in this regard. These PRC laws apply not only to third-party transactions, but also to
transfers of information between a holding company and its subsidiaries. These laws continue to develop, and the PRC government may adopt
other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

 Pursuant to the PRC Cybersecurity
Law, which was promulgated by the Standing Committee of the National People's Congress on November 7, 2016 and took effect on June
1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course
of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products
and services that affect or may affect national security, it should be subject to cybersecurity review by the CAC. In April 2020, the
CAC and certain other PRC regulatory authorities promulgated the Measures for Cybersecurity Review, which requires that operators of critical
information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national
security. On January 4, 2022, the CAC, in conjunction with 12 other government departments, issued the New Measures for Cybersecurity
Review (the "New Measures"). The New Measures, which became effective on February 15, 2022, amend the Measures for Cybersecurity
Review (Draft Revision for Comments) released on July 10, 2021. The New Measures require that certain operators of data processing activities
that affect or may affect national security or that handle personal information of more than one million users must apply for cybersecurity
review to the Cybersecurity Review Office when they go public abroad. The PRC Data Security Law, which took effect on September 1, 2021,
imposes data security and privacy obligations on entities and individuals that carry out data activities, provides for a national security
review procedure for data activities that may affect national security and imposes export restrictions on certain data and information.

 The New Measures require that certain
operators of data processing activities that affect or may affect national security or that handle personal information of more than one
million users must apply for cybersecurity review to the Cybersecurity Review Office when they go public abroad. The PRC Data Security
Law, which took effect on September 1, 2021, imposes data security and privacy obligations on entities and individuals that carry out
data activities, provides for a national security review procedure for data activities that may affect national security and imposes export
restrictions on certain data and information. On August 20, 2021, the Standing Committee of the People's Congress promulgated the
PRC Personal Information Protection Law (the "PIPL"), which took effect on November 1, 2021. The PIPL sets out the regulatory
framework for the handling and protection of personal information and the transmission of personal information overseas. If our PRC Target
Company involves collecting and retaining internal or customer data, such target might be subject to the relevant cybersecurity laws and
regulations, including the PRC Cybersecurity Law and the PIPL, and the cybersecurity review before effecting an initial business combination.
The cybersecurity review might impact the timetable of our initial business combination and the certainty of our initial business combination,
if the target company we have identified is subject to the aforementioned cybersecurity related laws and regulations.

 Furthermore, if we were found to
be in violation of applicable laws and regulations in China during such review, we could be subject to administrative penalties, such
as warnings, fines, or service suspension. Therefore, cybersecurity review could materially and adversely affect our business, financial
condition, and results of operations.

 In addition, the PRC Data Security
Law, which was promulgated by the Standing Committee of the National People's Congress on June 10, 2021 and takes effect on September
1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection,
data processing activities must be conducted based on data classification and hierarchical protection system for data security. After
the Data Security Law takes effect, if the post-combination entity's data processing activities were found to be not in compliance
with this law, our post-combination entity could be ordered to make corrections, and under certain serious circumstances, such as severe
data divulgence, we and the post-combination entity could be subject to penalties, including the revocation of our business licenses or
other permits. As a result, we and the post-combination entity may be required to suspend our relevant businesses, shut down our website,
take down our operating applications, or face other penalties, which may materially and adversely affect our business, financial condition,
and results of operations.

 The PRC government may exercise significant
oversight and discretion over the conduct of the post-combination entity's business and may intervene in or influence its operations
at any time, which could result in a material change in its operations and/or the value of our securities. We are also currently not required
to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the China-based Target and the VIE were required to
obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue
listing on a U.S. exchange, which would materially affect the interest of our investors.

 There is no restriction in the
geographic location of targets that we can pursue and we may pursue a Business Combination with a company doing business in China (excluding
any target company whose financial statements are audited by an accounting firm that PCAOB is unable to inspect for two consecutive years
beginning in 2021 and any target company that consolidates financial results of PRC operating entities through a VIE structure in the
PRC instead of direct holdings) and we may pursue a Business Combination with a China-based Target which might require a VIE structure.
We currently do not have any PRC subsidiary or China operation and our management are located outside China. Notwithstanding the foregoing,
the PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Our post-combination entity's ability to operate in China may be harmed by changes in its laws and
regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central
or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would
require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly,
government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally
planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic
conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

 For example, the Chinese cybersecurity
regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that
the company's app be removed from smartphone app stores. On July 24, 2021, the General Office of the Communist Party of China Central
Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework
and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers
and acquisitions, franchise development, and variable interest entities are banned from this sector.

 As such, the post-combination entity's
business segments may be subject to various government and regulatory interference in the provinces in which they operate at any time.
The post-combination entity could be subject to regulation by various political and regulatory entities, including various local and municipal
agencies and government sub-divisions. We and our post-combination entity may incur increased costs necessary to comply with existing
and newly adopted laws and regulations or penalties for any failure to comply, and such compliance or any associated inquiries or investigations
or any other government actions may:

 delay or impede the post-combination entity's development;

 result in negative publicity or increase the post-combination
entity's operating costs;

 require significant management time and attention; and

 subject the post-combination entity to remedies, administrative
penalties and even criminal liabilities that may harm the post-combination entity's business, including fines assessed for its
current or historical operations or demands or orders that it modifies or even cease its business practices.

 As we do not have any operations
in China, given that (a) the CSRC, currently has not issued any definitive rule or interpretation concerning our operations being subject
to the M&A Rules; and (b) our company is a blank check company incorporated in Delaware rather than in China and currently our company
does not own or control any equity interest in any PRC company or operate any business in China, we believe that we are not required to
obtain any licenses or approvals, under applicable PRC laws and regulations, for our operation and while seeking a target for the Business
Combination. Further, according to the Measures for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective
on February 15, 2022, online platform operators holding more than one million users/users' individual information shall be subject
to cybersecurity review before listing abroad. As we are a blank check company and are not involved in the collection of personal data
of at least 1 million users or implicate cybersecurity, we do not believe that we are a "network platform operator(s)", or
subject to the cybersecurity review of the CAC.

 However, applicable PRC laws, regulations,
or interpretations may change, and the relevant PRC government agencies could reach a different conclusion. If the PRC government initiates
an investigations into us or the post-combination entity at any time alleging us violation of cybersecurity laws, anti-monopoly laws,
and securities offering rules in China in connection future business combination, we may have to spend additional resources and incur
additional time delays to comply with the applicable rules, and our business will be affected materially and any such action could cause
the value of our securities to significantly decline or be worthless. There is also possibility that we may not be able to obtain or maintain
such approval or that we inadvertently concluded that such approval was not required. If prior approval was required while we inadvertently
concluded that such approval was not required or if applicable laws and regulations or the interpretation of such were modified to require
us to obtain the approval in the future, we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities.
Further, the promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict
or otherwise may unfavorably impact the ability or way the post-combination entity may conduct its business and could require it to change
certain aspects of its business to ensure compliance, which could decrease demand for its products or services, reduce revenues, increase
costs, require us to obtain more licenses, permits, approvals or certificates, or subject it to additional liabilities. As such, the post-combination
entity's operations could be adversely affected, directly or indirectly, by existing or future PRC laws and regulations relating
to its business or industry, which could result in a material and adverse change in operations, and may cause the value of our or the
post-combination entity's securities significantly decline, or potentially rendering it worthless. As a result, both you and us
face uncertainty about future actions by the PRC government that could significantly affect and may completely hinder our ability to offer
or continue to offer securities to investors and cause the value of our or the post-combination entity's securities to significantly
decline or be worthless.

 PRC laws and regulations governing our post-combination
entity's business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability
to operate profitably.

 There are substantial uncertainties
regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing
our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations
are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty.
The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may
be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner
different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses
may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have
on our post-combination entity's business.

 The PRC legal system is a civil
law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for
reference but have limited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues
to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations
and rules involves uncertainties.

 In 1979, the PRC government began
to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation
over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However,
China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects
of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties.
Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual
terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy.
These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or
tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts
to extract payments or benefits from us.

 Furthermore, the PRC legal system
is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive
effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition,
any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management
attention.

 From time to time, our post-combination
entity may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court
authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to
evaluate the outcome of administrative and court proceedings and the level of legal protection our post-combination entity enjoys than
in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of
which are not published in a timely manner or at all) that may have retroactive effect. As a result, we and our post-combination entity
may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty
over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond
to changes in the regulatory environment in China could materially and adversely affect our business and impede our post-combination entity's
ability to continue its operations.

 Changes in the policies, regulations, rules,
and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact upon our
ability to operate in the PRC.

 Our post-combination entity may
conduct most of its operations and generate most of its revenue in the PRC. Accordingly, economic, political and legal developments in
the PRC will significantly affect our post-combination entity's business, financial condition, results of operations and prospects.
Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects on economic conditions in
the PRC and the ability of businesses to operate profitably. Our post-combination entity's ability to operate profitably in the
PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations or their interpretation,
particularly those dealing with the Internet, including censorship and other restriction on material which can be transmitted over the
Internet, security, intellectual property, money laundering, taxation and other laws that affect our post-combination entity's ability
to operate its business.

 Any actions by the PRC government
to exert more oversight and control over offerings (including businesses whose primary operations are in Hong Kong) that are conducted
overseas and/or foreign investments in PRC-based issuers could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

 The PRC government may intervene or influence
the China-based Target's business operations at any time or may exert more control over offerings conducted overseas and/or foreign
investment in China based issuers, which could result in a material change in the China-based Target's business operations post
Business Combination and/or the value of our securities. Additionally, the governmental and regulatory interference could significantly
limit or completely hinder our ability to offer or continue to offer securities to investors post Business Combination and cause the value
of such securities to significantly decline or be worthless.

 Statements by the PRC government
have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in
China-based issuers. On December 28, 2021, the CAC, jointly with 12 departments under the State Council, promulgated the Measures for
Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical
information infrastructure purchasing network products and services, and data processors carrying out data processing activities that
affect or may affect national security, shall conduct cyber security review. An operator, including operators of critical information
infrastructure and data processors, who controls more than 1 million users' personal information must report to the Cyber Security
Review Office for a cybersecurity review if it intends to be listed in a foreign country.

 We may pursue a Business Combination
with a China-based Target. Therefore, it is uncertain whether such China-based Target will be involved in the collection of user data,
implicate cybersecurity, or involve any other type of restricted industry. Based on our understanding of currently applicable PRC laws
and regulations, our registered public offering in the U.S. is not subject to the review or prior approval of the CAC or the CSRC. Uncertainties
still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future
action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review
by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and could cause the value of such securities to significantly decline or be worthless. In addition, if we were to attempt to complete
a business combination with a company that was subject to CAC or CSRC regulations, the CAC or CSRC could not provide approval for the
transaction and prevent us from completing a Business Combination, which would result in our expending significant costs without being
able to complete a Business Combination.

 China Securities Regulatory Commission and other
PRC government agencies may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based
issuers. If we seek to enter into a Business Combination with a China-based Target, additional compliance procedures may be required in
connection with future offerings of our securities and our business combination process, and, if required, we cannot predict whether we
will be able to obtain such approval. As a result, both you and us face uncertainty about future actions by the PRC government that could
significantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly
decline or be worthless.

 On July 6, 2021, the General Office
of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down
on illegal activities in the securities market and promote the high-quality development of the capital markets, which, among other things,
requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance
supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the
PRC securities laws. Uncertainties still exist in relation to how soon legislative or administrative regulation making bodies will respond
and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any,
and the potential impact such modified or new laws and regulations will have on our future business combination with a company with major
operation in China. In addition, given recent statements by the Chinese government indicating an intent to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers, the CSRC and other PRC government agencies
may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. Additional
compliance procedures may be required in connection with our operations and our business combination process, and, if required, we cannot
predict whether we will be able to obtain such approval. As a result, both you and us face uncertainty about future actions by the PRC
government that could significantly affect our ability to operate, effect an initial business combination and may cause the value of our
securities to significantly decline or be worthless.

 We believe that the approval of the China Securities
Regulatory Commission is not required

 As a blank check company incorporated
in Delaware rather than in China and currently our company does not own or control any equity interest in any PRC company or operate any
business in China, we did not generate any revenue or profit nor have any asset in China or from any operation in China as documented
in our audited consolidated financial statements for the fiscal year ended in March 31, 2025. As a result, we believe that we do not meet
the criteria of a domestic company in the PRC as set forth in New Administrative Rules Regarding Overseas Listings. In addition, as we
are a blank check company and are not involved in the collection of personal data of at least 1 million users or implicate cybersecurity,
we do not believe that we are a "network platform operator(s)", or subject to the cybersecurity review of the CAC, nor subject
to Confidentiality and Archives Administration Provisions for the offering.

 Notwithstanding the above, since
the New Administrative Rules Regarding Overseas Listings and the Confidentiality and Archives Administration Provisions are newly promulgated,
and the interpretation and implementation thereof involves uncertainties. If it is determined in the future that the approval of the CSRC,
the CAC or any other regulatory authority is required, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies, or
these regulatory agencies may take other actions that could have a material adverse effect on our business as well as the trading price
of our securities. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain
their approvals for the offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established
to obtain such a waiver. These governmental authorities may delay a potential Business Combination, impose fines and penalties, limit
our operations in China, or take other actions that could result in our inability to consummate a Business Combination with a China-based
Target, or materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as
the trading price of our securities or the continued listing on a U.S. exchange. Any changes in PRC law, regulations, or interpretations
may severely affect our operations and searching for a target to consummate a Business Combination. The use of the term "operate"
and "operations" includes the process of searching for a target business and conducting related activities. To that extent,
we may not be able to conduct the process of searching of a potential target company in China.

 If we decide to consummate our
Business Combination with a China-based Target through its subsidiaries and VIEs, as applicable, we might be subject to relevant requirements
to obtain applicable licenses from PRC governmental authorities under relevant PRC laws and regulations.

 In the event we successfully consummated
a Business Combination with a China-based Target, we will be subject to restrictions on dividend payments following consummation of our
Business Combination.

 If we consummate our Business Combination
with a China-based Target, we may rely on dividends and other distributions from our operating company to provide us with cash flow and
to meet our other obligations. Current regulations in China would permit our operating company in China to pay dividends to us only out
of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition,
the post-combination entity's operating company in China will be required to set aside at least 10% (up to an aggregate amount equal
to half of its registered capital) of its accumulated profits each year. Such cash reserve may not be distributed as cash dividends. In
addition, if the post-combination entity's operating company in China incurs debt on its own behalf in the future, the instruments
governing the debt may restrict its ability to pay dividends or make other payments to us.

 If we make equity compensation grants to persons
who are PRC citizens, they may be required to register with the SAFE. We may also face regulatory uncertainties that could restrict our
ability to adopt equity compensation plans for our directors and employees and other parties under PRC laws.

 On April 6, 2007, SAFE issued the
"Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock Ownership Plan or Stock Option
Plan of An Overseas Listed Company, also known as "Circular 78." It is not clear whether Circular 78 covers all forms of equity
compensation plans or only those which provide for the granting of shares options. For any plans which are so covered and are adopted
by a non-PRC listed company, such as our company, after April 6, 2007, Circular 78 requires all participants who are PRC citizens to register
with and obtain approvals from SAFE prior to their participation in the plan. In addition, Circular 78 also requires PRC citizens to register
with SAFE and make the necessary applications and filings if they participated in an overseas listed company's covered equity compensation
plan prior to April 6, 2007. We believe that the registration and approval requirements contemplated in Circular 78 will be burdensome
and time consuming.

 Upon consummation of Business Combination
with a China-based Target, we may adopt an equity incentive plan and make shares option grants under the plan to our officers, directors
and employees, whom may be PRC citizens and be required to register with SAFE. If it is determined that any of our equity compensation
plans are subject to Circular 78, failure to comply with such provisions may subject us and participants of our equity incentive plan
who are PRC citizens to fines and legal sanctions and prevent us from being able to grant equity compensation to our PRC employees. In
that case, our ability to compensate our employees and directors through equity compensation would be hindered and our business operations
may be adversely affected.

 Enhanced scrutiny over acquisition transactions
by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

 The PRC tax authorities have enhanced
their scrutiny over the direct or indirect transfer of certain taxable assets, including, in particular, equity interests in a PRC resident
enterprise, by a non-resident enterprise by promulgating and implementing SAT Circular 59 and Circular 698, which became effective in
January 2008, and a Circular 7 in replacement of some of the existing rules in Circular 698, which became effective in February 2015.

 Under Circular 698, where a non-resident
enterprise conducts an "indirect transfer" by transferring the equity interests of a PRC "resident enterprise"
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may
be subject to PRC corporate income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable
commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular
698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related
parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable
income of the transaction.

 In February 2015, the SAT issued
Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that is significantly
different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular
698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding
company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced
safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Circular 7 also
brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable
assets. Where a non-resident enterprise conducts an "indirect transfer" by transferring the taxable assets indirectly by disposing
of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC
entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer. Using a "substance
over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable
commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such
indirect transfer may be subject to PRC corporate income tax, and the transferee or other person who is obligated to pay for the transfer
is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.

 We may face uncertainties on the
reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer
of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises
with respect to a filing or the transferees with respect to withholding obligation, and request our PRC subsidiaries to assist in the
filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or
being taxed, under Circular 59 or Circular 698 and Circular 7, and may be required to expend valuable resources to comply with Circular
59, Circular 698 and Circular 7 or to establish that we and our non-resident enterprises should not be taxed under these circulars, which
may have a material adverse effect on our financial condition and results of operations.

 The PRC tax authorities have the
discretion under SAT Circular 59, Circular 698 and Circular 7 to make adjustments to the taxable capital gains based on the difference
between the fair value of the taxable assets transferred and the cost of investment. If we are considered a non-resident enterprise under
the PRC corporate income tax law and if the PRC tax authorities make adjustments to the taxable income of the transactions under SAT Circular
59 or Circular 698 and Circular 7, our income tax costs associated with such potential acquisitions will be increased, which may have
an adverse effect on our financial condition and results of operations.

 China's economic, political and social
conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business
or Business Combination.

 If we effect our Business Combination
with a China-based Target, a substantial portion of our operations may be conducted in China, and a significant portion of our net revenues
may be derived from customers where the contracting entity is located in China. Accordingly, our business, financial condition, results
of operations, prospects and any potential Business Combination and certain transactions we may undertake may be subject, to a significant
extent, to economic, political and legal developments in China. For example, changes in the cybersecurity regulations in China that would
require certain Chinese technology firms to undergo a cybersecurity review before being allowed to list on foreign exchanges, this may
have the effect of further narrowing the list of potential businesses in China's consumer, technology and mobility sectors that
we intend to focus on for our Business Combination or the ability of the combined entity to list in the United States.

 China's economy differs from
the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth
rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past two
to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand for target services and
products depends, in large part, on economic conditions in China. Any slowdown in China's economic growth may cause our potential
customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our net revenues.

 Although China's economy
has been transitioning from a planned economy to a more market oriented economy since the late 1970s, the PRC government continues to
play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant
control over China's economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated
obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these
policies, laws and regulations could adversely affect the economy in China and could have a material adverse effect on our business.

 The PRC government has implemented
various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources.
However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have
a negative effect on us. China's social and political conditions may change and become unstable. Any sudden changes to China's
political system or the occurrence of widespread social unrest could have a material adverse effect on our combined business and results
of operations.

 Governmental control of currency conversion
may affect the value of your investment.

 If we complete a Business Combination
with a China-based Target with substantially all of its revenues in RMB, the post-combination entity will be subject to the PRC's
rules and regulations on currency conversion. In the PRC, In the PRC, the SAFE regulates the conversion of the Renminbi into foreign currencies.
The PRC government may impose controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.
Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments
and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with
certain procedural requirements. Under existing exchange restrictions, without prior approval of SAFE, cash generated from PRC subsidiaries
in China may be used to pay dividends. However, approval from or registration with appropriate government authorities is required where
RMBs are to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated
in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions
in the future. If the foreign exchange control system prevents the post-combination entity from obtaining sufficient foreign currencies
to satisfy its foreign currency demands, it may not pay dividends in foreign currencies to its shareholders. Therefore, we may experience
difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from
our post-combination entity's profits, if any. If subsidiaries of our post-combination organization in the PRC incur debt on their
own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. Under the VIE
structure, current PRC regulations permit a VIE to pay dividends to its holding company only out of its accumulated profits, if any, determined
in accordance with Chinese accounting standards and regulations.

 Furthermore, if we complete a Business
Combination with a China-based Target via VIE Agreements and we are unable to receive all of the revenues from our operations through
the current VIE Agreements, we may be unable to pay dividends on our common stock. Cash dividends, if any, on our common stock will be
paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes after the Business Combination, any dividends
we pay to our overseas stockholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a
rate of up to 10.0%. In order for us to pay dividends to our stockholders, we will rely on payments made from our post-combination subsidiaries,
either directly controlled by us or indirectly controlled by us via VIE Agreements. Under the VIE structure, a holding company will highly
rely on the VIE Agreements between it and the VIE to distribute earnings and settle amounts owed under the VIE agreements, while we cannot
guarantee the PRC governments will allow such arrangement.

 In addition, the PRC laws or regulations
may impact the cash flows associated with our Business Combination, including stockholder redemption rights. For example, if any PRC government
actions cause a significant delay in our ability to consummate our Business Combination, we might be required to seek stockholder approval
to amend our amended and restated certificate of incorporation in order to extend the time period to complete our Business Combination,
which approval may not be received. However, the funds held in our trust account are not held in China, they are held in U.S. dollars
in the United States with Continental Stock Transfer & Trust Company and therefore, we believe that shareholder redemption rights
would not be impacted.

 PRC regulatory authorities could
impose further restrictions on the convertibility of RMBs. Any future restrictions on currency exchanges may limit our ability to use
the proceeds of the IPO in a Business Combination with a China-Based Target and the use of our cash flow for the distribution of dividends
to our stockholder or to fund operations we may have outside of the PRC.

 If we become directly subject to the recent
scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate
and resolve the matter which could harm our business operations, process of searching for a target to consummate a Business Combination
and our reputation and could result in a loss of your investment in our securities, especially if such matter cannot be addressed and
resolved favorably.

 Recently, U.S. public companies
that have substantially all of their operations in China, have been subject to intense scrutiny, criticism and negative publicity by investors,
financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around
financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance
policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative
publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become
virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal
and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity
will have on us if we target a PRC company with respect to the Business Combination. If we become the subject of any unfavorable allegations,
whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations
and/or defend the company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless,
we will be severely hampered and your investment in our securities could be rendered worthless.

 Trading in our securities may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate the auditor of
the combined company. In that case, our securities may be prohibited from being traded on a national securities exchange or in the over
the counter trading market in the U.S., which may materially and adversely affect the value of your investment. Additionally, the inability
of the PCAOB to conduct inspections may deprive our investors with the benefits of such inspections.

 On December 15, 2022, the PCAOB
determined that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong and voted to vacate its December 2021 determinations to the contrary. To ensure ongoing access for inspections and
investigations, the PCAOB will determine annually whether it can inspect and investigate completely audit firms in mainland China and
Hong Kong. Notwithstanding, the PCAOB has also identified numerous deficiencies at audit firms in mainland China and Hong Kong, as has
been the case in other jurisdictions in the first year of PCAOB inspection. The PCAOB intends to release inspection reports in the first
half of next year detailing findings from their inspections of these audit firms.

 An auditor and its audit work in
the PRC may not be inspected fully by the PCAOB. Inspections of other auditors conducted by the PCAOB outside China have at times identified
deficiencies in those auditors' audit procedures and quality control procedures, which may be addressed as part of the inspection
process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in China prevents the PCAOB from regularly
evaluating the PRC auditor's audits and its quality control procedures.

 Further, future developments in
U.S. laws may restrict our ability or willingness to complete certain business combinations with companies. For instance, the recently
enacted Holding Foreign Companies Accountable Act (the " HFCA Act ") would restrict our ability to consummate a Business
Combination with a target business unless that business met certain standards of the PCAOB and would require delisting of a company from
U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for two consecutive years. The HFCA Act
also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically,
those based in China. Furthermore, the documentation we may be required to submit to the SEC proving certain beneficial ownership requirements
and establishing that we are not owned or controlled by a foreign government in the event that we use a foreign public accounting firm
not subject to inspection by the PCAOB or where the PCAOB is unable to completely inspect or investigate our accounting practices or financial
statements because of a position taken by an authority in the foreign jurisdiction could be onerous and time consuming to prepare. The
HFCAA mandates the SEC to identify issuers of SEC-registered securities whose audited financial reports are prepared by an accounting
firm that the PCAOB is unable to inspect due to restrictions imposed by an authority in the foreign jurisdiction where the audits are
performed. If such identified issuer's auditor cannot be inspected by the PCAOB for two consecutive years, the trading of such issuer's
securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

 On November 5, 2021, the SEC approved
the PCAOB's Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework
for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered
public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

 On December 2, 2021, the SEC issued
amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act.
The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public
accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position
taken by an authority in foreign jurisdictions.

 Pursuant to the HFCA Act, the PCAOB
issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered
public accounting firms headquartered in (1) mainland China of the PRC because of positions taken Chinese authorities in those jurisdictions.
The PCAOB made its determination pursuant to its Rule 6100, which provides the framework for how the PCAOB fulfils its responsibilities
under the HFCA Act. In addition, the PCAOB's report identified the specific registered public accounting firms which are subject
to PCAOB's determination that it is unable to inspect or investigate completely registered public accounting firms headquartered
in China.

 On August 26, 2022, the PCAOB signed
a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, taking the first step
toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and
Hong Kong completely, consistent with U.S. law. The Statement of Protocol gives the PCAOB sole discretion to select the firms, audit engagements
and potential violations it inspects and investigates and put in place procedures for PCAOB inspectors and investigators to view complete
audit work papers with all information included and for the PCAOB to retain information as needed. In addition, the Statement of Protocol
grants the PCAOB direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.
Nevertheless, uncertainties still exist as to how the Statement of Protocol will be implemented and whether the applicable parties will
comply with the framework. More than 30 PCAOB staff members conducted on-site inspections and investigations in Hong Kong, reviewing thousands
of pages of documents, conducting interviews and taking testimony over a nine-week period from September to November 2022.

 On December 15, 2022, the PCAOB
determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered
in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct
or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB will consider the need to issue a new determination.
On December 29, 2022, the AHFCAA was signed into law to amend the HFCAA by requiring the SEC to prohibit an issuer's securities
from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.
Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor
of a China-based Target because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause
the securities of the combined company to be delisted from the stock exchange.

 Notwithstanding the foregoing,
in the event that we decide to consummate our Business Combination with a China-based Target, if there is any regulatory change which
prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the PCAOB for inspection
or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined company is subject
to the HFCA Act, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or
restriction to our access to the U.S. capital markets and trading of our securities on a national securities exchange or in the over-the-counter
trading market in the U.S. may be prohibited, under the HFCA Act and could cause us to fail to be in compliance with U.S. securities laws
and regulations,. If our securities are delisted and prohibited from being traded on a national securities exchange or in the over the
counter trading market in the U.S. due to the PCAOB not being able to conduct inspections or full investigations of our auditor, it would
substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with
potential delisting and prohibition would have a negative impact on the price of our securities. Also, such delisting and prohibition
could significantly affect the Company's ability to raise capital on acceptable terms, or at all, which would have a material adverse
effect on the Company's business, financial condition and prospects. Any of these actions, or uncertainties in the market about
the possibility of such actions, could adversely affect our prospects to successfully complete a business combination with a China-based
company, our access to the U.S. capital markets and the price of our shares.

 The SEC has adopted final rules
to implement the HFCA Act and may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection.
For example, on August 6, 2020, the President's Working Group on Financial Markets, or the PWG, issued the Report on Protecting
United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended
the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to
fulfill its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However,
some of the recommendations were more stringent than the HFCA Act. For example, if a company was not subject to PCAOB inspection, the
report recommended that the transition period before a company would be delisted would end on January 1, 2022.

 The SEC's final rules to
implement the HFCA Act require the SEC to identify registrants having filed an annual report with an audit report issued by a registered
public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or investigate and require such issuers
to submit documentation that, if true, it is not owned or controlled by a governmental entity in the public accounting firm's foreign
jurisdiction. The amendments also require foreign issuers to provide certain additional disclosures in its annual report for itself and
any of its consolidated foreign operating entities and provides notice regarding the procedures the SEC has established to identify issuers
and to impose trading prohibitions on the securities of such issuers as required by the HFCA Act. The SEC has also announced amendments
to various annual report forms to accommodate the certification and disclosure requirements of the HFCA Act. There could be additional
regulatory or legislative requirements or guidance that could impact us if our auditor is not subject to PCAOB inspection. The implications
of these possible regulations in addition to the requirements of the HFCA Act are uncertain, and such uncertainty could cause the market
price of our securities to be materially and adversely affected. If, for whatever reason, the PCAOB is unable to conduct inspections or
full investigations of the auditor of the combined company, the Company could be delisted or prohibited from being traded over the counter
earlier than would be required by the HFCA Act. If our securities are unable to be listed on another securities exchange or is prohibited
from trading over the counter, such delisting and prohibition would substantially impair your ability to sell or purchase our securities
when you wish to do so, and the risk and uncertainty associated with potential delisting and prohibition would have a negative impact
on the price of our securities. Also, such delisting and prohibition could significantly affect the Company's ability to raise capital
on acceptable terms, or at all, which would have a material adverse effect on the Company's business, financial condition and prospects.

 Inspections of audit firms that
the PCAOB has conducted have identified deficiencies in those firms' audit procedures and quality control procedures, which may
be addressed as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct inspections or full
investigations of the Company's auditor, investors in our securities would be deprived of the benefits of such PCAOB inspections.
In addition, the inability of the PCAOB to conduct inspections or full investigations of auditors would may make it more difficult to
evaluate the effectiveness of the Company's independent registered public accounting firm's audit procedures or quality control
procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in our
stock to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial statements.

 Future developments in respect
of increase U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative
process and the regulatory developments are subject to the rule-making process and other administrative procedures. Additionally, other
developments in U.S. laws and regulatory environment, including but not limited to executive orders such as Executive Order (E.O.) 13959,
"Addressing the Threat from Securities Investments That Finance Communist Chinese Military Companies," may further restrict
our ability to complete a Business Combination with certain China-based businesses.

 Other PRC governmental authorities may take
the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses
or persons or a Business Combination with a target business based in and primarily operating in China.

 The Regulations on Mergers and
Acquisitions of Domestic Companies by Foreign Investors (the " M&A Rules "), adopted by six PRC regulatory agencies
in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities
in a PRC company to obtain the approval of the China Securities Regulatory Commission (the " CSRC ") prior to the listing
and trading of such special purpose vehicle's securities on an overseas stock exchange. The scope of the M&A Rules covers two
types of transactions: (a) equity deals where the acquisition by a foreign investor, i.e., the offshore special purpose vehicle, of equity
in a "PRC domestic company," and (b) asset deals where the acquisition by an offshore special purpose vehicle of the assets
of a "PRC domestic company." Neither the equity deals or the asset deals will be involved in our Business Combination process
with a China-based target for the reason that the offshore special purpose vehicle of such China-based target directly holds shares through
the wholly foreign owned enterprise(s) or WFOE, which are established by means of direct investment rather than by equity deals or asset
deals under the M&A Rules. To date, the CSRC has not issued any definitive rules or interpretations concerning whether offerings such
as the indirect listing of a China-based entity as part of the business combination are subject to the CSRC approval procedures under
the M&A Rules. Substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose
vehicles. It is possible that we may need to obtain approvals or permissions from CSRC in order for us to complete a Business Combination
with a China-based target pursuant to the M&A Rules. If we are required to obtain such approvals, we cannot assure we will be able
to receive them in a timely manner, or at all.

 Moreover, except for emphasizing
the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas
listings by Chinese companies, the Opinions, which was made available to the public on July 6, 2021, also provides that the State Council
will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties
of domestic regulatory authorities.

 On February 17, 2023, the CSRC
issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the " Trial Administrative
Measures ") and relevant supporting guidelines (collectively, the " New Administrative Rules Regarding Overseas Listings "),
which came into effect since March 31, 2023. According to the New Administrative Rules Regarding Overseas Listings, among other things,
a domestic company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the
CSRC as per requirement of the Trial Administrative Measures. On February 24, 2023, the CSRC promulgated the Provisions on Strengthening
Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the " Confidentiality
and Archives Administration Provisions "), which also became effective on March 31, 2023. The Confidentiality and Archives Administration
Provisions set out rules, requirements and procedures relating to provision of documents, materials and accounting archives for securities
companies, securities service providers, overseas regulators and other entities and individuals in connection with overseas offering and
listing, including without limitation to, domestic companies that carry out overseas offering and listing (either in direct or indirect
means) and the securities companies and securities service providers (either incorporated domestically or overseas) that undertake relevant
businesses shall not leak any state secret and working secret of government agencies, or harm national security and public interest, and
a domestic company shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department
at the same level, if it plans to, either directly or through its overseas listed entity, publicly disclose or provide any documents and
materials that contain state secrets or working secrets of government agencies. Since the New Administrative Rules Regarding Overseas
Listings and the Confidentiality and Archives Administration Provisions are newly promulgated, and the interpretation and implementation
thereof involves uncertainties, we cannot assure that we will be able to complete the relevant filings in a timely manner or fulfil all
the regulatory requirements thereunder if we acquire a China-based Target, and it is highly uncertain how new laws or regulations or detailed
implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations
will have on our capability to acquire or merge with a company with major operations in China, and post-combined company's ability
to conduct its business, accept foreign investments or list on an U.S. exchange or other foreign exchange.

 On December 27, 2021, the NDRC
and the MOFCOM promulgated Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021 Version), effective
as of January 1, 2022 (the " Negative List "). Compared to the previous version, there are no specific industries added
to the list but it for the first time declares China's jurisdiction over (and detailed regulatory requirements on) overseas listings
made by Chinese businesses in the so-called "Prohibited Industries." According to Article 6 of the Negative List, domestic
enterprises engaging in businesses in which foreign investment is prohibited shall obtain approval from the relevant authorities before
offering and listing their shares on an overseas stock exchange. In addition, certain foreign investors shall not be involved in the operation
or management of the relevant enterprise, and shareholding percentage restrictions under relevant domestic securities investment management
regulations shall apply to such foreign investors. The intended scope of such jurisdiction was further clarified by NDRC officials on
a press conference held on January 18, 2022.

 In the event that we were to determine
to engage in a Business Combination with a China-based or operating business we would be subject to restrictions on the use of our cash
obtained from our Business Combination with a China-based or operating business as described under " PRC regulation of loans to
and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent
us from using the proceeds it receives from offshore financing activities to make loans to or make additional capital contributions to
any PRC subsidiaries, which could materially and adversely affect our liquidity and its ability to fund and expand business ".
However, we do not believe we are currently subject to PRC law or regulation, including those PRC laws and regulation which affect our
cash flow, including our ability to effect the redemption rights of our shareholders in connection with a Business Combination. We note
that the funds held in trust to effect any such redemption are held outside of China and, in any event, we are not aware of any PRC law
or regulation that would prevent us from making redemption payments to our shareholders.

 Our company is a blank check company
incorporated under the U.S. laws. We currently do not hold any equity interest in any PRC company or operate any business in China. Therefore,
we believe that we are not required to obtain any permission from any PRC governmental authorities to operate our business as currently
conducted. If we decide to consummate our Business Combination with a target business based in and primarily operating in China, the combined
company's business operations in China through its subsidiaries, as applicable, are subject to relevant requirements to obtain applicable
licenses from PRC governmental authorities under relevant PRC laws and regulations.

 Uncertainties in the interpretation and enforcement
of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could
limit the legal protection available to you and us.

 The PRC legal system is based on
written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s,
the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The legislation
over the past three decades has significantly increased the protection afforded to various forms of foreign or private-sector investment
in China. Any future PRC subsidiary and or affiliated VIEs is subject to various PRC laws and regulations generally applicable to companies
in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations
of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involve uncertainties.

 From time to time, we may have
to resort to administrative and court proceedings to enforce our legal rights. Since PRC administrative and court authorities have significant
discretion in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate the outcome
of administrative and court proceedings and the level of legal protection we enjoy in the PRC legal system than in more developed legal
systems. Furthermore, the PRC legal system is based in part on government policies, internal rules, and regulations that may have retroactive
effect and may change quickly with little advance notice. As a result, we may not be aware of our violation of these policies and rules
until sometime after the violation. Such uncertainties, including uncertainties over the scope and effect of our contractual, property
(including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment in China
could materially and adversely affect our business and impede our ability to continue our operations.

 You may experience difficulties in effecting
service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management based on foreign laws.
It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

 The recognition and enforcement
of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance
with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made
or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the
U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures
Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates
the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what
basis a PRC court would enforce a judgment rendered by a court in the U.S.

 It may also be difficult for you
or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal
and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect
to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another
country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory
authorities in the U.S. may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 77
of the PRC Securities Law, or (the " Article 177 ") which became effective in March 2020, no overseas securities regulator
is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides
that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign
agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent departments of the
PRC State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability
for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase
difficulties faced by you in protecting your interests.

 PRC regulation of loans to and direct investment
in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds
it receives from offshore financing activities to make loans to or make additional capital contributions to any PRC subsidiaries, which
could materially and adversely affect our liquidity and its ability to fund and expand business.

 Following a Business Combination
with one or more PRC based entities, any transfer of funds by us to any PRC subsidiaries, either as a shareholder loan or as an increase
in registered capital, is subject to approval by or registration or filing with relevant governmental authorities in China. According
to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC subsidiaries are subject to the
approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE. In addition,
(i) any foreign loan procured by PRC subsidiaries is required to be registered with SAFE or its local branches or filed with SAFE in its
information system; and (ii) PRC subsidiaries may not procure loans which exceed the difference between their total investment amount
and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the
People's Bank of China Notice No. 9 (" PBOC Notice No. 9 "). Any medium- or long-term loan to be provided by us
or our affiliated entities, if any, to our PRC subsidiary must be registered with the National Development and Reform Commission and SAFE
or its local branches. We may not be able to obtain these government approvals or complete such registrations on a timely basis, if at
all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries. If we fail to receive such approvals
or complete such registration or filing, our ability to capitalize on PRC operations may be negatively affected, which could adversely
affect our liquidity and ability to fund and expand our businesses.

 The Circular on Reforming the Administration
of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1, 2015, as amended
by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange
Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows certain entities to settle their foreign
exchange capital at their discretion, but continues to prohibit them from using the Renminbi fund converted from their foreign exchange
capitals for expenditure beyond their business scopes, and also prohibit such PRC based entities from using such Renminbi fund to provide
loans to persons other than affiliates unless otherwise permitted under its business scope. As a result, SAFE Circular 19 and SAFE Circular
16 may significantly limit our future ability to use Renminbi converted from the net proceeds from our offshore financing activities to
fund the establishment of new entities in China by us or their subsidiaries, to invest in or acquire any other PRC companies through any
future PRC subsidiaries in China, which may adversely affect our business, financial condition and results of operations.

 Uncertainties with respect to the PRC legal
system could adversely affect us.

 If we consummate a Business Combination
with a China-based Target, it will be governed by PRC laws and regulations. PRC companies and VIEs are generally subject to laws and regulations
applicable to foreign investments in China and, in particular, laws and regulations applicable to wholly foreign-owned enterprises. The
PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential value.

 Since 1979, PRC legislation and
regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has
not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic
activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published
decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition,
the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or
at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime
after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources
and management attention.

 PRC regulation of loans and direct
investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of the IPO to make loans or additional
capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand
our business.

 Any loans to PRC subsidiaries are
subject to PRC regulations. For example, loans by us to subsidiaries in China, which are foreign invested entities (" FIEs "),
to finance their activities cannot exceed statutory limits and must be registered with SAFE. On March 30, 2015, SAFE promulgated Hui Fa
[2015] No.19, a notice regulating the conversion by a foreign-invested company of foreign currency into RMB. The foreign exchange capital,
for which the monetary contribution has been confirmed by the foreign exchange authorities (or for which the monetary contribution has
been registered for account entry) in the capital account of a foreign-invested enterprise may be settled at a bank as required by the
enterprise's actual management needs. Foreign-invested enterprises with investment as their main business (including foreign-oriented
companies, foreign-invested venture capital enterprises and foreign-invested equity investment enterprises) are allowed to, under the
premise of authenticity and compliance of their domestic investment projects, carry out based on their actual investment scales direct
settlement of foreign exchange capital or transfer the RMB funds in the foreign exchange settlement account for pending payment to the
invested enterprises' accounts.

 On May 10, 2013, SAFE released
Circular 21, which came into effect on May 13, 2013. According to Circular 21, SAFE has simplified the foreign exchange administration
procedures with respect to the registration, account openings and conversions, settlements of FDI-related foreign exchange, as well as
fund remittances.

 Circular 21 may significantly limit
our ability to convert, transfer and use the net proceeds from the IPO and any offering of additional equity securities in China, which
may adversely affect our liquidity and the combined company's ability to fund and expand its business in the PRC.

 We may also decide to finance the
subsidiaries of our post-combination entity by means of capital contributions. These capital contributions must be approved by MOFCOM
or its local counterpart, which usually takes no more than 30 working days to complete. We may not be able to obtain these government
approvals on a timely basis, if at all, with respect to future capital contributions by us to the VIE's subsidiaries. If we fail
to receive such approvals, we will not be able to capitalize our PRC operations, which could adversely affect our liquidity and our ability
to fund and expand our business.

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

 As of March 31, 2025, the
Company had $241,548 in cash outside of the Trust Account, and a working capital deficit of $6,796,725. Further, the Company has incurred
and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant expenses
in connection with our initial business combination activities. Management's plans to address any need for additional capital are
discussed in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot
assure you that our plans to raise capital or to consummate an initial business combination will be successful. 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, if the Company is unable to complete a business combination by August 2, 2025 (or January 2, 2027, if
it exercises its option to extend the date to consummate a business combination), the Company's board of directors would proceed
to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company's plans
to consummate a business combination will be successful within the Combination Period. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern. The financial statements contained elsewhere in this Form 10-K
do not include any adjustments that might result from the outcome of this uncertainty.

 Attractive targets may be more scarce, and the
competition for these targets could intensify. This could increase the cost of our initial business combination and it could even result
in our inability to find a target or to consummate an initial business combination.

 Competition for available targets
with strong fundamentals or business models could remain or increase. This heightened competition may lead target companies to demand
improved financial terms. Attractive targets could also become more scarce for other reasons, such as downturns in the economy or specific
industries, geopolitical tensions, or increases in the cost of capital required to close business combinations or operate post-business
combination. These factors could increase the cost, delay, or complicate our ability to find and consummate an initial business combination,
and may result in our inability to consummate a business combination on terms favorable to our shareholders.

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

 The Buyer, JC Unify Capital (Holdings)
Limited, is a limited liability company incorporated in British Virgin Islands, is controlled by Yu-Fang Chiu, an individual who resides
in and is a citizen of Taiwan (R.O.C.). We are therefore likely considered a "foreign person" under the regulations administered
by CFIUS and will continue to be considered as such in the future for so long as the Buyer has the ability to exercise control over us
for purposes of CFIUS's regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review,
the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (" FIRRMA "), to include
certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments
to mandatory filings. If the Business Combination falls within CFIUS's jurisdiction, we may determine that we are required to make
a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying
CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay the Business
Combination, impose conditions to mitigate national security concerns with respect to the Business Combination or order us to divest
all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness
of or prevent us from consummating the Business Combination.

 Moreover, the process of government
review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete the VCI Business Combination. If we fail
to consummate an initial business combination prior to August 2, 2025 (or January 2, 2027, if we exercise our option to extend the date
to consummate a business combination or unless otherwise extended) because the review exceeds such timeframe or because our initial business
combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our
public stockholders may only receive their pro rata share of the funds in the trust account, and our warrants and rights will expire worthless.
This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment
through any price appreciation in the combined company.

 There are no assurances that we will be able
to complete the Business Combination with the Target Group or an initial business combination.

 The Company can provide no
assurances that the Business Combination with the Target Group or any initial business combination will be consummated by August 2, 2025
(or January 2, 2027, if it exercises its option to extend the date to consummate a business combination). Our ability to consummate an
initial business combination is dependent on a variety of factors, many of which are beyond our control. The Company expects to seek stockholder
approval of any initial business combination following the SEC declaring a registration statement on Form F-4/S-4 effective, which will
include our preliminary proxy statement/prospectus for the Business Combination with the Target Group (the " Registration Statement ").
We are required to offer public stockholders redemption rights again in connection with any stockholder vote to approve an initial business
combination. Even if an initial business combination is approved by our stockholders, it is possible that redemptions will leave us with
insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate
redemption periods in connection with stockholder votes on any initial business combination could exacerbate these risks. Other than in
connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of
our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to
dispose of our shares at favorable prices, or at all.

 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.

 As described in the risk factor
below entitled " Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure
to comply with any laws, regulations, interpretations or applications may adversely affect our business, including our ability to negotiate
and complete our initial business combination, " the SEC's adopting release on the SPAC Rules included guidance on
the potential for SPACs to be regulated under the Investment Company Act and its associated regulations. Whether a SPAC is an investment
company will be a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure
to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give
no assurance that a claim will not be made that we have been operating as an unregistered investment company.

 If we are deemed to be an investment
company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment
company under the Investment Company Act. Our activities may be restricted, including:

 restrictions
on the nature of our investments; and

 restrictions on the issuance of securities;

 each of which may make it difficult for us to complete
our initial business combination.

 In addition, we may have imposed
upon us burdensome requirements, including:

 registration as an investment company;

 adoption of a specific form of corporate structure; and

 reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

 There is currently uncertainty
concerning the applicability of the Investment Company Act to a special purpose acquisition company, like us, and we may in the future
be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company
for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete a Business Combination and instead be
required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor
operating business, including the potential appreciation in the value of our shares and rights following such a transaction, and our rights
would expire worthless.

 The longer that the funds in
the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities,
the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

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

 We are subject to laws and regulations,
and interpretations and applications of such laws and regulations, of national, regional, state and local governments and applicable non-U.S.
jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and
our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations
and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications.
Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation
and application may also change from time to time, and those changes could have a material adverse effect on our business, including our
ability to negotiate and complete an initial business combination. A failure to comply with applicable laws or regulations, as interpreted
and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business
combination.

 The 2024 SPAC Rules, among other
items, impose additional disclosure requirements in initial public offerings by SPACs and business combination transactions involving
SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving
such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed
in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business
combination transactions; and could impact the extent to which SPACs could become subject to regulation under the Investment Company Act
of 1940. The 2024 SPAC Rules may materially adversely affect our business, including our ability to negotiate and complete, and the costs
associated with, our initial business combination, and results of operations.

 To mitigate the risk that we might
be deemed to be an investment company for purposes of the Investment Company Act, we have instructed Continental, the trustee, to liquidate
the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account
until the earlier of the consummation of an initial business combination or our liquidation. Following the liquidation of investments
in the Trust Account, we receive reduced interest, if any, on the funds held in the Trust Account, which reduces the dollar amount our
public shareholders would receive upon any redemption or liquidation of the Company.

 The funds in the Trust Account
are held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in
U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, the longer
that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in
such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to
liquidate. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section
3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed Continental,
the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the
Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the
earlier of the consummation of our Initial Business Combination or the liquidation of the Company. Following such liquidation, we receive
reduced interest on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still
may be released to us to pay income and other tax obligations owed by IMAQ, if any, and certain other expenses as permitted. As a result,
our decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest
bearing demand deposit at a bank reduces the dollar amount our Public Shareholders would receive upon any redemption or liquidation of
the Company.

 The Company may be affected by the Excise Tax
included in the Inflation Reduction Act of 2022.

 On August 16, 2022, President
Biden signed into law the Inflation Reduction Act of 2022 (the " IR Act "), which, among other things, imposes a 1% excise
tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the " Excise Tax ").
The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation
and our securities were traded on Nasdaq, we will be a "covered corporation" within the meaning of the IR Act. While not free
from doubt, absent any further guidance from the U.S. Department of the Treasury (the " Treasury "), which has been given
authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax
may apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial business
combination, extension vote or otherwise, unless an exemption is available. The Excise Tax would be payable by the Company and not by
the redeeming holders. Generally, issuances of securities by us in connection with an initial business combination transaction (including
any PIPE transaction at the time of an initial business combination), as well as any other issuances of securities not in connection with
our initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in
the same calendar year, but the number of securities redeemed may exceed the number of securities issued.

 Whether and to what extent the
Company would be subject to the Excise Tax in connection with a Business Combination, extension vote or otherwise would depend on a number
of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension
vote or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any "PIPE" or other equity
issuances in connection with a business combination (or otherwise issued not in connection with a Business Combination but issued within
the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. Consequently,
the Excise Tax may make a transaction with us less appealing to potential business combination targets. Finally, based on recently issued
interim guidance from the Internal Revenue Service and Treasury in Notice 2023-2, subject to certain exceptions, the Excise Tax should
not apply in the event of our liquidation.

 Payment of the Excise Tax if the Company is
subject to the Excise Tax.

 We will not be permitted to use
the proceeds placed in the Trust Account and the interest earned thereon to pay any Excise Taxes imposed under the IR Act on the any future
redemptions or stock buybacks by the Company.

 We have not asked our Sponsor
or Buyer to reserve for any excise tax imposed under the IR Act, nor have we independently verified whether our Sponsor or Buyer has sufficient
funds to satisfy any such excise tax payment, and we believe that our Sponsor's and Buyer's only material assets are securities
of the Company. Therefore, we cannot assure you that our Sponsor or Buyer would be able to satisfy any excise tax payments.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C. CYBERSECURITY

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

 ITEM 2. PROPERTIES

 We currently maintain our principal
executive offices at 1221 Brickell Avenue, Miami, FL, and our telephone number is 786-432-7588. We consider our current office space adequate
for our current operations.

 ITEM 3. LEGAL PROCEEDINGS

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

 ITEM 4. MINE SAFETY DISCLOSURES

 Not Applicable.

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

 Our units began to trade on The
Nasdaq Global Market, or Nasdaq, under the symbol "IMAQU" on or about July 29, 2021, and the shares of common stock, rights
and warrants began separate trading on Nasdaq under the symbols "IMAQ," "IMAQR" and "IMAQW," respectively,
on or about August 17, 2021. Units not separated continued to trade on Nasdaq under the symbol "IMAQU", until the Company's
securities were delisted on August 8, 2024. Subsequent to the delisting, the Company's units, common stock, rights and warrants
are now quoted on Over-the-Counter (OTC) markets under the same symbols.

 Holders of Record

 As of March 31, 2025, there were
6,836,594 of our shares of common stock issued and outstanding held by approximately 10 stockholders of record (including shares underlying
units). The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares
of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

 Dividends

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

 Securities Authorized for Issuance Under Equity
Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 Purchases of Equity Securities by the Issuer and
Affiliated Purchasers

 Period

 Total

Number of

(or Units)

Purchased

 Average

Price Paid

Per Share

(or Unit)

 Total

Number of

(or Units)

Purchased

As Part of

Publicly

Announced

Plans or

Programs

 Maximum

Number

(or Approximate

Dollar Value)

of Shares

(or Units)

That May

Yet be

Purchased

Under the

Plans or

Programs

 1/1/25 – 1/31/25

 685,836

 (1)

 $

 11.55per
share

 685,836

 --

 2/1/25 – 2/29/25

 --

 --

 --

 --

 3/1/25 – 3/31/25

 --

 --

 --

 --

 (1)

 In connection with the December 2024 Annual General Meeting, the Company was required to provide its public stockholders with the right to seek redemption of their shares for a pro rata portion of the Trust Account. A total of 685,836 shares were properly redeemed.

 ITEM 6. [RESERVED]

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

 This Annual Report includes "forward-looking
statements" that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including,
without limitation, statements in this "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. Words such as "expect," "believe," "anticipate," "intend,"
"estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking
statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs,
based on information currently available. A number of factors could cause actual events, performance or results to differ materially from
the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could
cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to "Cautionary
Note Regarding Forward-Looking Statements" elsewhere in this Annual Report on Form 10-K. The Company's securities filings
can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,
future events or otherwise.

 Overview

 We are a blank check company incorporated
on January 15, 2021, in Delaware and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report
as our "initial business combination". We intend to effectuate our initial business combination using cash from the proceeds
of our initial public offering (the " Initial Public Offering ") and the private placement of the Private Units (as defined
below), 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 the Initial Public Offering or otherwise), shares issued to the
owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

 The issuance of additional shares
in connection with an initial business combination:

 may significantly dilute the equity interest of our investors who would not have pre-emption rights in respect of any such issuance;

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

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

 may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

 may adversely affect prevailing market prices for our common stock, rights and/or warrants.

 Similarly, if we issue debt securities or
otherwise incur significant debt, it could result in:

 default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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

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

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

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

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

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

 limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

 other purposes and other disadvantages compared to our competitors who have less debt.

 We expect to continue to incur
significant costs in the pursuit of our initial business combination plans. We cannot assure you that our plans to raise capital or to
complete our initial business combination will be successful.

 Recent Developments

 Amendments to Promissory Notes – JC Unify

 On June 28, 2024, the Company
entered into the Amendments to the JC Unify Prior Notes. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right
to convert the Prior Notes into the JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes Conversion Securities
to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities,
the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. The Amendments to the JC Unify
Prior Notes also amended the events of default, so that the failure of the Company to issue JC Unify Prior Notes Conversion Securities
constitutes a failure to make required payments, constituting an event of default.

 The foregoing description of the
Amendments to the JC Unify Prior Notes does not purport to be complete and is qualified in its entirety by the terms and conditions of
the Amendments to the JC Unify Prior Notes, copies of which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, to
the Current Report on Form 8-K filed on July 1, 2024, and incorporated by reference herein.

 Delisting from the Nasdaq

 On July 9, 2024, the Company received
a notice (" Late 10-K Notice ") from the Listing Qualifications Staff of Nasdaq, which states that the Company was not
in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not filed its Annual Report on Form 10-K for the period ended March 31,
2024 with the Securities Exchange Commission. Under Nasdaq rules, the Company has 60 calendar days from the date of the notice to submit
a plan to regain compliance and if Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the filing's
due date to regain compliance.

 On July 30, 2024, the Company
received a notice (" Delisting Notice ") from the Listing Qualifications Staff of Nasdaq, which stated that, unless the
Company timely requests a hearing before the Nasdaq Hearings Panel (the " Panel ") by August 6, 2024 for additional time
to complete a business combination, trading of the Company's securities on The Nasdaq Capital Market would be suspended at the opening
of business on August 8, 2024, due to the Company's non-compliance with Nasdaq IM-5101-2, which requires that a special purpose
acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.

 On August 8, 2024, trading in
the Company's securities was suspended on Nasdaq. The securities are now quoted on Over-the-Counter (OTC) markets under the same
symbols.

 Annual Meeting

 On December 30, 2024, the Company
held its December 2024 Annual Meeting. As approved by its stockholders at the Annual Meeting, the Company filed a certificate of the December
2024 Charter Amendment to its amended and restated certificate of incorporation which became effective upon filing. The December 2024
Charter Amendment extended the deadline by which IMAQ has to consummate an initial business combination for twenty-four (24) additional
one (1) month periods from January 2, 2025 to January 2, 2027 provided that, in connection with each one-month extension, a deposit of
$2,000 is made into the Trust Account established in connection with the Company's initial public offering. Stockholders approved
the Target Amendment Proposal to allow the Company to undertake an initial business combination with any entity with its principal business
operations in China (including Hong Kong and Macau). Stockholders also approved the Director Proposal to elect one Class I director to
the Company's board of directors until the expiration of his or her term or until his or her respective successor has been duly
elected and qualified or until his or her earlier resignation, removal or death. The term of the Class I directors will end at our annual
meeting held in 2028.

 Issuance of Unsecured Promissory Note D

 On March 28, 2025, the Company
issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed
to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly on demand and in any event,
no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible
into the Promissory Note D Conversion Securities, with no fractional Promissory Note D Conversion Securities to be issued upon conversion,
and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest.
The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend
the period of time the Company has to consummate an initial business combination, and for working capital purposes.

 The foregoing description of Promissory
Note D does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note D, a copy of
which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 28, 2025, and incorporated by reference herein.

 Extension Payments

 On April 5, 2024, April 29, 2024,
May 28, 2024, June 25, 2024 and August 5, 2024, September 4, 2024, September 27, 2024, October 28, 2024 and November 27, 2024, the Company
made monthly deposits of $20,000 to the trust account to extend the period of time the Company has to consummate an initial business combination
from January 2, 2024 to January 2, 2025.

 On each of December 30, 2024,
January 24, 2025, March 12, 2025, March 26, 2025, April 23, 2025, May 29, 2025 and June 26, 2025 the Company made a deposit of $2,000 to
the Trust Account to extend the period of time the Company has to consummate an initial business combination from January 2, 2025 to August
2, 2025.

 Amendments
to Promissory Notes – Related Party

 As previously disclosed, the Company
issued four CCM Prior Notes to the Prior Sponsor, the Amended Post-IPO Promissory Note dated as of January 14, 2022 and as amended on
March 29, 2022, the August 2022 Promissory Note dated as of August 10, 2022, the November 2022 Promissory Note dated November 18, 2022,
and the February 2023 Promissory Note dated February 14, 2023.

 On March 11, 2025, the Company
entered into the Amendments to the CCM Promissory Notes with the Prior Sponsor. Pursuant to the Amendments to the CCM Promissory Notes,
the Prior Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common Stock pursuant to the Second Amended Post-IPO Note,
Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note, respectively, which equals to an aggregate of 206,656
Shares of Common Stock after the date on which the Company consummates a Business Combination as final and full settlement of all outstanding
amounts owed under the CCM Prior Notes issued to the Prior Sponsor by the Company, which shall be subject to a 12-month lock-up as described
in the Lock-Up Agreement dated March 11, 2025.

 The
foregoing description of the Amendments to the CCM Promissory Notes does
not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendments
to the CCM Promissory Notes dated March 11, 2025, copies
of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, to the Current Report on Form 8-K filed
on March 14, 2025, and incorporated by reference herein.

 Lock-Up Agreements

 On March 11, 2025, in connection
with the closing of the Securities Purchase Agreement, the Company entered into the Lock-up Agreements with the Prior Sponsor and Ontogeny,
respectively, pursuant to which the Locked-up Parties agree, subject to certain customary exceptions, not to transfer, offer, sell, contract
to sell, pledge or otherwise dispose of any shares of common stock of IMAQ, any shares of common stock of IMAQ received or issuable upon
settlement of restricted share units or the exercise of options or warrants to purchase any shares of common stock of IMAQ, or any securities
convertible into or exercisable or exchangeable for any shares of common stock of IMAQ, in each case, held by, or beneficially owned by,
the Locked-up Parties immediately after the closing of the Business Combination, for a period of 12-month after the closing of the Business

 The
foregoing description of the Lock-Up Agreements do not purport to be complete and are qualified in its entirety by the terms and conditions
of the Lock-Up Agreements dated March 11, 2025, copies of which
are filed as Exhibit 10.5, and Exhibit 10.6, respectively, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated
by reference herein.

 Joinder Agreement

 The Company entered into the Stock
Escrow Agreement on July 28, 2021, with Continental Stock Transfer & Trust Company as the Escrow Agent, and the Initial Stockholders
(as defined in the Stock Escrow Agreement) of the Company.

 On March 11, 2025, the Buyer entered
into the Joinder Agreement with IMAQ and the Escrow Agent, pursuant to which the Buyer agreed to be deemed a party to the Stock Escrow
Agreement, to be bound by, and to comply with the Stock Escrow Agreement as an Initial Stockholder in the same manner as if it was an
original signatory to the Stock Escrow Agreement.

 The
foregoing description of the Joinder Agreement does not purport to be complete and are qualified in its entirety by the terms and conditions
of the Joinder Agreement dated March 11, 2025, a copy of which
is filed as Exhibit 10.7 to the Current Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.

 Termination of Indemnity
Agreements

 Pursuant to Section 1.05(b) of
the 2023 SPA, wherein the Seller must deliver the termination of indemnity agreements of Shibasish Sarkar and Vishwas Joshi as a buyer
closing condition, the Company has entered into the Termination of Indemnity Agreements with each of Shibasish Sarkar and Vishwas Joshi
dated as of March 11, 2025.

 The
foregoing description of the Termination of Indemnity Agreements do not purport to be complete and are qualified in its entirety by the
terms and conditions of the Termination of Indemnity Agreements dated March 11, 2025, copies
of which are filed as Exhibit 10.8, and Exhibit 10.9, respectively, to the Current Report on Form 8-K filed on March 14, 2025, and incorporated
by reference herein.

 Departure of Director or Certain Officers

 On March 11, 2025, the Company
received the resignation of Mr. Shibasish Sarkar as the Chief Executive Officer and as Class I director of the Company's board of
directors effective immediately. Mr. Sarkar's resignation was not the result of any disagreement with the Company or the Board.
Mr. Sarkar was the Chairman of the Board and the principal accounting and financial officer.

 The Board of the Company appointed
Ms. Yu-Fang Chiu to serve as Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, to fill in the vacancy created
by the resignation of Mr. Shibasish Sarkar with effect from March 11, 2025 until the Company's annual meeting to be held in 2028
and until her successor is duly elected and qualified or until her earlier death, resignation or removal.

 Merger Agreement with
VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company

 On April 3, 2025, the Company
entered into a Merger Agreement with Target Group, pursuant to which (a) IMAQ will form Purchaser, (b) IMAQ will be merged with and into
Purchaser, with Purchaser be the surviving entity, (c) following the Redomestication Merger, the Redomestication Merger Surviving Corporation
will purchase 100% of the issued and outstanding shares of the VCI Target Company and (d) following the completion of the share purchase,
the VCI Target Company shall become a direct wholly owned subsidiary of the Redomestication Merger Surviving Corporation. Following the
VCI Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. Pursuant to the
terms of the Merger Agreement, the aggregate consideration to be paid is an aggregate of $1,000,000,000 divided by $10.00, consisting
of 90,000,000 Redomestication Merger Surviving Corporation Class A Ordinary Shares and 10,000,000 Redomestication Merger Surviving Corporation
Class B Ordinary Shares.

of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement,
a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 Results of Operations

 We have neither engaged in any
operations nor generated any operating revenues to date. Our only activities for the period from January 15, 2021 (inception), through
March 31, 2025, were organizational activities, after IPO related to identifying a target company for a 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 cash and cash equivalents 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 March
31, 2025, we had a net loss of $ $408,107 which reflects the combined effects of interest income on investments held in the trust account
of $502,745 and change in warrant liability of $12,749, offset by operating costs of $800,845 (net of $142,306 liabilities written back),
and income tax provision of $122,756.

 For the year ended March
31, 2024, we had a net loss of $814,487, which reflects the combined effects of interest income on investments held in the trust account
of $990,896 and change in warrant liability of $(7,172), offset by operating costs of $1,579,922 (net of $314,686 liabilities written
back), and income tax provision of $218,289.

 Liquidity and Capital Resources

 On August 2, 2021, we consummated
the Initial Public Offering of 20,000,000 units (the " Units "), at $10.00 per Unit, generating gross proceeds of $200,000,000.
Each Unit consists of one share of common stock (" Public Share "), one right (" Public Right ") and
one redeemable warrant (" Public Warrant "). Each Public Right entitles the holder to receive one-twentieth of one share
of common stock at the closing of our initial business combination. Each Public Warrant entitles the holder to purchase three-fourths
of one share of common stock at an exercise price of $11.50 per whole share.

 Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased an aggregate of 714,400 Private Units, at a price of $10.00 per Private Unit ($7,144,000
in the aggregate). Each Private Unit consists of one share of common stock (" Private Share "), one right (" Private
Right ") and one warrant (" Private Warrant "). Each Private Right entitles the holder to receive one-twentieth
of one share of common stock at the closing of our initial business combination. Each Private Warrant entitles the holder to purchase
three-fourths of one share of common stock at an exercise price of $11.50 per whole share.

 The proceeds from the Private
Units was added to the proceeds from the Initial Public Offering to be held in the trust account. If we do not complete our initial business
combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public
Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will be worthless. There will
be no redemption rights or liquidating distributions from the trust account with respect to the rights and warrants included in the Private
Units.

 On August 6, 2021, in connection
with the underwriters' exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if
any, we consummated the sale of an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $30,000,000.

 Simultaneously with the closing
of the exercise of the over-allotment option, we consummated the sale of an additional 82,500 Private Units, at a price of $10.00 per
Private Unit, in a private placement to our Prior Sponsor, generating gross proceeds of $825,000.

 We intend to use substantially
all of the net proceeds of the Initial Public Offering and the private placement, including the funds held in the trust account, in connection
with our initial business combination and to pay our expenses relating thereto, including deferred underwriting commissions payable to
the underwriters in an amount equal to 3.5% ($8,050,000) of the total gross proceeds raised in the Initial Public Offering upon consummation
of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial
business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as
working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including
continuing or expanding the target business' operations, for strategic acquisitions and for marketing, research and development
of existing or new products. Such funds could also be used to repay any operating expenses or finders' fees which we had incurred
prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient
to cover such expenses.

 As of March 31, 2025, the Company
had cash of $241,548 and a working capital deficit of $6,796,725. The Company has incurred and expects to continue to incur significant
professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of
a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it
becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject
to compliance with applicable securities laws, the Company may issue additional securities or incur debt in connection with such Business

 Management has determined
that if the Company is unable to raise additional funds to alleviate liquidity needs or to complete a Business Combination by August 2,
2025 (or January 2, 2027, if it fully exercises its option to extend the date to consummate a business combination), the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account including interest earned on the funds held in the trust account and not previously released to IMAQ to pay income and other
tax obligations owed by IMAQ, 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), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of IMAQ's remaining stockholders
and their board of directors, dissolve and liquidate, subject in each case to IMAQ's obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law Management has determined that the mandatory liquidation, if a Business
Combination not occur, raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have
been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 2, 2025 (or January
2, 2027, if it exercises its option to extend the date to consummate a business combination). Management plans to continue to draw down
the funds on its promissory notes, repayable promptly on demand and, in any event, no later than the date on which the Company terminates
or consummates an initial business combination. There is no assurance that the Company's plans to consummate a business combination
will be successful.

 In connection with the Company's
assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update
(" ASU ") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
management has determined that these conditions raise substantial doubt about our ability to continue as a going concern. In addition,
if the Company is unable to complete a Business Combination within the Combination Period, the Company's board of directors would
proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company's
plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that
such an additional condition also raises substantial doubt about the Company's ability to continue as a going concern. The financial
statement does not include any adjustments that might result from the outcome of this uncertainty.

 Off-Balance Sheet Arrangements

 We did not have any off-balance
sheet arrangements as of March 31, 2025 and 2024.

 Contractual Obligations

 Registration Rights

 The holders of the Founder Shares,
the Private Units and any units that may be issued upon conversion of the Working Capital Loans or extension loans (and any securities
underlying the Private Units or units issued upon conversion of the Working Capital Loans or extension loans) are entitled to registration
rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled
to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain
"piggy-back" registration rights with respect to registration statements filed subsequent to the completion of an initial
Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities
Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 Pursuant to the underwriting agreement
entered into on July 28, 2021, the underwriters in the IPO are entitled to a deferred fee of 3.5% of the gross proceeds of the IPO and
over-allotment, or $8,050,000. The deferred fee will be payable to the underwriters solely in the event that we complete a business combination
from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. On November 13, 2023, the Company entered
into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock of the post-Business
Combination company at the Company's discretion in accordance with the agreement and term sheet signed on November 13, 2023, as
full and final satisfaction of all and any underwriting fees owed to Chardan by the Company. The payment will be made concurrently with
the closing of the Business Combination.

 Promissory Notes - Related Party

 Promissory Notes to Prior Sponsor

 On February 1, 2021, the Company
issued an unsecured promissory note to the Prior Sponsor (the " Initial Promissory Note "), pursuant to which the Company
could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021, and June 17, 2021,
the Company issued additional unsecured promissory notes to the Prior Sponsor (the " Additional Promissory Notes " and,
together with the " Initial Promissory Note ", the " IPO Promissory Notes "), pursuant to which the
Company may borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes were non-interest bearing and
payable on the earlier of (i) March 31, 2022, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the
Promissory Notes was repaid on August 6, 2021.

 On January 14, 2022, the Company
issued an unsecured promissory note to the Prior Sponsor (the " Post-IPO Promissory Note "), pursuant to which the Company
could borrow up to an aggregate of $500,000 in two installments of (i) $300,000 during the month of March 2022, and (ii) $200,000 during
the month of June 2022 at the Company's discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after
the date on which the Company consummates an initial Business Combination.

 On March 29, 2022, the Company
amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow at its discretion under the note
increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later
than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022 (the " Amended
Post-IPO Promissory Note "). No other terms were amended pursuant to this amendment and restatement.

 On August 10, 2022, the Company
issued the August 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of $895,000 in
three installments of (i) up to $195,000 no later than July 31, 2022, (ii) up to $500,000 no later than October 31, 2022, and (iii) up
to $200,000 no later than January 31, 2023, at the Company's discretion. The August 2022 Promissory Note is non-interest bearing
and payable promptly after the date on which the Company consummates an initial Business Combination.

 On November 18, 2022, the Company
issued the November 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of $300,000
no later than March 31, 2023, at the Company's discretion. The November 2022 Promissory Note is non-interest bearing and payable
promptly after the date on which the Company consummates an initial Business Combination.

 On February 14, 2023, the Company
issued the February 2023 Promissory Note an unsecured promissory note to the Prior Sponsor, pursuant to which the Company may borrow up
to an aggregate amount of up to $500,000 in four installments of (i) up to $150,000 no later than February 28, 2023, (ii) up to $200,000
no later than March 31, 2023, (iii) up to $50,000 no later than April 30, 2023, and (iv) up to $100,000 no later than July 31, 2023, upon
the request by the Company at the Company's discretion. The February 2023 Promissory Note is non-interest bearing and payable promptly
after the date on which the Company consummates an initial Business Combination.

 The Amended Post-IPO Promissory
Note, the August 2022 Promissory Note, the November 2022 Promissory Note and the February 2023 Promissory Note are collectively referred
to as the " CCM Prior Notes ". On March 11, 2025, the Company entered into four amendments to the CCM Prior Notes, the
Second Amended Post-IPO Note, the Amended August 2022 Note, the Amended November 2022 Note, and the Amended February 2023 Note, collectively
referred to as the " Amendments to the CCM Promissory Notes ") with the Prior Sponsor. Pursuant to the Amendments to
the CCM Promissory Notes, the Prior Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common Stock pursuant to the Second
Amended Post-IPO Note, Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note, respectively, which equals
to an aggregate of 206,656 Shares of Common Stock after the date on which the Company consummates a Business Combination as final and
full settlement of all outstanding amounts owed under the CCM Prior Notes issued to the Prior Sponsor by the Company, which shall be subject
to a 12-month lock-up as described in the Lock-Up Agreement dated March 11, 2025.

 As of March 31, 2025 and 2024, $2,445,000 were outstanding
under all the promissory notes issued to the Prior Sponsor.

 Promissory Notes to JC Unify

 On January 31, 2024, the Company
issued the January 2024 Promissory Note in the aggregate principal amount of up to $1,300,000 to the Buyer. Pursuant to the January 2024
Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note shall
be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business
combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement
units as described in the Prospectus dated July 28, 2021 (Registration NO. 333-255106), at the price of $10.00 per unit, at the option
of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024
Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 New Units at the closing of the Business Combination,
and (b) 847,675 shares of the Additional Securities of which (i) 250,000 of the Additional Securities shall be subject to no transfer
restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be registered for resale pursuant to the first
registration statement filed by the Company or the surviving entity in connection with the closing of the Business Combination, or if
no such registration statement is filed in connection with the closing of the Business Combination, the first registration statement filed
subsequent to the closing of the Business Combination, which will be filed no later than 30 days after the closing of the Business Combination
and declared effective no later than 60 days after the closing of the Business Combination; and (ii) 657,675 of the Additional Securities
shall be subject to the same terms and conditions applied to the insider shares described in the Prospectus. The Additional Securities
and New Units shall be issued to the Buyer in conjunction with the closing of a Business Combination.

 On February 27, 2024, the Company
issued Promissory Note B in the aggregate principal amount of up to $530,000 to the Buyer. Pursuant to Promissory Note B, the Buyer agreed
to loan to the Company an aggregate amount of up to $530,000. The Promissory Note B shall be payable promptly on demand and in any event,
no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note B is convertible
into units having the same terms and conditions as the private placement units as described in the Prospectus, at the price of $10.00
per unit, at the option of the Buyer. The Promissory Note B does not bear interest. The proceeds of Promissory Note B will be used by
the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an
initial business combination, and for working capital purposes.

 On February 27, 2024, the Company
issued Promissory Note C in the aggregate principal amount of up to $470,000 to the Buyer. Pursuant to Promissory Note C, the Buyer agreed
to loan to the Company an aggregate amount of up to $470,000. The Promissory Note C shall be payable promptly on demand and in any event,
no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note C does not
bear interest and is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus,
at the price of $10.00 per unit, at the option of the Buyer.

 On June 28, 2024, the Company
entered into the Amendments to the JC Unify Prior Notes with the Buyer. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer
has the right to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes
Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes
Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. The Amendments
to the JC Unify Prior Notes also amended the events of default, so that the failure of the Company to issue JC Unify Prior Notes Conversion
Securities constitutes a failure to make required payments, constituting an event of default.

 On March 28, 2025, the Company
issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed
to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly on demand and in any event,
no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible
into the Promissory Note D Conversion Securities, with no fractional Promissory Note D Conversion Securities to be issued upon conversion,
and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest.
The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend
the period of time the Company has to consummate an initial business combination, and for working capital purposes.

 As of March 31, 2025 and 2024,
$2,659,713 and $ 1,062,232 were outstanding, respectively, under all the promissory notes issued to JC Unify.

 Due to Prior Sponsor

 The Company received additional
funds from the Prior Sponsor to finance term extension fees, and the Buyer to pay various expenses of the Company. As of March 31, 2025
and 2024, the amount due to related parties was $656,913.

 Related Party Loans

 In order to finance transaction
costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the
Company's directors and officers may, but are not obligated to, loan the Company funds as may be required (" Working Capital
Loans "). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender's discretion, up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity
at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units.

 As of March 31, 2025 and 2024,
the Company had no borrowings under the related party loans.

 Promissory Note – Wei-Hua Chang

 On April 20, 2025, the Company
issued Promissory Note E in the aggregate principal amount of up to $3,000,000 to the Promissory Note E Lender. Pursuant to the Promissory
Note E, the Promissory Note E Lender agreed to loan to the Company an aggregate amount of up to $3,000,000. The Promissory Note E shall
be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business
combination. The Promissory Note E is convertible into Promissory Note E Conversion Securities, with no fractional Promissory Note E Conversion
Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination.
The Promissory Note E does not bear interest. The proceeds of Promissory Note E will be used by the Company to pay various expenses of
the Company, including any payment to extend the period of time the Company has to consummate an initial business combination, and for
working capital purposes.

 Polar Loan Agreement

 On January 24, 2023, the Company
entered into a Loan and Transfer Agreement (" Polar Loan Agreement "), by and among the Company, the Prior Sponsor, and
Polar Asset Management Partners (" Polar "), pursuant to which the Prior Sponsor is permitted to borrow $385,541 (the
" Polar Initial Loan ") and $128,513 per month, at the Company's discretion (each a " Polar Monthly Loan "
and collectively with the Polar Initial Loan, the " Polar Loan ") which will in turn be loaned by the Prior Sponsor to
the Company, to cover certain extension payments to the trust account of the Company. Pursuant to the Polar Loan Agreement, the Polar
Loan shall be payable within five (5) days of the date on which Company consummates its de-SPAC transaction.

 As additional consideration
for Polar making the Initial Loan available to the Prior Sponsor, the Company shall issue 500,000 shares of Common Stock to Polar (the
" Initial Securities "), and as additional consideration for the Lender making each Polar Monthly Loan available to the
Prior Sponsor, the Company shall issue 166,700 shares of Common Stock to Polar for each Monthly Loan. Such securities shall be subject
to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall promptly be registered pursuant
to the first registration statement filed by the Company or the surviving entity following the de-SPAC Closing in connection with the
de-SPAC Closing, or if no such registration statement is filed in connection with the de-SPAC Closing, the first registration statement
filed subsequent to the de-SPAC Closing, which will be filed no later than 45 days after the de-SPAC Closing and declared effective no
later than 90 days after the de-SPAC Closing.

 The proceeds of the Polar
Loan will be used for the Company to fund amounts deposited into the Company's trust account in connection with each extension.

 Administrative Support Agreement

 The Company entered into an
agreement, commencing on the effective date of the Initial Public Offering, to pay the Prior Sponsor up to a total of $10,000 per month
for office space, administrative and support services. Upon completion of a Business Combination or liquidation, the Company will cease
paying these monthly fees. In April 2023 the agreement was terminated and the amount due was waived. Since then, no further payment has
accrued or paid under this agreement.

 Underwriting Agreement

 On July 28, 2021, in connection
with the Initial Public Offering, the Company entered into an underwriting agreement with Chardan Capital Markets, LLC, as representative
of the underwriters named therein.

 Pursuant to the underwriting
agreement, the underwriters were paid a cash underwriting discount of $0.20 per Unit sold in the Initial Public Offering, or $4,600,000
in the aggregate, upon the closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $0.35 per
Unit sold in the Initial Public Offering, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting
commissions. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that
we complete an initial business combination, subject to the terms of the underwriting agreement.

 On November 13, 2023, the
Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock
of the post-Business Combination company at the Company's discretion in accordance with the agreement and term sheet signed on November
13, 2023, as full and final satisfaction of all and any underwriting fees owed to Chardan by the Company. The payment will be made concurrently
with the closing of the Business Combination.

 Right of First Refusal

 Subject to certain conditions,
the Company granted Chardan, the representative of the underwriters in the Initial Public Offering, for a period of 18 months after the
date of the consummation of our business combination, a right of first refusal to act as book-running manager, with at least 30% of the
economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right
of first refusal shall not have a duration of more than three years from the effective date of the registration statement for the Initial
Public Offering.

 Chief Financial Officer Agreement

 On February 8, 2021, we entered
into an agreement with Vishwas Joshi to act as our Chief Financial Officer for a period of twenty-four months from the date of listing
of the Company on NASDAQ. We have agreed to pay Mr. Joshi up to $400,000, subject to successfully completing our initial business combination.
If we do not complete a business combination, we have agreed to pay Mr. Joshi $40,000. On November 9, 2023, the Company entered into an
agreement with Vishwas Joshi, whereby Vishwas Joshi agreed to receive 36,000 shares of common stock of the post-Business Combination company
in accordance with the Chief Financial Officer Agreement, as full and final satisfaction of all and any service fees owed to Vishwas Joshi
by the Company. The shares will be issued concurrently with the closing of the Business Combination. As of March 31, 2025, we have accrued
$360,000 service fees.

 Consulting Agreements

 We have engaged Ontogeny to
act as a management consulting and corporate advisor in the preparation of corporate strategies, management support and business plans
for us. We paid Ontogeny $40,000 at the time of signing the engagement agreement and $35,000 upon the filing of the registration statement
relating to the Initial Public Offering. We paid Ontogeny an aggregate of $1,650,000 upon the closing of the Initial Public Offering and
exercise of the underwriters' over-allotment option. In addition, upon the consummation of our initial business combination, we
have agreed to pay Ontogeny $2,875,000 for certain management consulting and corporate advisory services. On November 10, 2023, the Company
entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common stock of the post-Business Combination
company in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of all obligations owed to Ontogeny by the
Company. The payment will be made concurrently with the closing of the Business Combination.

Company entered into a consulting agreement, effective as of September 1, 2021, with F. Jacob Cherian, pursuant to which we engaged Mr.
Cherian to provide financial advisory services to us for a period of 12 months. In consideration for his services, we agreed to pay Mr.
Cherian a monthly consulting fee of $12,000 per month. Agreement was terminated in April 2022, and no further payments have since accrued
or been paid under this agreement.

 On October 29, 2021, the Company
entered into a letter of engagement and terms of business with Sterling Media Ltd (" Sterling Media ") (the " Sterling
Agreement "), pursuant to which the Company engaged Sterling Media to provide strategic media coverage for the Company. In consideration
for the services Sterling Media provides to the Company, the Company agreed to pay Sterling Media a total fee of 20,000. On November
7, 2023, the Company entered into an agreement with Sterling Media, whereby Sterling Media agreed to receive GBP6,000 in accordance with
the Sterling Agreement, as full and final satisfaction of all obligations owed to Sterling Media by the Company. Upon receipt of the payment,
all payment obligations of the Company to Sterling Media were cancelled and terminated and there is no further amount due under the Sterling
Agreement. On February 14, 2024, the Company repaid the outstanding fees of $12,145, as such, no further amount under the Sterling Agreement.

 On October 29, 2021, the Company
entered into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal to provide strategy, management
and financial advisory services to the Company, as specified in the consulting agreement, commencing on October 29, 2021 and ending on
October 28, 2022 (the " Term of Consulting Agreement "). On January 28, 2023, the Company extended the existing agreement
to April 28, 2023. In consideration for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly
consulting fee of $11,250 per month for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided
in the consulting agreement. In addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred
at our request. On November 9, 2023, the Company entered into two release agreements with Ms. Agarwal, whereby Ms. Agarwal agreed to receive,
respectively, $31,500 and 12,825 shares of common stock of the post-Business Combination company in full and final satisfaction of all
and any service fees owed to Ms. Agarwal by the Company. The payment will be made concurrently with the closing of the Business Combination.
As of March 31, 2025, the Company accrued $162,000 consulting fees.

 On January 12, 2022, the Company
entered into a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide capital markets advisory services
commencing from January 12, 2022 and ending on the close of a potential placement related to our initial business combination. In consideration
for the services Chardan will provide to the Company, the Company agreed to pay Chardan a total fee of 5% of the aggregate sales price
of securities sold in the financing transaction plus reimbursement of out-of-pocket expenses capped at $25,000.

 On January 12, 2022, the Company
also entered into a letter of engagement with Chardan, pursuant to which we engaged Chardan to provide merger and acquisition advisory
services commencing from January 12, 2022 and ending on close of the Company's initial business combination. In consideration for
the services Chardan provides to the Company, the Company agreed to pay Chardan a total fee equal to: (i) if we enter into a business
combination involving a party other than a target introduced by Chardan, one-half of one percent (0.5%) of the aggregate value of the
business combination; and (ii) if we consummate a business combination with a target introduced by Chardan, three percent (3%) of the
first $100 million aggregate value of the target, two percent (2.0%) of the aggregate value of the target greater than $100 million but
less than $200 million, and one percent (1.0%) of the aggregate value of the target greater than $200 million but less than $300 million,
paid at the close of the business combination plus reimbursement of out-of-pocket expenses capped at $25,000.

 On March 18, 2022, the Company
entered into an engagement letter with Ontogeny Capital relating to corporate advisory & management consultancy services for the purpose
of raising capital in form of a private investment in public equity (" PIPE ") financing. Ontogeny Capital will receive
a contingent fee equal to 5% of the gross proceeds of securities sold in the PIPE up to $75 million in gross proceeds and 5.5% of the
gross proceeds of securities sold in the PIPE from $75 million up to $150 million in gross proceeds. The engagement letter also provides
for an additional incremental discretionary fee of 0.5% of gross proceeds if the gross proceeds of securities sold in a PIPE are above
$150 million. The agreement was terminated on February 14, 2023.

 On June 9, 2022, the Company
entered into a letter of engagement with ADAS Capital Partners and Lone Cypress Holdings (" ADAS "), pursuant to which
we engaged ADAS to provide Company with introduction to investors residing in geographies outside of United States of America, assist
in negotiations with introduced parties, assist with closing with introduced parties, assets with getting certain capital back from certain
individuals and any other services deemed appropriate. In consideration for the services ADAS will provide to us, we agreed to pay ADAS
a total fee of $25,000. The engagement ended on June 22, 2023.

 On June 24, 2022, the
Company entered into a letter of engagement with Morrow Sodali (" Morrow ") (the " Morrow Agreement "),
pursuant to which we engaged Morrow to act as Solicitation Agent for our shareholders in connection with Company's Special Meeting
(Extension Meeting) held in the third quarter of 2022. In consideration for the services Morrow provided to us, we agreed to pay Morrow
a total estimated fee of $25,000. On November 7, 2023, the Company entered into an agreement with Morrow, whereby Morrow agreed to receive
$9,630 in accordance with the Morrow Agreement, as full and final satisfaction of all obligations owed to Morrow by the Company. On March
12, 2025, the Company paid the outstanding amount of $9,630, and as such, no further amount due under the engagement.

 On June 28, 2022, the Company
entered into a letter of engagement with Baker Tilly DHC Business Private Limited (" Baker "), pursuant to which we
engaged Baker to provide Purchase Price Allocation (" PPA ") study in accordance with the extant provision of US GAAP
ASC 805. In consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated fee of $24,000. The engagement
ended in 2022.

 On July 7, 2022, the Company
entered into a letter of engagement with Baker, pursuant to which we engaged Baker to provide Valuation of Intellectual Properties. In
consideration for the services Baker will provide to us, we agreed to pay Baker a total estimated fee of $10,000. On February 14, 2024,
the Company paid the outstanding amount of $7,766, as such, no further amount due under the engagement.

 On July 20, 2022, the Company
entered into a letter of engagement with Houlihan Capital (the " Houlihan Capital Agreement "), pursuant to which the
Company engaged Houlihan to render a written opinion (" Opinion "), whether or not favorable, to the Board of Directors
of the Company as to whether, as of the date of such Opinion, that the consideration to be issued or paid in the Transaction is fair from
a financial point of view to the stockholders of the Company. In consideration for the services, the Company agreed to pay Houlihan a
total estimated fee of $150,000. On November 7, 2023, the Company entered into an agreement with Houlihan Capital, whereby Houlihan Capital
agreed to receive $13,675, as full and final satisfaction of all obligations owed to Houlihan Capital by the Company. The Company repaid
the outstanding balance of $50,000 on February 14, 2024, as such, no further amount due under the Houlihan Capital Agreement.

 On September 13, 2022, we
entered into a letter of engagement with FNK IR, pursuant to which we engaged FNK IR to act as integrated investor and media relations
partner on behalf of the Company. We agreed to pay FNK IR a monthly fee of $8,000 per month. The engagement was terminated in February
2023.

 On November 14, 2023, the Company entered into
an agreement with Loeb & Loeb LLP (" Loeb "), whereby Loeb agreed to accept a reduced amount of $300,000, of
which $150,000 shall be deferred until the closing of the business combination in full and final satisfaction of all obligations owed
to Loeb by the Company. The Company paid $150,000 on May 9, 2024. As of March 31, 2025 and 2024, a total amount of $235,798 (including
$56,295 other legal fees) and $329,503 were outstanding and accrued, respectively.

 Critical Accounting Policies and Estimates

 The preparation of financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially
differ from those estimates. We have not identified critical accounting estimates; we have identified the following critical accounting
policies:

 Net Loss Per Share of Common Stock

 Net loss per common share
is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public
Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than
other stockholders, redeemable and non-redeemable common stock are presented as one class of stock in calculating net loss per share.
We have not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of
17,847,675 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence
of future events.

 Warrant Liability

 We account for warrants as
either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable
authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (" ASC 480 ") and ASC 815, Derivatives and
Hedging (" ASC 815 "). The assessment considers whether the warrants are freestanding financial instruments pursuant
to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification
under ASC 815, including whether the warrants are indexed to our common stock, among other conditions for equity classification. This
assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annual
period end date while the warrants are outstanding.

 Common Stock Subject to Possible Redemption

 All of the remaining Public
Shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public
Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with the initial business combination
and in connection with certain amendments to our Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff's
guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within our control
require common stock subject to redemption to be classified outside of permanent equity. Therefore, all redeemable Public Shares have
been classified outside of permanent equity.

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

 Recent Accounting Standards

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual
and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker ("CODM"),
as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that
a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment
profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all
annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide
all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal
years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption
permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

 In December 2023, the FASB
issued Accounting Standards Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosure" (" ASU
2023-09 "). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity's effective
tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective
or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company
is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

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

 Share Based Payment Arrangements

 On July 7, 2021, the Prior
Sponsor entered into agreements with two independent directors to transfer 95,000 Founder Shares to each director, subject to and upon
closing of our initial business combination. As such, under ASC 718, these shares are transferred subject to a performance condition and
compensation expense will be recognized at the date of a business combination when earned.

 On July 22, 2021, the Prior
Sponsor sold 30,000 of its Founder Shares to each of its five independent directors (the " Initial Independent Directors ")
(or 150,000 Founder Shares in total) for cash consideration of approximately $0.004 per share. These awards are subject to ASC 718. In
accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the
grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares
sold to the Initial Independent Directors was determined to be $787,500 as of July 22, 2021.

Prior Sponsor sold 25,000 of its Founder Shares to an additional independent director (the " Additional Independent Director ")
for consideration of approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized
compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount
initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Additional Independent Director
was determined to be $141,250 as of September 17, 2021.

Prior Sponsor sold 75,000 of its Founder Shares to an independent consultant (the " Consultant ") for consideration of
approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense
in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received
for the purchase of the Founders Shares. The value of the Founder Shares sold to the Consultant was determined to be $423,750 as of September
17, 2021.

 On January 24, 2023, the Company
entered into the Polar Loan Agreement, by and among the Company, the Prior Sponsor, and Polar, pursuant to which the Sponsor was permitted
to borrow the Polar Initial Loan and the Polar Monthly Loan (collectively with the Polar Initial Loan, the " Polar Loan "),
which will in turn be loaned by the Prior Sponsor to the Company, to cover certain extension payments to the trust account of the Company.
As additional consideration for Polar making the Polar Initial Loan available to Sponsor, the Company shall issue the Initial Securities
to Polar, and as additional consideration for Polar making each Polar Monthly Loan available to Sponsor, the Company shall issue 166,700
shares of Common Stock to Polar for each Monthly Loan (up to 500,100 shares of common stock).

 On September 8, 2023, the
Company entered into a subscription agreement (" Polar Subscription Agreement ") with Polar, whereby Polar agreed to
fund up to $128,000 (the " Investor Capital Contribution ") to the Prior Sponsor which in turn be loaned by the Prior
Sponsor to IMAQ, to cover working capital expenses. In consideration for the Investor Capital Contribution, the Company shall issue to
Polar one share of Class A Ordinary Shares for each dollar of the Investor's Capital Contribution (128,000 shares of common stock)
at the closing of the Business Combination.

 On July 7, 2021, the Prior
Sponsor entered into a subscription agreement with Suresh Ramamurthi, whereby the Prior Sponsor agreed to issue to Suresh Ramamurthi 95,000
insider shares as described in the Prospectus of the Company. On December 18, 2023, the Company entered into a director letter agreement
with Suresh Ramamurthi whereby the Company agreed to issue the insider shares as stipulated in the subscription agreement. The shares
will be issued concurrently with the closing of the Business Combination.

 On July 20, 2021, the Prior
Sponsor entered into a subscription agreement with David M. Taghioff, whereby the Prior Sponsor agreed to issue to David M. Taghioff 95,000
insider shares as described in the Prospectus of the Company. On December 18, 2023, the Company entered into a director letter agreement
with David M. Taghioff whereby the Company agreed to issue the insider shares as stipulated in the subscription agreement. The shares
will be issued concurrently with the closing of the Business Combination.

 On November 9, 2023, the Company
entered into an agreement with Priyanka Agarwal, whereby Priyanka Agarwal agreed to receive 12,825 shares of common stock of the post-Business
Combination company in accordance with the consulting agreement signed on October 29, 2021, as full and final satisfaction of all and
any service fees owed to Priyanka Agarwal by the Company. The shares will be issued concurrently with the closing of the Business Combination.

 On November 9, 2023, the Company
entered into an agreement with Vishwas Joshi, our previous Chief Financial Officer, whereby Vishwas Joshi agreed to receive 36,000 shares
of common stock of the post-Business Combination company in accordance with the Chief Financial Officer Agreement, as full and final satisfaction
of all and any service fees owed to Vishwas Joshi by the Company. The shares will be issued concurrently with the closing of the Business

 On November 9, 2023, the Company
entered into an agreement with ALMT Legal, Advocates & Solicitor ("ALMT"), whereby ALMT agreed to receive (i) $75,000
and (ii) 11,000 shares of common stock of the post-Business Combination company in accordance with the agreement signed on November 10,
2021, as full and final satisfaction of all and any service fees owed to ALMT by the Company. The payment of $75,000 was made and the
shares will be issued concurrently with the closing of the Business Combination.

 On November 10, 2023, the
Company entered into an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common stock of the post-Business
Combination company in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of all obligations owed to Ontogeny
by the Company. The shares will be issued concurrently with the closing of the Business Combination.

 On November 13, 2023, the
Company entered into an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in a number of shares of common stock
of the post-Business Combination company at the Company's discretion in accordance with the agreement and term sheet signed on November
13, 2023, as full and final satisfaction of all and any service fees owed to Chardan by the Company. The payment will be made concurrently
with the closing of the Business Combination.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 As a smaller reporting company
we are not required to make disclosures under this Item.

 ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

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

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures
that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,
including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 As required by Rules 13a-15
and 15d-15 under the Exchange Act, our Chief Executive Officer, who is also our principal financial officer, carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based upon that evaluation,
our Chief Executive Officer and principal 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 not effective as of March 31, 2025, due to the previously reported material weakness
in our internal control over financial reporting related to the Company's accounting for complex financial instruments and stock-based
compensation. We also have a material weakness in our internal control surrounding the review of accounts payable and accrued expenses
to ensure expense recognition in the proper period. As a result, we performed additional analysis as deemed necessary to ensure that our
financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes
that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations
and cash flows for the period presented.

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

 Management's Report on Internal Controls
Over Financial Reporting

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

 1.

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

 2.

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

 3.

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

 Because of its inherent limitations,
internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting at March 31, 2025. In making these assessments, management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based
on our assessments and those criteria, due to our determination of the material weaknesses in our disclosure controls, as described above,
management determined that we failed to maintain an effective internal control over financial reporting as of March 31, 2025.

 Management has implemented
remediation steps to improve our internal control over financial reporting. Specifically, we increased layers of review for record keeping
and bookkeeping. We plan to further improve this process by identification of third-party professionals with whom to consult regarding
complex accounting applications and consideration of additional staff to supplement existing accounting professionals.

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

 Changes in Internal Control over Financial
Reporting

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

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 The following table sets forth
information about our directors and executive officers as of July 15, 2025.

 Name

 Age

 Position

 Yu-Fang Chiu

 Director, Chief Executive Officer and Chief Financial Officer

 Ming-Hsien Hsu

 Independent Director

 Tao-Chou Chang

 Independent Director

 Hsu-Kao Cheng

 Independent Director

 Yu-Fang Chiu has
served as our Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer since March 11, 2025. Since 2022,
Ms. Chiu served as President of Joint Consulting CO., LTD, where she is responsible for overseeing operations and fostering partnerships
with companies. Since 2020, Ms. Chiu served as Director of Insun Enterprise Co., where she is responsible for the sales and marketing
of the company. From 2007 to 2016, Ms. Chiu served as a Senior Sales Manager at Prudential Life Insurance Company of Taiwan Inc. From
2003 to 2007, Ms. Chiu served as Senior Manager at Dotcom Technology Co., LTD. From 1996 to 2002, Ms. Chiu served as Team Leader of Deloitte
Touche Tohmatsu Limited. Ms. Chiu obtained her Bachelor of Business in Accounting from Tamkang University in 1996.

 Hsu-Kao Cheng has served
as our Director since August 2024. Mr. Cheng has served as an Assistant Professor-level Part-time Technical Expert at National Chengchi
University (NCCU) since 2022. Mr. Cheng has served as the Chairman of TheMoonGroup since 2018, where he is responsible for charging of
company operations in accordance with the law and is responsible for handling various organizational business. Mr. Cheng has been the
Chairman of the Taipei Digital Asset Business Association since 2023. Since July 2018, Mr. Cheng has served as an entrepreneurship consultant
for Taiwan's Small and Medium Enterprises Division of the Ministry of Economic Affairs. During his tenure, Mr. Cheng is responsible
for assisting aspiring entrepreneurs and new business owners from 0 to 1 entrepreneurial stage to solve difficulties in their business
stages. Since 2022, Mr. Cheng has served as a digital transformation expert at the Digital Transformation Institute of the Information
Strategy Foundation, where he promotes the digital transformation of small and medium-sized manufacturing industries, assists in proposing
new models, new products and new services, and develops digital transformation guidance guidelines. Mr. Cheng is also a part-time lecturer
at the Promotion Department of the Chinese Culture University, CCU and at the Industrial Promotion Office of Mingchuan University, since
July 2022 and June 2022, respectively. Mr. Cheng obtained his Master's degree in accounting and Bachelor's degree in accounting
at the National Chengchi University (NCCU) in 2018 and 2012, respectively. Mr. Cheng is a United States Certified Public Accountant (CPA)
and Certified Anti-Money Laundering Specialist (CAMS). Mr. Cheng's significant experience in entrepreneurship, company operations
and digital transformation makes him qualified to serve as a member of our board of directors.

 Tao-Chou Chang has
served as our Director since August 2024. He brings over two decades of legal experience, having held a wide range of judicial and academic
positions from 2000 to 2023. Since September 2023, Mr. Chang has been a solo practitioner at the Tao-Chou Chang Law Office, which he founded.
Prior to returning to private practice, he served as a trial judge at the Taiwan High Court (September 2022 – August 2023), where
he reviewed lower court decisions and presided over appellate cases. From 2019 to 2022, he was an administrative judge in the Criminal
Department of the Judicial Yuan, overseeing the administration of Taiwan's criminal courts. Mr. Chang's judicial career includes
service as Judge at the Taiwan High Court Taichung Branch (2018–2019), Division Chief Judge at both the Taiwan Taichung District
Court (2016–2018) and the Taiwan Chiayi District Court (2014–2016), and Judge at the Taiwan Chiayi District Court (2000–2014).
In recognition of his contributions, Mr. Chang received commendations from the Judicial Yuan in 2002 and 2010. His research has been published
by the Judicial Yuan, including Juvenile Delinquency with Respect to Intellectual Property Infringements (2013), The Participation of
Indigenous People in Criminal Trials (2017), and The System of Assigned Defenders (2020). In addition to his judicial work, Mr. Chang
has contributed to legal education. He served as an Adjunct Assistant Professor at National Chung Hsing University (2017–2018) and
National Chung Cheng University (2014–2016), and as an Adjunct Lecturer at National Chiayi University in 2006. Mr. Chang earned
his Ph. D. in Law and LL.M. in Intellectual Property Law from the University of Washington in 2013 and 2004, respectively. He also holds
a Master of Laws (2001) and a Bachelor of Laws (1993) from National Taiwan University. He passed Taiwan's bar exam and the National
Exam for Judges and Prosecutors in 1996, beginning his legal career as a lawyer that same year. In 1998, he entered the Academy for the
Judiciary under the Ministry of Justice and was appointed as a career judge in 2000. After concluding his judicial service in 2023, he
resumed private legal practice. His extensive judicial background and academic expertise distinguish him in Taiwan's legal field.
Mr. Chang's deep legal knowledge and distinguished career make him exceptionally well-qualified to serve on our board of directors.

 Ming-Hsien Hsu has
served as our director since August 2024. Since July 2024, Mr. Hsu has served as Vice President at Cathay United Bank Co., Ltd. At present,
he is responsible for meeting the financial and investment needs of High Net Worth Individuals (HNWI). From March 2024 to May 2024, he
served as CFO of Taijia Development and Construction Co., Ltd. During his tenure, he was responsible for financial budget review, fund
flows management, review of financial statements and financial internal control system. From March 2023 to February 2024, Mr. Hsu served
as Assistant Vice President at O-Bank Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain working capital,
invest in financial products and complete project financing. From November 2022 to March 2023, Mr. Hsu served as a Vice President at KGI
Bank., Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain working capital, invest in financial products
and complete project financing. From September 2018 to September 2022, Mr. Hsu served as an Assistant Vice President at Taishin International
Bank Co., Ltd. During his tenure, he was responsible for helping corporate clients obtain working capital, invest in financial products
and complete project financing. From August 2012 to September 2018, Mr. Hsu served as a Deputy Manager at Far Eastern International Bank
Co., Ltd. Mr. Hsu began his career at Ta Chong Commercial Bank Co., Ltd where he served as junior manager from April 2007 to June 2012.
Mr. Hsu obtained his master's degree in business administration from the National Cheng Kung University in 2005. He obtained his
Bachelor of Business Administration from Tamkang University in 2002.

 Number and Terms of Office of Officers and
Directors

 Our board of directors consists
of four directors. The term of office for director Ming-Hsien Hsu will expire at the Company's annual meeting to be held in 2026;
and the term of office for directors Tao-Chou Chang, and Hsu-Kao Cheng will expire at the Company's annual meeting to be held in
2027. The term of office for Yu-Fang Chiu will expire at the Company's annual general meeting to be held in 2028.

 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 the
board of directors at its first meeting after each annual meeting of stockholders shall choose a Chief Executive Officer and a Secretary,
none of whom need be a member of the board of directors. The Secretary position is currently vacant. The board of directors may also choose
a Chairman from among the directors, one or more Executive Vice Presidents, one or more Vice Presidents, Assistant Secretaries, Treasurers
and Assistant Treasurers. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board
of directors. The same person may hold two or more offices.

 Director Independence

 Nasdaq requires that a majority
of our board must be composed of "independent directors," which is defined generally as a person other than an officer or
employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company's
board of directors would interfere with the director's exercise of independent judgment in carrying out the responsibilities of
a director.

 The Board of Directors has
determined that one of its four directors, Yu-Fang Chiu, is a non-independent director of the Company and three of its four directors,
Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang are "independent" directors as defined in the applicable Nasdaq listing standards
and applicable SEC rules. The Board of Directors is composed of a majority of independent directors. The Company's audit committee
consists of three independent directors – Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang. Mr. Hsu-Kao Cheng is the chair of the
audit committee. 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 independent directors
will have meetings at which only independent directors are present.

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

 Committees of the Board of Directors

 Our board of directors has
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 be comprised solely of independent directors.

 Audit Committee

 Our Audit Committee has been
established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang,
each of whom is an independent director under the Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Hsu-Kao Cheng
is the Chairperson of the Audit Committee.

 The Audit Committee's
duties, which are specified in our Audit Committee Charter, include, but are not limited to:

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

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

 discussing with management major risk assessment and risk management policies;

 monitoring the independence of the independent auditor;

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

 reviewing and approving all related-party transactions;

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

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

 appointing or replacing the independent auditor;

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

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

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

 Financial Experts on Audit Committee

 Pursuant to Nasdaq rules,
the audit committee will at all times be composed exclusively of "independent directors" who are able to read and understand
fundamental financial statements, including a company's balance sheet, income statement and cash flow statement.

 Each member of the audit committee
is financially literate and our board of directors has determined that Mr. Hsu-Kao Cheng qualifies as an "audit committee financial
expert," as defined under rules and regulations of the SEC, which generally is any person who has past employment experience in
finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in
the individual's financial sophistication.

 Director nominations

 We do not have a standing
nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or
NASDAQ rules. In accordance with Rule 5605(e)(2) of the NASDAQ rules, a majority of the independent directors may recommend a director
nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry
out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang will participate in the consideration and recommendation of director nominees. In accordance
with Rule 5605(e)(1)(A) of the NASDAQ rules, all such directors are independent. As there is no standing nominating committee, we do not
have a nominating committee charter in place.

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

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

 Compensation Committee

 Our Compensation Committee
consists of Ming-Hsien Hsu, Hsu-Kao Cheng and Tao-Chou Chang, each of whom is an independent director under the Nasdaq listing standards.
Hsu-Kao Cheng is the Chairperson of the compensation committee. The compensation committee's duties, which are specified in our
Compensation Committee Charter, include, but are not limited to:

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

 reviewing and approving the compensation of all of our other executive officers and reviewing and making recommendations with respect to all non-executive officer compensation;

 reviewing our executive compensation policies and plans;

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

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

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

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

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

 Notwithstanding the foregoing,
as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing
stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate,
the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination,
the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into
in connection with such initial business combination.

 Code of Ethics

 We adopted a code of conduct
and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics
codifies the business and ethical principles that govern all aspects of our business. You may review our Code of Ethics by accessing our
public filings at the SEC's web site at www.sec.gov. In addition, a copy of our 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.

 Insider Trading Policies

 We have adopted insider trading
policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees
and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and
regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information (the " Insider
Trading Policy ").

of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider
Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

 Delinquent Section 16(a) Reports

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

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

 ITEM 11. EXECUTIVE COMPENSATION

 Employment Agreements

 On
February 8, 2021, the Company entered into an agreement with Vishwas Joshi to act as Chief Finance Officer of the Company for a period
of twenty-four months from the date of listing of the Company on NASDAQ. The Company has agreed to pay Mr. Joshi up to $400,000, subject
to the Company successfully completing a Business Combination. If the Company does not complete a Business Combination within the Combination
Period, the Company has agreed to pay Mr. Joshi $40,000. On July 21, 2023, the Company extended the tenure of the agreement from July
27, 2023 to September 30, 2023 with no further extension. The Company accrued $40,000 service fees as of September 30, 2023. On November
9, 2023, the Company entered into an agreement with Mr. Joshi, whereby Mr. Joshi agreed to receive 36,000 shares of common stock of the
post-Business Combination company in full and final satisfaction of all obligations owed to Mr. Joshi by the Company. The payment will
be made concurrently with the closing of the Business Combination. The Company accrued $360,000
service fees as of March 31, 2025.

 Executive Officers and Director Compensation

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

 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.

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

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

 The following table sets
forth certain information, as of July 15, 2025, with respect to the beneficial ownership of our voting securities by (i) each person
who is known by us to be the beneficial owner of more than 5% of our issued and outstanding Common Stock, (ii) each of our officers
and directors, and (iii) all of our officers and directors as a group. As of July 15, 2025, we had 6,836,594 of our shares of common
stock issued and outstanding. The following table does not reflect record of beneficial ownership of any shares of common stock
issuable upon conversion of the rights or exercise of the warrants, as the rights and warrants are not exercisable within 60
days.

 Name and Address of Beneficial Owner(1)

 Number of
 Beneficially
 Owned

 Percentage
 of Outstanding

 Yu-Fang Chiu (2)

 4,782,675

 70.0
 %

 Ming-Hsien Hsu

 -

 -

 Hsu-Kao Cheng

 -

 -

 Tao-Chou Chang

 -

 -

 All current officers and directors as a group (4 individuals)

 4,782,675

 70.0
 %

 JC Unify Capital (Holdings) Limited (Buyer)

 4,782,675

 70.0
 %

 Content Creation Media LLC (3)

 1,514,225

 22.2
 %

 Shibasish Sarkar (3)

 1,514,225

 22.2

 (1)

 Unless otherwise indicated, the business address of each of the following
entities or individuals is c/o International Media Acquisition Corp., 1221 Brickell Avenue, Miami, FL 33131.

 (2)

 Consists of shares owned by JC Unify Capital (Holdings) Limited, over which Yu-Fang Chiu has voting and dispositive power. Ms. Chiu disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

 (3)
 Consists of shares owned by Content Creation Media LLC, over
which Yu-Fang Chiu has voting power and Shibasish Sarkar has dispositive power. Ms. Chiu disclaims beneficial ownership of such shares.

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

 Founder Shares

 On February 9, 2021, the Prior
Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 share
of common stock (the " Founder Shares "). The Founder Shares included an aggregate of up to 750,000 shares of common
stock subject to forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so
that the Prior Sponsor would own, on an as-converted basis, 20% of the Company's issued and outstanding shares after the Initial
Public Offering (not including the Private Units and underlying securities and assuming the Prior Sponsor did not purchase any Public
Shares in the Initial Public Offering). On August 6, 2021, the underwriters' exercised the over-allotment option in full, thus these
shares are no longer subject to forfeiture.

 The Prior Sponsor and the
other holders of the Founder Shares (the " initial stockholders ") have agreed not to transfer, assign or sell any of
the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months
after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company's common
stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial
Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of an
initial Business Combination, or earlier in each case if, subsequent to an initial Business Combination, the Company completes a liquidation,
merger, stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange
their shares of common stock for cash, securities or other property.

 On July 7, 2021, the Prior
Sponsor entered into agreements with two independent directors of the Company to transfer 95,000 Founder Shares to each director, subject
to and upon closing of the Company's initial business combination. As such, under ASC 718, these shares are transferred subject
to a performance condition and compensation expense will be recognized at the date of a business combination when earned.

 On July 22, 2021, the Prior
Sponsor sold 30,000 of its Founder Shares to each of the Initial Independent Directors (or 150,000 Founder Shares in total) for cash consideration
of approximately $0.004 per share. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation
expense in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received
for the purchase of the Founders Shares. The value of the Founder Shares sold to the Initial Independent Directors was determined to be
$787,500 as of July 22, 2021. As such, the Company recognized compensation expense of $786,848 within stock-based compensation expense
in the Company's Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.

Prior Sponsor sold 25,000 of its Founder Shares to the Additional Independent Director for consideration of approximately $0.004 per share.
These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the
number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders
Shares. The value of the Founder Shares sold to the Additional Independent Director was determined to be $141,250 as of September 17,
2021. As such, the Company recognized compensation expense of $141,150 within stock-based compensation expense in the Company's
Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.

Prior Sponsor sold 75,000 of its Founder Shares to the Consultant for consideration of approximately $0.004 per share. These awards are
subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to the number of Founders
Shares sold times the grant date fair value per share less the amount initially received for the purchase of the Founders Shares. The
value of the Founder Shares sold to the Consultant was determined to be $423,750 as of September 17, 2021. As such, the Company recognized
compensation expense of $423,450 within stock-based compensation expense in the Company's Statements of Operations for the period
from January 15, 2021 (inception) through December 31, 2021.

 On November 10, 2023, the
Company entered into a Securities Purchase Agreement with the Buyer, the Sellers, and as amended on January 31, 2024, pursuant to
which the Prior Sponsor agreed to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement
units of the Company, which represents 76% of the total Company Securities (as defined in the Securities Purchase Agreement) owned by
the Prior Sponsor for an aggregate purchase price of $1.00.

 Loan and Transfer Agreement

 On January 24, 2023, the Company
entered into the Loan Agreement by and among the Company, the Prior Sponsor, and the Lender, pursuant to which the Prior Sponsor was
permitted to borrow the Initial Loan and Monthly Loans at the Company's discretion which will in turn be loaned by the Prior Sponsor
to the Company, to cover certain extension payments to the trust account of the Company. Pursuant to the Loan Agreement, the Loan shall
be payable within five (5) days of the date on which Company consummates its de-SPAC transaction.

 As additional consideration
for the Lender making the Initial Loan available to the Prior Sponsor, the Company shall issue the Initial Securities to the Lender, and
as additional consideration for the Lender making each Monthly Loan available to the Prior Sponsor, the Company shall issue 166,700 shares
of Common Stock to Lender for each Monthly Loan. Such securities shall be subject to no transfer restrictions or any other lock-up provisions,
earn outs or other contingencies, and shall promptly be registered pursuant to the first registration statement filed by the Company or
the surviving entity following the de-SPAC Closing in connection with the de-SPAC Closing, or if no such registration statement is filed
in connection with the de-SPAC Closing, the first registration statement filed subsequent to the de-SPAC Closing, which will be filed
no later than 45 days after the de-SPAC Closing and declared effective no later than 90 days after the de-SPAC Closing.

 The proceeds of the Loan were
used by the Company to fund amounts deposited into the Company's trust account in connection with each extension.

 Promissory Notes - Related Party

 Promissory Notes to Prior Sponsor

 On February 1, 2021, the Company
issued Initial Promissory Note to the Prior, pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses
related to the Initial Public Offering. On April 6, 2021, and June 17, 2021, the Company issued Additional Promissory Notes to the Prior
Sponsor, pursuant to which the Company may borrow up to an additional aggregate principal amount of $200,000. The IPO Promissory Notes
were non-interest bearing and payable on the earlier of (i) March 31, 2022, or (ii) the consummation of the Initial Public Offering. The
outstanding balance under the Promissory Notes was repaid on August 6, 2021.

 On January 14, 2022, the Company
issued the Post-IPO Promissory Note to the Prior Sponsor, pursuant to which the Company could borrow up to an aggregate of $500,000 in
two installments of (i) $300,000 during the month of March 2022, and (ii) $200,000 during the month of June 2022 at the Company's
discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates
an initial Business Combination.

 On March 29, 2022, the Company
amended and restated the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow at its discretion under the note
increased from $500,000 in two installments as described above, to up to $750,000 in three installments of (i) up to $195,000 no later
than February 28, 2022, (ii) up to $355,000 no later than April 30, 2022, and (iii) up to $200,000 no later than June 30, 2022 (the " Amended
Post-IPO Promissory Note "). No other terms were amended pursuant to this amendment and restatement.

 On August 10, 2022, the Company
issued the August 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of $895,000 in
three installments of (i) up to $195,000 no later than July 31, 2022, (ii) up to $500,000 no later than October 31, 2022, and (iii) up
to $200,000 no later than January 31, 2023, at the Company's discretion. The August 2022 Promissory Note is non-interest bearing
and payable promptly after the date on which the Company consummates an initial Business Combination.

 On November 18, 2022, the
Company issued the November 2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of
$300,000 no later than March 31, 2023, at the Company's discretion. The November 2022 Promissory Note is non-interest bearing and
payable promptly after the date on which the Company consummates an initial Business Combination.

 On February 14, 2023, the
Company issued February 2023 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate amount
of up to $500,000 in four installments of (i) up to $150,000 no later than February 28, 2023, (ii) up to $200,000 no later than March
31, 2023, (iii) up to $50,000 no later than April 30, 2023, and (iv) up to $100,000 no later than July 31, 2023, upon the request by the
Company at the Company's discretion. The February 2023 Promissory Note is non-interest bearing and payable promptly after the date
on which the Company consummates an initial Business Combination.

 The Amended Post-IPO
Promissory Note, the August 2022 Promissory Note, the November 2022 Promissory Note and the February 2023 Promissory Note are collectively
referred to as the " CCM Prior Notes ". On March 11, 2025, the Company entered into the Amendments to the CCM Promissory
Notes with the Prior Sponsor. Pursuant to the Amendments to the CCM Promissory Notes, the Prior Sponsor shall receive 75,000, 89,500,
30,000 and 12,156 Shares of Common Stock pursuant to the Second Amended Post-IPO Note, Amended August 2022 Note, Amended November 2022
Note and Amended February 2023 Note, respectively, which equals to an aggregate of 206,656 Shares of Common Stock after the date on which
the Company consummates a Business Combination as final and full settlement of all outstanding amounts owed under the CCM Prior Notes
issued to the Prior Sponsor by the Company, which shall be subject to a 12-month lock-up as described in the Lock-Up Agreement dated March
11, 2025.

 As of March 31, 2025
and 2024, $2,445,000 and $2,445,000 were outstanding, respectively, under all the promissory notes due to the Prior Sponsor.

 Promissory Notes to JC Unify

 On January 31, 2024, the Company
issued the January 2024 Promissory Note in the aggregate principal amount of up to $1,300,000 to the Buyer. Pursuant to the January 2024
Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $1,300,000. The January 2024 Promissory Note shall
be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business
combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement
units as described in the Prospectus dated July 28, 2021, at the price of $10.00 per unit, at the option of the Buyer. The January 2024
Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available to
the Company, the Company shall issue to the Buyer the New Units, and the Additional Securities of which (i) 250,000 of the Additional
Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be
registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the
closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination,
the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days
after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination;
and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described
in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business

Company issued Promissory Note B in the aggregate principal amount of up to $530,000 to the Buyer. Pursuant to Promissory Note B, the
Buyer agreed to loan to the Company an aggregate amount of up to $530,000. The Promissory Note B shall be payable promptly on demand and
in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note
B is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at the
price of $10.00 per unit, at the option of the Buyer. The Promissory Note B does not bear interest. The proceeds of Promissory Note B
will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has
to consummate an initial business combination, and for working capital purposes.

Company issued Promissory Note C in the aggregate principal amount of up to $470,000 to the Buyer. Pursuant to Promissory Note C, the
Buyer agreed to loan to the Company an aggregate amount of up to $470,000. The Promissory Note C shall be payable promptly on demand and
in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note
C is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at the
price of $10.00 per unit, at the option of the Buyer.

 On March 28, 2025, the Company
issued Promissory Note D in the aggregate principal amount of up to $600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed
to loan to the Company an aggregate amount of up to $600,000. The Promissory Note D shall be payable promptly on demand and in any event,
no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible
into the Promissory Note D Conversion Securities, with no fractional Promissory Note D Conversion Securities to be issued upon conversion,
and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest.
The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend
the period of time the Company has to consummate an initial business combination, and for working capital purposes.

 On June 28, 2024, the Company entered into
the Amendments to the JC Unify Prior Notes with the Buyer. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the
right to convert the JC Unify Prior Notes into the JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes
Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes
Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. The
Amendments to the JC Unify Prior Notes also amended the events of default, so that the failure of the Company to issue JC Unify Prior
Notes Conversion Securities constitutes a failure to make required payments, constituting an event of default.

 As
of March 31, 2025 and 2024, $2,659,713 and $1,062,232 were
outstanding, respectively, under all the promissory notes due to JC Unify.

 Due to Prior Sponsor

 The Company received additional
funds from the Prior Sponsor to finance term extension fees, and the Buyer to pay various expenses of the Company. As of March 31, 2025
and 2024, the amount due to related parties was $656,913 and $656,913, respectively.

 Administrative Support Agreement

 The Company entered into an
agreement, commencing on the effective date of the Initial Public Offering, to pay the Prior Sponsor up to a total of $10,000 per month
for office space, administrative and support services. Upon completion of a Business Combination or liquidation, the Company will cease
paying these monthly fees. In April 2023, the agreement was terminated and the amount due was waived. Since then, no further payment has
accrued or paid under this agreement. As of March 31, 2025 and 2024, the amount outstanding under this agreement is $0. No further payment
has accrued or paid under this agreement.

 Related Party Loans

 In order to finance transaction
costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the
Company's directors and officers may, but are not obligated to, loan the Company funds as may be required (" Working Capital
Loans "). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender's discretion, up to $1,500,000 of such loans may be convertible into units of the post-Business Combination entity
at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units.

 As of March 31, 2025 and 2024,
the Company had no borrowings under the related party loans.

 General

 Our Prior Sponsor, Buyer,
officers and directors, or any of their respective affiliates, are entitled to be reimbursed for certain bona-fide, documented out-of-pocket
expenses incurred in connection with activities on behalf of the Company such as identifying potential target businesses and performing
due diligence on suitable business combinations. The Company's audit committee will review on a quarterly basis all payments that
were made to the Company's Prior Sponsor, Buyer, officers, directors or the Company's or 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 out-of-pocket expenses
incurred by such persons in connection with activities on our behalf.

 No compensation or fees of
any kind, including finder's fees, consulting fees and other similar fees, will be paid to the Company's insiders or any of
the members of the Company's management team, for services rendered prior to or in connection with the consummation of the initial
business combination (regardless of the type of transaction that it is).

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

 Related Party Policy

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

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

 Our Prior Sponsor, our Buyer,
officers and directors are, and may become a sponsor, an officer or director of other special purpose acquisition companies with a class
of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Notwithstanding that, such officers
and directors will continue to have a pre-existing fiduciary obligation to us, and we will, therefore, have priority over any special
purpose acquisition companies they subsequently join.

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

 To further minimize conflicts
of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our insiders,
officers or directors unless we have obtained an opinion from an independent investment banking firm or another independent firm that
commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial
business combination is fair to our company from a financial point of view. In no event will our infsiders, or any of the members of our
management team be paid any finder's fee, consulting fee or other similar compensation prior to, or for any services they render
in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

 Director Independence

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

 ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES.

 Fees

 The fees billed by Mercurius
for fiscal year 2025, and fiscal year 2024 for services rendered to the Company were as follows:

 Fiscal Year
 2025
 (April 1,
 2024 - March 31,
 2025)

 Fiscal Year
 2024
 (April 1,
 2023 - March 31,
 2024)

 Audit Fees (1)

 $
 72,170

 $
 25,600

 Audit-Related Fees (2)

 -

 20,750

 Tax Fees(3)

 -

 -

 All Other Fees(4)

 -

 -

 (1)

 Audit Fees. Audit fees consist of fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q or services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

 (2)

 Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

 (3)

 Tax Fees. Tax fees consist of fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning.

 (4)

 All Other Fees. All other fees consist of fees billed for all other services.

 Policy on Board Pre-Approval of Audit and Permissible
Non-Audit Services of the Independent Auditors

 The audit committee is responsible
for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this
responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to
be provided by our independent registered public accounting firm as provided under the audit committee charter.

 Changes in Independent Registered Public Accounting
Firm

 As previously disclosed, on
June 24, 2023, upon the approval of its Audit Committee of the Board of Directors (the " Audit Committee ") of the Company,
the Company dismissed Marcum LLP (" Marcum ") as the Company's independent registered public accounting firm.

 As previously disclosed, Marcum
audited the Company's balance sheet as of December 31, 2021, the related statement of operations, changes in stockholders'
deficit and cash flows for the period from January 15, 2021 (inception) through December 31, 2021, and the related notes (collectively
referred to as the " financial statements "). The report of Marcum on such financial statements did not contain an adverse
opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

 As previously disclosed, during
the fiscal year ended December 31, 2021 and the subsequent interim periods through the date of dismissal, there have been no: (i) disagreements
(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Marcum, would have caused them to make reference thereto in their report on the financial statements or
(ii) "reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 The Company provided Marcum
a copy of the foregoing disclosure and requested that Marcum provide a letter addressed to the Securities & Exchange Commission confirming
their agreement with such disclosure. A copy of Marcum's letter, dated June 28, 2023, was filed as Exhibit 16.1 to the Current Report
on Form 8-K filed by the Company on June 28, 2023.

 As previously disclosed, on
June 24, 2023, upon the approval of the Audit Committee, the Company engaged Mercurius & Associates LLP (" Mercurius ")
as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023, effective immediately.

 During the fiscal year ended
December 31, 2021 and the subsequent interim periods through the date of Mercurius' engagement, neither the Company nor anyone
acting on its behalf consulted Mercurius 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 on the Company's consolidated financial statements and
neither a written report nor oral advice was provided to the Company by Mercurius that Mercurius concluded was an important factor considered
by the Company in reaching a decision as to such accounting, auditing, or financial reporting issue; or (ii) any matter that was either
the subject of a "disagreement" (as that term is 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 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

 (a)

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

 (1)

 Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm PCAOB ID - 3223

 Balance Sheet

 Statement of Operations

 Statement of Changes in Stockholders' Deficit

 Statement of Cash Flows

 Notes to Financial Statements

 Report of Independent Registered
Public Accounting Firm

 MERCURIUS
 & ASSOCIATES LLP

 +91 11 4559 6689

 info@masllp.com

 www.masllp.com

 To the Shareholders and Board of Directors
of International Media Acquisition Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of International Media Acquisition Corp., (the "Company") as of March 31, 2025 and 2024, the related statements of operations,
stockholders' deficit and cash flows, for each of the two years in the period ended March 31, 2025, 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 at March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the
two years in the period ended March 31,2025, in conformity with U.S. generally accepted accounting principles.

 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
an accumulated deficit of $14,852,574 and $13,993,133 as of March 31, 2025, and March 31, 2024, respectively and the Company has a working
capital deficit of $6,796,724 and $6,348,420 as of March 31, 2025, and March 31, 2024, respectively. Further, the Company has incurred
and expects continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction
costs in pursuit of the consummation of a Business Combination. These conditions raise substantial doubt about the uncertainty in the
Company's ability to continue as a going concern. Management's plans regarding this uncertainty are also described in the
Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty. Our opinion is not modified with respect to this matter.

 Basis for Opinion

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

 We conducted our 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, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

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

 Critical Audit Matters

 The Critical Audit Matter
are matters arising from the current period audit of the financial statements that was communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Mercurius & Associates LLP

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

 New Delhi, India

 Date: July 15, 2025

 LLPIN-AAG-1471

 A-94/8, Wazirpur Industrial Area

 New Delhi-110052, India

 F- 1

 BALANCE SHEETS

 2025

 2024

 ASSETS

 Current Assets

 Cash

 $
 241,548

 $
 1,044

 Other receivable

 10,000

 10,000

 Prepaid expenses

 17,583

 18,956

 Total Current Assets

 269,131

 30,000

 Investments held in Trust Account

 3,380,327

 11,363,873

 Total Assets

 $
 3,649,458

 $
 11,393,873

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 957,626

 $
 1,674,665

 Due to Prior Sponsor

 656,913

 656,913

 Promissory notes- Prior Sponsor

 2,445,000

 2,445,000

 Promissory notes - JC Unify

 2,659,713

 1,062,232

 Excise tax payable

 91,920

 113,689

 Income tax payable

 254,683

 425,921

 Total Current Liabilities

 7,065,855

 6,378,420

 -

 -

 Deferred underwriting fee payable

 8,050,000

 8,050,000

 Warrant liability

 18,330

 31,079

 Total Liabilities

 15,134,185

 14,459,499

 Commitments (see Note 6)

 Common stock subject to possible redemption: 289,694 and 975,530, shares issued and outstanding at $ 11.62 and $ 11.20 redemption value as of March 31, 2025 and 2024, respectively

 3,367,192

 10,926,852

 Stockholders' Deficit

 Preferred stock, $ 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

 -

 -

 Common stock, $ 0.0001 par value; 500,000,000 shares authorized; 6,546,900 shares issued and outstanding (excluding 289,694 and 975,530 shares subject to possible redemption as of March 31, 2025 and 2024, respectively)

 Accumulated deficit

 ( 14,852,574
)

 ( 13,993,133
)

 Total Stockholders' Deficit

 ( 14,851,919
)

 ( 13,992,478
)

 Total Liabilities and Stockholders' Deficit

 $
 3,649,458

 $
 11,393,873

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

 F- 2

 STATEMENTS OF OPERATIONS

 For the Year Ended

 2025

 2024

 General and administrative expenses

 $
 734,798

 $
 1,694,608

 Franchise tax expense

 208,353

 200,000

 Loss from operations

 ( 943,151
)

 ( 1,894,608
)

 Liabilities written back

 142,306

 314,686

 Change in fair value of warrant liability

 12,749

 ( 7,172
)

 Interest and dividend income on investments held in trust account

 502,745

 990,896

 Loss before provision for income taxes

 ( 285,351
)

 ( 596,198
)

 Provision for income taxes

 122,756

 218,289

 $
)

 $
)

 Weighted average shares outstanding, basic and diluted

 7,358,172

 8,251,280

 Basic and diluted net loss per common share

 $
 ( 0.06
)

 $
 ( 0.10
)

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

 F- 3

 STATEMENT OF CHANGES IN STOCKHOLDERS'
DEFICIT

 For the Year Ended March 31, 2025

 Common Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Amount

 Capital

 Deficit

 Deficit

 Balance at March 31, 2024

 6,546,900

 $

 $
 -

 $
 ( 13,993,133
)

 $
 ( 13,992,478
)

 -

 -

 -

)

)

 Accretion of Common Stock Subject to Redemption

 -

 -

 -

 ( 359,636
)

 ( 359,636
)

 Excise tax liability

 -

 -

 -

 ( 91,698
)

 ( 91,698
)

 Balance at March 31, 2025

 6,546,900

 $

 $
 -

 $
 ( 14,852,574
)

 $
 ( 14,851,919
)

 For the Year Ended March 31, 2024

 Common Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Amount

 Capital

 Deficit

 Deficit

 Balance at March 31, 2023

 6,546,900

 $

 $
 -

 $
 ( 11,053,210
)

 $
 ( 11,052,555
)

 -

 -

 -

)

)

 Accretion of Common Stock Subject to Redemption

 -

 -

 -

 ( 2,011,747
)

 ( 2,011,747
)

 Excise tax liability

 -

 -

 -

 ( 113,689
)

 ( 113,689
)

 Balance at March 31, 2024

 6,546,900

 $

 $
 -

 $
 ( 13,993,133
)

 $
 ( 13,992,478
)

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

 F- 4

 STATEMENT OF CASH FLOWS

 For the Year Ended March 31,

 2025

 2024

 Cash Flows from Operating Activities:

 $
)

 $
)

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

 Interest and dividend income on investments held in trust account

 ( 502,745
)

 ( 990,896
)

 Change in fair value of warrant liability

 ( 12,749
)

 7,172

 Changes in operating assets and liabilities:

 Prepaid expenses

 1,374

 33,544

 Other receivable

 -

 ( 10,000
)

 Accounts payable and accrued expenses

 ( 717,039
)

 281,958

 Excise tax paid

 ( 113,468
)

 -

 Income tax payable

 ( 171,238
)

 218,289

 Net cash used in operating activities

 ( 1,923,972
)

 ( 1,274,421
)

 Cash Flows from Investing Activities:

 Cash deposited in Trust Account

 ( 188,000
)

 ( 1,088,109
)

 Cash withdrawn from trust account to pay franchise tax

 754,995

 324,668

 Cash withdrawn from trust account in connection with redemption

 7,919,296

 11,368,921

 Net cash provided by investing activities

 8,486,291

 10,605,480

 Cash Flows from Financing Activities:

 Proceeds from loan - JC Unify

 1,597,481

 1,062,232

 Proceeds from promissory note - related party

 -

 319,459

 Advance from Prior Sponsor

 -

 656,913

 Redemption of common stock

 ( 7,919,296
)

 ( 11,368,921
)

 Net cash used in financing activities

 ( 6,321,815
)

 ( 9,330,317
)

 Net Change in Cash

 240,504

 Cash - Beginning of period

 1,044

 Cash - End of period

 $
 241,548

 $
 1,044

 Non-cash investing and financing activities

 Accretion of Public Shares to redemption value

 $
 359,636

 $
 2,011,747

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

 F- 5

 NOTES TO FINANCIAL STATEMENTS

 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS

 International Media Acquisition Corp. (" IMAQ "
or the " Company ") is a blank check company incorporated in Delaware on January 15, 2021. The Company was formed for
the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a " Business Combination "). The Company is not limited to a particular industry or geographic
region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.

 As of March 31, 2025, the Company had not commenced
any operations. All activity for the period from January 15, 2021 (inception) through March 31, 2025, related to the Company's formation
and initial public offering (" Initial Public Offering "), which is described below, and identifying a target Business
Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.
The Company generates non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public
Offering. The Company had selected December 31 as its fiscal year end. On August 16, 2022, the board of directors of International Media
Acquisition Corp. approved a change to the Company's fiscal year end from December 31 to March 31, in accordance with the Company's
Bylaws.

 The registration statement filed in connection
with the Company's Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company consummated the
Initial Public Offering of 20,000,000 units (the " Units "), at $ 10.00 per Unit, generating gross proceeds of $ 200,000,000,
which is discussed in Note 3.

 Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 714,400 units (the " Private Units "), at a price of $ 10.00 per
Private Unit in a private placement to the Company's prior sponsor, Content Creation Media LLC (the " Prior Sponsor "),
generating gross proceeds of $ 7,144,000, which is described in Note 4.

 On August 6, 2021, in connection with the underwriters'
exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, the Company consummated
the sale of an additional 3,000,000 Units, generating gross proceeds of $ 30,000,000.

 Simultaneously with the closing of the exercise
of the over-allotment option, the Company consummated the sale of an additional 82,500 Private Units, at a price of$ 10.00 per Private
Unit, in a private placement to the Prior Sponsor, generating gross proceeds of $ 825,000.

 Following the closing of the Initial Public Offering
and the sale of the Private Units, a total of $ 230,000,000 was placed in a trust account (the " Trust Account ") and
was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,
as amended (the "Investment Company Act"), with a maturity of 180 days or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the
earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described
below.

 F- 6

 The Company will provide the holders (the " public
stockholders ") of the shares of common stock included in the Units sold in the Initial Public Offering (the " Public
Shares ") with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination
either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The
decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by
the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of
the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds
held in the Trust Account and not previously released to the Company to pay income and other tax obligations owed by IMAQ). There will
be no redemption rights upon the completion of a Business Combination with respect to the Company's rights or warrants. The Public
Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public
Offering in accordance with the Financial Accounting Standards Board's (" FASB ") Accounting Standards Codification
(" ASC ") Topic 480 Distinguishing Liabilities from Equity(" ASC 480 ").

 The Company will proceed with a Business Combination
only if the Company has net tangible assets of at least $ 5,000,001 either prior to or upon such consummation of a Business Combination
and, if the Company seeks stockholder approval and assuming a quorum is present at the meeting, the affirmative vote of a majority of
the shares of common stock present in person or represented by proxy and entitled to vote at the meeting are voted in favor of the Business
Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other
reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the " Amended and Restated Certificate
of Incorporation "), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(" SEC ") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder
approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the
Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Prior Sponsor and the other holders
of the Founder Shares (as defined in Note 5) have agreed to vote their Founder Shares, their Private Shares (as defined in Note 4) and
any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each
public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or
don't vote at all.

 Notwithstanding the above, if the Company seeks
stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and
Restated Certificate of Incorporation provides 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 Securities Exchange
Act of 1934, as amended (the " Exchange Act ")), will be restricted from redeeming its shares with respect to more than
an aggregate of 20 % or more of the Public Shares, without the prior consent of the Company.

 The Prior Sponsor and the other initial stockholders
(as defined in Note 5) have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public
Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to
their Founder Shares and Private Shares if the Company fails to complete (a Business Combination and (c) not to propose, or vote in favor
of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company's
obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination within 12 months (or up to 18 months
if the Company extends the period of time) from the closing of the Initial Public Offering, unless the Company provides the public stockholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Prior Sponsor and the other
initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating
distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined
below).

 The Company initially had 12 months (or up to
18 months if the Company extends the period of time) from the closing of the Initial Public Offering to complete a Business Combination
(the " Combination Period "). On July 27, 2022, IMAQ held a special meeting of stockholders (the " July 2022
Special Meeting "). As approved by its stockholders at the July 2022 Special Meeting, the Company filed a certificate of amendment
to its amended and restated certificate of incorporation (the " July 2022 Charter Amendment ") which became effective
upon filing. The July 2022 Charter Amendment changed the date by which IMAQ must consummate an initial business combination to allow
the Company to extend two times for an additional three months each time, or from August 2, 2022 to February 2, 2023. On January 27,
2023, IMAQ held a special meeting of stockholders (the " January 2023 Special Meeting "). As approved by its stockholders
at the January 2023 Special Meeting, the Company filed a certificate of amendment to its amended and restated certificate of incorporation
(the " January 2023 Charter Amendment ") which became effective upon filing. The January 2023 Charter Amendment changed
the date by which IMAQ must consummate an initial business combination for an additional three (3) months, from February 2, 2023 to May
2, 2023, with an ability to further extend by three (3) additional one (1) month periods until August 2, 2023.

 On July 31, 2023, IMAQ held a special meeting
of stockholders (the " July 2023 Special Meeting "). As approved by its stockholders at the July 2023 Special Meeting,
the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the " July 2023 Charter
Amendment ") which became effective upon filing. The July 2023 Charter Amendment changed the date by which IMAQ must consummate
a business combination for twelve (12) additional one (1) month periods from August 2, 2023, to August 2, 2024 (i.e., for a total period
of time ending 36 months from the consummation of its initial public offering.

 F- 7

 On January 2, 2024, IMAQ held a special meeting
of stockholders (the " January 2024 Special Meeting "). As approved by its stockholders at the January 2024 Special Meeting,
the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the " Extension Charter
Amendment ") which became effective upon filing. The Extension Charter Amendment extended the deadline by which IMAQ must consummate
an initial business combination for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025 (the " Amended
Combination Period ") provided that, in connection with each one-month extension, a deposit of $ 20,000 is made into the Trust
Account established in connection with the Company's initial public offering. Stockholders also approved an amendment to the amended
and restated certificate of incorporation (the " NTA Charter Amendment ") to expand the methods by which the Company
may avoid being deemed a "penny stock" under the Rule 419 under the Securities Exchange Act of 1934, as amended.

 If the Company is unable to complete a Business
Combination within the Second Amended Combination Period (as defined below), the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the outstanding
Public Shares for a pro rata portion of the funds held in the Trust Account, which redemption will completely extinguish public stockholders'
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining holders of common
stock and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company's obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to the Company's rights and warrants, which will expire worthless if the Company fails
to complete a Business Combination within the Second Amended Combination Period.

 The underwriters have agreed to waive their rights
to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business
Combination within the Second Amended Combination Period, and, in such event, such amounts will be included with the other funds held
in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible
that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit
($ 10.00).

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

 Termination of Stock Purchase Agreement

 On October 22, 2022, the Company entered into
a Stock Purchase Agreement (the " Prior SPA ") with Risee Entertainment Holdings Private Limited, a company incorporated
in India (" Risee "), and Reliance Entertainment Studios Private Limited, company incorporated in India (the " Prior
Target Company "). Pursuant to the terms of the Prior SPA, a business combination between the Company and the Prior Target Company
was to be effected by the acquisition of 100 % of the issued and outstanding share capital of the Prior Target Company from Risee in a
series of transactions (collectively, the " Stock Acquisition "). The aggregate purchase price for the shares of the
Prior Target Company under the Prior SPA was $ 102,000,000, and in addition, the Company also agreed to make a primary investment into
the Prior Target Company in the amount of $ 38,000,000, which was to be used solely for the purposes of repayment of inter-company loans
aggregating to $ 38,000,000 as existing on the books of the Prior Target Company at the initial closing of the Stock Acquisition.

 As previously disclosed, pursuant to Section 12.1(a)
of the Prior SPA, wherein in the event of the Initial Closing (as defined in the Prior SPA) has not occurred by the Outside Closing Date
(as defined in the Prior SPA) either Risee or the Prior Target Company or the Company had the right to terminate the Prior SPA. Risee
terminated the Prior SPA with immediate effect, and the Prior Target Company and the Company acknowledged and accepted the termination
letter dated October 25, 2023 received by the Company on October 26, 2023, without any liability to any of the parties involved.

 F- 8

 Securities Purchase Agreement

 On November 10, 2023, the Company entered into
a Securities Purchase Agreement with JC Unify Capital (Holdings) Limited, a BVI company (" JC Unify " or the " Buyer "), the
Prior Sponsor, and Shibasish Sarkar, (" Seller ", together with the Prior Sponsor the " Sellers "),
and as amended on January 31, 2024 (the " Securities Purchase Agreement "), pursuant to which the Prior Sponsor agreed
to sell, and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents
 76 % of the total Company Securities (as defined in the Securities Purchase Agreement) owned by the Prior Sponsor for an aggregate purchase
price of $ 1.00.

 On January 31, 2024, the Company entered into
the First Amendment to the Securities Purchase Agreement (the "First Amendment") with the Prior Sponsor, Buyer
and Sellers, that amended and modified the Securities Purchase Agreement pursuant to which, among other things, (i) the Prior Sponsor
agreed to sell, and the Buyer agreed to purchase, 4,125,000 shares of common stock and 657,675 private placement units of the Company,
which represents 76 % of the total company securities owned by the Prior Sponsor, (ii) the Sellers shall deliver the termination
of indemnity agreements of Shibasish Sarkar and Vishwas Joshi, and resignations of all of the officer and directors of IMAQ, other than
the officer and director(s) as mutually agreed, whose resignations shall be effective on the 10th day following the mailing to stockholders
of a Schedule 14F or proxy statement pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors
(iii) in connection with the issuance of a $ 1,300,000 promissory note by the Buyer to the Company, IMAQ shall issue (i) 100,000 new units
and 847,675 shares of common stock from the Company at the closing of a business combination, (iv) out of the $ 300,000 fee due to Chardan
Capital Markets LLC (the " Chardan "), $ 50,000 shall be rebated via wire transfer from the Chardan to the Prior Sponsor
at the Closing, (v) the Sellers and the Buyer agree and acknowledge that the Company shall purchase directors and officers' insurance
for the officers or directors of the Company that is serving or has served as an officer or director of IMAQ prior to the signing of the
Securities Purchase Agreement (" Initial Officers and Directors ") with coverage of $ 1 million for an one (1) year, covering
the period from July 26, 2023 to July 26, 2024, and (vi) the Company will use best efforts to include a provision in the definitive business
combination agreement, stipulating that the potential target will refrain from initiating any legal action against Initial Officers and
Directors of the Company, except in the event of fraud, negligence or bad faith prior to their resignations.

 Issuance of Unsecured January 2024 Promissory
Note

 On January 31, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount of up to $ 1,300,000 (the " January 2024 Promissory Note ") to the Buyer.
Pursuant to the January 2024 Promissory Note, the Buyer agreed to loan to the Company an aggregate amount of up to $ 1,300,000. The January
2024 Promissory Note shall be payable promptly on demand and in any event, no later than the date on which the Company terminates or consummates
an initial business combination. Such January 2024 Promissory Note is convertible into units having the same terms and conditions
as the private placement units as described in the Prospectus, at the price of $ 10.00 per unit, at the option of the Buyer. The January
2024 Promissory Note does not bear interest. As additional consideration for the Buyer making the January 2024 Promissory Note available
to the Company, the Company shall issue to the Buyer (a) 100,000 new units at the closing of the Business Combination, which shall be
identical in all respects to the private placement units issued at the Company's initial public offering (the " New Units "),
and (b) 847,675 shares of Common Stock of the Company (the " Additional Securities ") of which (i) 250,000 of the Additional
Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be
registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the
closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination,
the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days
after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination;
and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described
in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business

 Annual Meeting

 On February 13, 2024, the Company held its annual
meeting of shareholders (the " 2024 February Annual Meeting "). At the 2024 February Annual Meeting, Sanjay Wadhwa and
Shibasish Sarkar were appointed as Class I directors with a term expiring at the Company's annual general meeting to be held in
2025; Claudius Tsang and Yu-Ping Edward Tsai were appointed as Class II directors with a term expiring at the Company's annual meeting
to be held in 2026; and Daung-Yen Lu, Yao Chin Chen, and Chih Young Hung were appointed as Class III directors with a term expiring at
the Company's annual meeting to be held in 2027.

 On December 30, 2024, the Company held its annual
meeting of stockholders (the " December 2024 Annual Meeting "). As approved by its stockholders at the Annual Meeting,
the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the " December 2024 Charter
Amendment ") which became effective upon filing. The December 2024 Charter Amendment extended the deadline by which IMAQ has
to consummate an initial business combination for twenty-four (24) additional one (1) month periods from January 2, 2025 to January 2,
2027 (the " Second Amended Combination Period ") provided that, in connection with each one-month extension, a deposit
of $ 2,000 is made into the Trust Account (the " Trust Amendment ") established in connection with the Company's
initial public offering. Stockholders approved the Target Amendment Proposal to allow the Company to undertake an initial business combination
with any entity with its principal business operations in China (including Hong Kong and Macau). Stockholders also approved the Director
Proposal to elect one Class I director to the Company's board of directors until the expiration of his or her term or until his
or her respective successor has been duly elected and qualified or until his or her earlier resignation, removal or death. The term of
the Class I directors will end at our annual meeting held in 2028.

 F- 9

 Issuance of Unsecured Promissory Note B

 On February 27, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount of up to $ 530,000 (the " Promissory Note B ") to the Buyer. Pursuant
to Promissory Note B, the Buyer agreed to loan to the Company an aggregate amount of up to $ 530,000. The Promissory Note B shall be payable
promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination.
The Promissory Note B is convertible into units having the same terms and conditions as the private placement units as described in the
Prospectus at the price of $ 10.00 per unit, at the option of the Buyer. The Promissory Note B does not bear interest. The proceeds of
Promissory Note B will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time
the Company has to consummate an initial business combination, and for working capital purposes.

 Issuance of Unsecured Promissory Note C

 On February 27, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount of up to $ 470,000 (the " Promissory Note C ") to the Buyer. Pursuant
to Promissory Note C, the Buyer agreed to loan to the Company an aggregate amount of up to $ 470,000. The Promissory Note C shall be payable
promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination.
The Promissory Note C is convertible into units having the same terms and conditions as the private placement units as described in the
Prospectus, at the price of $ 10.00 per unit, at the option of the Buyer. The Promissory Note C does not bear interest. The proceeds
of the Note will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the
Company has to consummate an initial business combination, and for working capital purposes.

 On June 28, 2024, the Company entered into amendments
to the JC Unify Prior Notes. Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right to convert the JC Unify Prior
Notes into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth of one share of Common
Stock of the Company (together, the " JC Unify Prior Notes Conversion Securities "), with no fractional JC Unify Prior
Notes Conversion Securities to be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior
Notes Conversion Securities, the JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination.
The Amendments to the JC Unify Prior Notes also amended the events of default, so that the failure of the Company to issue JC Unify Prior
Notes Conversion Securities constitutes a failure to make required payments, constituting an event of default.

 Issuance of Unsecured Promissory Note D

 On March 28, 2025, the Company issued an unsecured
promissory note in the aggregate principal amount of up to $ 600,000 (the " Promissory Note D ") to the Buyer. Pursuant
to Promissory Note D, the Buyer agreed to loan to the Company an aggregate amount of up to $ 600,000. The Promissory Note D shall be payable
promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination.
The Promissory Note D is convertible into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth
of one share of Common Stock of the Company (together, the " Promissory Note D Conversion Securities "), with no fractional
Promissory Note D Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing
of the Business Combination. The Promissory Note D does not bear interest. The proceeds of Promissory Note D will be used by the Company
to pay various expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business
combination, and for working capital purposes.

 Issuance of Unsecured Promissory Note E

 As described in Note 11, on April 20, 2025, the
Company issued an unsecured promissory note in the aggregate principal amount of up to $ 3,000,000 (the " Promissory Note E ")
to Wei-Hua Chang (the " Promissory Note E Lender "). Pursuant to the Promissory Note E, the Promissory Note E Lender
agreed to loan to the Company an aggregate amount of up to $ 3,000,000. The Promissory Note E shall be payable promptly on demand and in
any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory Note
E is convertible into units consisting of one share of Common Stock of the Company and one right to receive one-twentieth of one share
of Common Stock of the Company (together, the " Promissory Note E Conversion Securities "), with no fractional Promissory
Note E Conversion Securities to be issued upon conversion, and has the right to be converted immediately prior to the closing of the Business
Combination. The Promissory Note E does not bear interest. The proceeds of Promissory Note E will be used by the Company to pay various
expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination,
and for working capital purposes.

 The foregoing description of Promissory Note E
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note E, a copy of which
is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.

 F- 10

 Amendments to Unsecured Promissory Note –
Related Party

 IMAQ issued four unsecured promissory notes to
the Prior Sponsor, dated as of January 14, 2022, and as amended on March 29, 2022 (the " Amended Post-IPO Promissory Note "),
dated as of August 10, 2022 (the " August 2022 Promissory Note "), November 18, 2022 (the " November 2022 Promissory
Note "), and February 14, 2023 (the " February 2023 Promissory Note ", together with Amended Post-IPO Promissory
Note, August 2022 Promissory Note and November 2022 Promissory Note, the " CCM Prior Notes ").

 On March 11, 2025, the Company entered into four
amendments to the CCM Prior Notes, the amendment to the Amended Post-IPO Promissory Note (the " Second Amended Post-IPO Note "),
the amendment to the August 2022 Promissory Note (the " Amended August 2022 Note "), the amendment to November 2022 Promissory
Note (the " Amended November 2022 Note "), and the amendment to February 2023 Promissory Note ( the "Amended
February 2023 Note ", together with the Second Amended Post-IPO Note, the Amended August 2022 Note and the Amended November 2022
Note, the " Amendments to the CCM Promissory Notes ") with the Sponsor. Pursuant to the Amendments to the CCM Promissory
Notes, the Prior Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common Stock pursuant to the Second Amended Post-IPO
Note, Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note, respectively, which equals to an aggregate
of 206,656 Shares of Common Stock after the date on which the Company consummates a Business Combination as final and full settlement
of all outstanding amounts owed under the CCM Prior Notes issued to the Prior Sponsor by the Company, which shall be subject to a 12-month
lock-up as described in the Lock-Up Agreement dated March 11, 2025.

 The foregoing description of the Amendments to
the CCM Promissory Notes does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendments
to the CCM Promissory Notes dated March 11, 2025, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4,
to the Current Report on Form 8-K filed on March 14, 2025, and incorporated by reference herein.

 Merger Agreement with VCI Holdings Limited
and Vietnam Biofuels Development Joint Stock Company

 As described in Note 11, on April 3, 2025, the
Company entered into a Merger Agreement (as it may be amended, supplemented or otherwise modified from time to time, the " Merger
Agreement ") with VCI Holdings Limited, a British Virgin Islands business company (the " VCI Target Company "),
and Vietnam Biofuels Development Joint Stock Company, a Vietnamese company (" VNB " and together with Target Company,
the " Target Group "), pursuant to which (a) IMAQ will form International Media Mini Acquisition Corp, a British Virgin
Islands business company, as its wholly owned subsidiary (" Purchaser "), (b) IMAQ will be merged with and into Purchaser
(the " Redomestication Merger "), with Purchaser be the surviving entity (the " Redomestication Merger Surviving
Corporation "), (c) following the Redomestication Merger, the Redomestication Merger Surviving Corporation will purchase 100 %
of the issued and outstanding shares of the VCI Target Company and (d) following the completion of the share purchase, the VCI Target
Company shall become a direct wholly owned subsidiary of the Redomestication Merger Surviving Corporation (collectively, the " VCI
Business Combination "). Following the VCI Business Combination, Purchaser will be a publicly traded company listed on a stock
exchange in the United States. Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid is an aggregate of
$ 1,000,000,000 divided by $ 10.00, consisting of 90,000,000 Redomestication Merger Surviving Corporation Class A Ordinary Shares and 10,000,000
Redomestication Merger Surviving Corporation Class B Ordinary Shares (the " Closing Payment Shares ").

 Upon its formation, the Purchaser shall sign a
joinder agreement, agreeing to be bound by the Merger Agreement as if the Purchaser were a party thereto on the date of its signing.

 The Merger Agreement contains customary representations,
warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described
in the Merger Agreement.

 The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which
is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 Extension Payment and Shares Redemption

 Initially, the Company was required to complete
its initial business combination transaction by August 2, 2022, which was 12 months from the closing of the Initial Public Offering (the
" Initial Combination Period "). On July 27, 2022, at a special meeting of the Company's stockholders (the " Extension
Meeting "), the stockholders approved a proposal to amend the Company's investment management trust agreement, dated as
of July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the " Trustee "), allowing
the Company to extend the Initial Combination Period two times for an additional three months each time, or from August 2, 2022 to February
2, 2023 by depositing into the Trust Account $ 350,000 for each three-month extension. In connection with the proposal, the Company's
public stockholders had the right to redeem their shares of common stock for cash equal to their pro rata share of the aggregate amount
on deposit in the Trust Account as of two days prior to such stockholder vote. Public stockholders holding 21,026,882 shares of the Company's
common stock (out of a total of 23,000,000 shares of common stock held by public stockholders) exercised their right to redeem such shares
at a redemption price of approximately $ 10.03 per share. On August 7, 2023 public stockholders holding 63,395 shares of the Company's
common stock (out of a total of 1,973,118 shares of common stock held by public stockholders) exercised their right to redeem such shares
at a redemption price of approximately $ 10.89 per share.

 F- 11

 As previously disclosed, stockholders at the January
2024 Special Meeting approved the Extension Charter Amendment to extend the deadline by which IMAQ must consummate an initial business
combination for twelve (12) additional one (1) month periods from January 2, 2024 to January 2, 2025. In connection with the Special Meeting,
the Company's stockholders elected to redeem an aggregate of 934,193 shares of common stock at a redemption price of approximately
$ 11.43 per share.

 On July 26, 2022, the extension payment of $ 350,000
was deposited by the Prior Sponsor into the Company's Trust Account to extend the August 2, 2022, deadline to November 2, 2022.

 On October 28, 2022, a second extension payment
of $ 350,000 was deposited by the Prior Sponsor into the Company's Trust Account to extend the November 2, 2022, deadline to February
2, 2023.

 On February 3, 2023, the third extension payment
of $ 385,541 was deposited by the Prior Sponsor into the Company's Trust Account to extend the February 2, 2023, deadline to May
2, 2023.

 On June 1, 2023, a fourth partial extension payment
of $ 128,513 was deposited by the Prior Sponsor into the Company's Trust Account to extend the May 2, 2023, deadline to August 2,
2023.

 On June 23, 2023, fifth partial extension payment
of $ 128,513 was deposited by the Company into the Company's Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

 On July 11, 2023, sixth partial extension payment
of $ 128,513 was deposited by the Company into the Company's Trust Account to extend the May 2, 2023, deadline to August 2, 2023.

 The Company has made the monthly deposit into
the Trust Account of $ 128,513 for the monthly extension, from August 2, 2023 until January 2, 2024.

 On each of January 2, 2024, February 1, 2024,
March 6, 2024, April 5, 2024, April 29, 2024, May 28, 2024, June 25, 2024, August 5, 2024, September 4, 2024, September 27, 2024, October
28, 2024 and November 27, 2024, the Company made a deposit of $ 20,000 to the Trust Account to extend the period of time the Company
has to consummate an initial business combination from January 2, 2024 to January 2, 2025.

 As previously disclosed, stockholders at the December
2024 Annual General Meeting approved the December 2024 Charter Amendment Proposal and Trust Amendment Proposal to extend the deadline
by which IMAQ has to consummate an initial business combination for twenty-four (24) additional one (1) month periods from January 2,
2025 to January 2, 2027. In connection with the Annual General Meeting, the Company's stockholders elected to redeem an aggregate
of 685,836 shares of common stock at a redemption value of $ 7,919,296 (or approximately $ 11.55 per share). At December
31, 2024, the Company recorded an estimated liability of $ 7,919,296 payable to the redeemed public stockholders. The outstanding
liability was subsequently paid on February 10, 2025.

 On each of December 30, 2024 and January 24, 2025,
2025, March 12, 2025, March 26, 2025, April 23, 2025, May 29, 2025, and June 26, 2025 the Company made a deposit of $ 2,000 to the
Trust Account to extend the period of time the Company has to consummate an initial business combination from January 2, 2025 to August
2, 2025.

 Departure of Director or Certain Officers

 On June 20, 2024, the Company received the resignation
of Mr. Chih Young Hung as Director of the Company. Mr. Hung's resignation was not the result of any disagreement with the Company
or the Board on any matter relating to the Company's operations, policies or practices. Mr. Hung was the Chair of the Company's
Compensation Committee and Audit Committee.

 On July 2, 2024, the Company received the resignation
of Mr. Daung-Yen Lu as Director of the Company. Mr. Lu's resignation was not the result of any disagreement with the Company or
the Board on any matter relating to the Company's operations, policies or practices. Mr. Lu was a member of the Company's
Compensation Committee and Audit Committee.

 On July 2, 2024, the Company received the resignation
of Mr. Yu-Ping Tsai as Director of the Company. Mr. Tsai's resignation was not the result of any disagreement with the Company or
the Board on any matter relating to the Company's operations, policies or practices. Mr. Tsai was a member of the Company's
Compensation Committee and Audit Committee.

 On July 4, 2024, the Company received the resignation
of Mr. Claudius Tsang as Director of the Company. Mr. Tsang's resignation was not the result of any disagreement with the Company
or the Board on any matter relating to the Company's operations, policies or practices.

 F- 12

 On August 6, 2024, the Company received the resignation
of Mr. Yao Chin Chen as Director of the Company. Mr. Chen's resignation was not the result of any disagreement with the Company.
Effective upon Mr. Chen's resignation as a Director, the size of the Company's Board reduced to four Directors.

 On August 6, 2024, the Board appointed Mr. Hsu-Kao
Cheng as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Chih Young Hung with effect from August
6, 2024 until the Company's annual meeting to be held in 2027. The Board has determined that Mr. Cheng is an "independent
director" as that term is defined under the List Rules of the Nasdaq. Mr. Cheng shall serve as the Chairman of the Audit Committee
and the Compensation Committee of the Board.

 On August 6, 2024, the Board of the Company appointed
Mr. Tao-Chou Chang as Class III director of the Board, to fill in the vacancy created by the resignation of Mr. Daung-Yen Lu with effect
from August 6, 2024 until the Company's annual meeting to be held in 2027. The Board has determined that Mr. Chang is an "independent
director" as that term is defined under the Listing Rules of Nasdaq. Mr. Chang shall serve as a member of the Company's Audit
Committee and the Compensation Committee of the Board.

 On August 6, 2024, the Board of the Company appointed
Mr. Ming-Hsien Hsu as Class II director of the Board, to fill in the vacancy created by the resignation of Mr. Yu-Ping Tsai with effect
from August 6, 2024 until the Company's annual meeting to be held in 2026. The Board has determined that Mr. Hsu is an "independent
director" as that term is defined under the Listing Rules of Nasdaq. Mr. Hsu shall serve as a member of the Company's Audit
Committee and the Compensation Committee of the Board.

 On March 11, 2025, the Company received the resignation
of Mr. Shibasish Sarkar as the Chief Executive Officer and as Class I director of the Company's board of directors effective immediately.
Mr. Sarkar's resignation was not the result of any disagreement with the Company or the Board. Mr. Sarkar was the Chairman of the
Board and the principal accounting and financial officer.

 The Board of the Company appointed Ms. Yu-Fang
Chiu to serve as Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, to fill in the vacancy created by the resignation
of Mr. Shibasish Sarkar with effect from March 11, 2025 until the Company's annual meeting to be held in 2028 and until her successor
is duly elected and qualified or until her earlier death, resignation or removal.

 Delisting from the Nasdaq

 On July 30, 2024, the Company received a notice
(" Delisting Notice ") from the Listing Qualifications Staff of Nasdaq, which stated that, unless the Company timely
requests a hearing before the Nasdaq Hearings Panel (the " Panel ") by August 6, 2024 for additional time to complete
a business combination, trading of the Company's securities on The Nasdaq Capital Market would be suspended at the opening of business
on August 8, 2024, due to the Company's non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition
company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.

 On August 8, 2024, trading in the Company's
securities was suspended on Nasdaq. The securities are now quoted on Over-the-Counter (OTC) markets under the same symbols.

 Liquidity and Going Concern

 As of March 31, 2025 and 2024, the Company had
cash of $ 241,548 and $ 1,044, and a working capital deficit of $ 6,796,725 and $ 6,348,420, respectively. During the fiscal year ended
March 31, 2025, the Company received loans totaling $ 1,597,481 from JC Unify, to fund extension deposits and working capital needs. As
a result of the monthly deposits into the trust account, the Company has until August 2, 2025 (unless the Company further extends the
time to complete a Business Combination) to consummate a Business Combination. It is uncertain that the Company will be able to consummate
a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation
and subsequent dissolution.

 F- 13

 The Company has incurred and expects to continue
to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of
the consummation of a Business Combination. As of March 31, 2025 and 2024, the accumulative deficit balance was $( 14,960,951) and $( 13,993,133),
respectively. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated
to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with
applicable securities laws, the Company may issue additional securities or incur debt in connection with such Business Combination. In
connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's
Accounting Standards Update (" ASU ") 2014-15, "Disclosures of Uncertainties about an Entity's Ability
to Continue as a Going Concern," management has determined that these conditions raise substantial doubt about our ability
to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Second Amended Combination
Period (January 2, 2027), the Company's board of directors would proceed to commence a voluntary liquidation and thereby a formal
dissolution of the Company. There is no assurance that the Company's plans to consummate a Business Combination will be successful
within the Second Amended Combination Period. As a result, management has determined that such an additional condition also raises substantial
doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 Risks and Uncertainties

 Management is currently evaluating the impact
of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, the Israel-Hamas
conflict, the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and the United States trade and tariff
policy and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these
events could have a negative effect on the Company's financial position, results of its operations and/or search for a target company,
the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include
any adjustments that might result from the outcome of these risks and uncertainties.

 Inflation Reduction Act of 2022

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the " IR Act ") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain
domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its
shareholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the " Treasury ") has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to
repurchases that occur after December 31, 2022.

 Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any "PIPE"
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company's ability to complete a Business Combination.

 As a result of the redemptions by the public stockholders in August
2023, January 2024 and December 2024, the Company recorded $ 205,388 total excise tax liability (including estimated penalties of $ 12,506)
for the fiscal year ended March 31, 2025. During the second quarter of 2024, the Internal Revenue Service 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. If the Company
is unable to pay its obligation in full, 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. In February 2025, the Company filed an excise tax return for the redemptions in August
2023 and January 2024 and paid a total of $ 113,468 in excise taxes. As of March 31, 2025, $ 91,920 in excise tax remained outstanding.

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statements are presented
in conformity with accounting principles generally accepted in the United States of America (" GAAP ") and pursuant to
the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion
of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included.

 F- 14

 Emerging Growth Company

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

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the 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 statements in conformity
with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses
during the reporting period.

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

 Cash and Cash Equivalents

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 241,548 and $ 1,044 and
none in cash equivalents as of March 31, 2025 and 2024, respectively.

 Investments Held in Trust Account

 As of March 31, 2025, the assets held in the Trust
Account were comprised of U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act,
with maturities of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have
a readily determinable fair value, or a combination thereof. When the Company's investments held in the Trust Account are comprised
of U.S. government securities, the investments are classified as trading securities. When the Company's investments held in the
Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in
money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from
the change in the fair value of these securities are reported in the statements of operations. The estimated fair values of investments
held in the Trust Account are determined using available market information. The Company had $ 3,380,327 and $ 11,363,873 in Trust
Account as of March 31, 2025 and 2024, respectively.

 Warrant Liability

 The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance
in ASC 480 and ASC 815, Derivatives and Hedging (" ASC 815 "). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of
the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common
stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 F- 15

 For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. In accordance with the guidance
contained in ASC 815, the Public Warrants qualify for equity treatment. The Private Warrants do not qualify as equity and are recorded
as a liability at fair value. Changes in the estimated fair value of the Private Warrants are recognized as a non-cash gain or loss on
the statements of operations. The fair value of the Private Warrants (as defined in Note 4) was estimated using a Black-Scholes method
(see Note 9).

 Common Stock Subject to Possible Redemption

 All of the remaining Public Shares sold as part
of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection
with the Company's liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in
connection with certain amendments to the Company's Amended and Restated Certificate of Incorporation. In accordance with SEC and
its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely
within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore,
all redeemable Public Shares have been classified outside of permanent equity.

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

 As of March 31, 2025, the redeemable common stock
reflected in the balance sheet are reconciled in the following table:

 Gross proceeds

 $
 230,000,000

 Less:

 Proceeds allocated to Public Warrants

 ( 12,466,000
)

 Proceeds allocated to Public Rights

 ( 7,337,000
)

 Issuance costs allocated to common stock

 ( 13,850,689
)

 Plus:

 Remeasurement of carrying value to redemption value

 33,653,689

 Common stock subject to possible
 redemption, March 31, 2022

 230,000,000

 Plus:

 Remeasurement of carrying value to redemption value

 1,264,548

 Less:

 Redemption

 ( 210,980,522
)

 Common stock subject to possible
 redemption, March 31, 2023

 20,284,026

 Plus:

 Remeasurement of carrying value to redemption value

 2,011,747

 Less:

 Redemption

 ( 11,368,921
)

 Common stock subject to possible
 redemption, March 31, 2024

 $
 10,926,852

 Plus:

 Remeasurement of carrying value to redemption value

 359,636

 Less:

 Redemption

 ( 7,919,296
)

 Common stock subject to possible
 redemption, March 31, 2025

 $
 3,367,192

 Offering Costs associated with the Initial
Public Offering

 The Company complies with the requirements of
ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional
and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly
attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for
equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting
to $ 15,242,385 as a result of the Initial Public Offering (consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting
fees, and $ 2,592,385 of other offering costs). The Company recorded $ 13,850,689 of offering costs as a reduction of temporary equity in
connection with the Public Shares. The Company recorded $ 1,386,770 as a reduction of permanent equity in connection with the Public Warrants,
Public Rights, Private Shares and Private Rights. The Company immediately expensed $ 4,926 of offering costs in connection with the Private
Warrants that were classified as liabilities.

 F- 16

 Share-Based Payment Arrangements

 The Company accounts for stock awards in accordance
with ASC 718, Compensation - Stock Compensation (" ASC 718 "), which requires that all equity awards be accounted for
at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock.

 Costs equal to these fair values are recognized
ratably over the requisite service period based on the number of awards that are expected to vest, or in the period of grant for awards
that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are
recorded to the extent actual forfeitures differ from the Company's initial estimates; previously recognized compensation cost is
reversed if the service or performance conditions are not satisfied, and the award is forfeited.

 Income Taxes

 The Company accounts for income taxes under ASC
740 Income Taxes (" ASC 740 "). ASC 740 requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax
benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized.

 ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position 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. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 While ASC 740 identifies usage of an effective
annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are
significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the
timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken
a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, "If an entity
is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable
estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item
is reported." The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual
elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable
income (loss) and associated income tax provision based on actual results through March 31, 2025.

 The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. The Company accrued $ 16,456 and $ 0 for interest and penalties as of March
31, 2025 and 2024, respectively. There were no unrecognized tax benefits for both fiscal periods. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or material deviation from its position.

 The Company has identified the United States as
its only "major" tax jurisdiction.

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

 Net Loss Per Share of Common Stock

 Net loss per common share is computed by dividing
net loss by the weighted-average number of shares of common stock outstanding during the period. As the Public Shares are considered to
be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other stockholders, redeemable
and non-redeemable common stock are presented as one class of stock in calculating net loss per share. The Company has not considered
the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 17,847,675 shares in
the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events.

 F- 17

 The following table reflects the calculation of
basic and diluted net loss per common stock (in dollars, except per share amounts)

 For the Year Ended

 2025

 2024

 Basic and diluted net loss per share:

 Numerators:

 $
)

 $
)

 Denominators:

 Basic and diluted weighted average shares outstanding

 7,358,172

 8,251,280

 Basic and diluted net loss per share of common stock

 $
 ( 0.06
)

 $
 ( 0.10
)

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

 The carrying amounts reflected in the balance
sheet for current assets and current liabilities are of approximate fair value due to their short-term nature.

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

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

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

 See Note 9 for additional information on assets
and liabilities measured at fair value.

 Recent Accounting Standards

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual
and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker ("CODM"),
as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that
a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment
profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all
annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide
all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal
years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption
permitted. The Company adopted this guidance as of March 31, 2025.

 F- 18

 In December 2023, the FASB issued Accounting
Standards Update 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosure" (" ASU 2023-09 ").
ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity's effective tax rate reconciliation
and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis.
The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing
the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows

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

 NOTE 3. INITIAL PUBLIC OFFERING

 The registration statement filed in connection
with the Company's Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company completed its
Initial Public Offering of 20,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 200,000,000. Each Unit consists of one
share of common stock, one right (" Public Right ") and one redeemable warrant (" Public Warrant ").
Each Public Right entitles the holder to receive one-twentieth of one share of common stock at the closing of a Business Combination (see
Note 8). Each Public Warrant entitles the holder to purchase three-fourths of one share of common stock at an exercise price of $ 11.50
per whole share (see Note 7).

 On August 6, 2021, in connection with the underwriters'
exercise in full of their option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, the Company consummated
the sale of an additional 3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 30,000,000.

 NOTE 4. PRIVATE PLACEMENT

 Simultaneously with the closing of the Initial
Public Offering, the Prior Sponsor purchased an aggregate of 714,400 Private Units at a price of $ 10.00 per Private Unit ($ 7,144,000 in
the aggregate). Each Private Unit consists of one share of common stock (" Private Share "), one right (" Private
Right ") and one warrant (" Private Warrant "). Each Private Right entitles the holder to receive one-twentieth
of one share of common stock at the closing of a Business Combination (see Note 8). Each Private Warrant entitles the holder to purchase
three-fourths of one share of common stock at an exercise price of $ 11.50 per whole share (see Note 7).

 The proceeds from the Private Units was added
to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination
within the Second Amended Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Private Units and all underlying securities will be worthless. There
will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Rights and Private Warrants.

 Simultaneously with the closing of the exercise
of the over-allotment option, the Company consummated the sale of an additional 82,500 Private Units at a price of $ 10.00 per Private
Unit in a private placement to the Prior Sponsor, generating gross proceeds of $ 825,000.

 NOTE 5. RELATED PARTY TRANSACTIONS

 Founder Shares

 On February 9, 2021, the Prior Sponsor paid an
aggregate of $ 25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 share of common stock
(the " Founder Shares "). The Founder Shares included an aggregate of up to 750,000 shares of common stock subject to
forfeiture to the extent that the underwriters' over-allotment option was not exercised in full or in part, so that the Prior Sponsor
would own, on an as-converted basis, 20 % of the Company's issued and outstanding shares after the Initial Public Offering (not including
the Private Units and underlying securities and assuming the Prior Sponsor did not purchase any Public Shares in the Initial Public Offering).
On August 6, 2021, the underwriters exercised the over-allotment option in full, thus these shares are no longer subject to forfeiture.

 The Prior Sponsor and the other holders of the
Founder Shares (the " initial stockholders ") have agreed not to transfer, assign or sell any of the Founder Shares (except
to certain permitted transferees) until, with respect to 50 % of the Founder Shares, the earlier of six months after the date of the consummation
of an initial Business Combination and the date on which the closing price of the Company's common stock equals or exceeds $ 12.50
per share for any 20 trading days within a 30 -trading day period following the consummation of an initial Business Combination and, with
respect to the remaining 50 % of the Founder Shares, six months after the date of the consummation of an initial Business Combination,
or earlier in each case if, subsequent to an initial Business Combination, the Company completes a liquidation, merger, stock exchange
or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of common
stock for cash, securities or other property.

 F- 19

 On July 7, 2021, the Prior Sponsor entered into
agreements with two independent directors of the Company to transfer 95,000 Founder Shares to each director, subject to and upon closing
of the Company's initial business combination. As such, under ASC 718, these shares are transferred subject to a performance condition
and compensation expense will be recognized at the date of a business combination when earned.

 On July 22, 2021, the Prior Sponsor sold 30,000
of its Founder Shares to each of its five independent directors (the " Initial Independent Directors ") (or 150,000 Founder
Shares in total) for cash consideration of approximately $ 0.004 per. These awards are subject to ASC 718. In accordance with ASC 718,
the Company recognized compensation expense in an amount equal to the number of Founders Shares sold times the grant date fair value per
share less the amount initially received for the purchase of the Founders Shares. The value of the Founder Shares sold to the Initial
Independent Directors was determined to be $ 787,500 as of July 22, 2021. As such, the Company recognized compensation expense of $ 786,848
within stock-based compensation expense in the Company's Statements of Operations for the period from January 15, 2021 (inception)
through December 31, 2021.

 On September 17, 2021, the Prior Sponsor sold
 25,000 of its Founder Shares to an additional independent director (the " Additional Independent Director ") for consideration
of approximately $ 0.004 per. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense
in an amount equal to the number of Founders Shares sold times the grant date fair value per share less the amount initially received
for the purchase of the Founders Shares. The value of the Founder Shares sold to the Additional Independent Director was determined to
be $ 141,250 as of September 17, 2021. As such, the Company recognized compensation expense of $ 141,150 within stock-based compensation
expense in the Company's Statements of Operations for the period from January 15, 2021 (inception) through December 31, 2021.

 On September 17, 2021, the Prior Sponsor sold
 75,000 of its Founder Shares to an independent consultant (the " Consultant ") for consideration of approximately $ 0.004
per. These awards are subject to ASC 718. In accordance with ASC 718, the Company recognized compensation expense in an amount equal to
the number of Founders Shares sold times the grant date fair value per share less the amount initially received for the purchase of the
Founders Shares. The value of the Founder Shares sold to the Consultant was determined to be $ 423,750 as of September 17, 2021. As such,
the Company recognized compensation expense of $ 423,450 within stock-based compensation expense in the Company's Statements of Operations
for the period from January 15, 2021 (inception) through December 31, 2021.

 On November 10, 2023, the Company entered into
a Securities Purchase Agreement with Buyer, the Prior Sponsor, and the Seller, pursuant to which the Prior Sponsor agreed to sell,
and the Buyer agreed to purchase, 4,125,000 Founder Shares and 657,675 private placement units of the Company, which represents 76 % of
the total Company Securities (as defined in the Securities Purchase Agreement) owned by the Prior Sponsor for an aggregate purchase price
of $ 1.00.

 F- 20

 Promissory Notes - Prior Sponsor

 On February 1, 2021, the Company issued an unsecured
promissory note to the Prior Sponsor (the " Initial Promissory Note "), pursuant to which the Company could borrow up
to an aggregate of $ 300,000 to cover expenses related to the Initial Public Offering. On April 6, 2021, and June 17, 2021, the Company
issued additional unsecured promissory notes to the Prior Sponsor (the " Additional Promissory Notes " and, together
with the " Initial Promissory Note ", the " IPO Promissory Notes "), pursuant to which the Company may
borrow up to an additional aggregate principal amount of $ 200,000. The IPO Promissory Notes were non-interest bearing and payable on the
earlier of (i) March 31, 2022, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes
was repaid on August 6, 2021.

 On January 14, 2022, the Company issued an unsecured
promissory note to the Prior Sponsor (the " Post-IPO Promissory Note "), pursuant to which the Company could borrow up
to an aggregate of $ 500,000 in two installments of (i) $ 300,000 during the month of March 2022, and (ii) $ 200,000 during the month of
June 2022 at the Company's discretion. The Post-IPO Promissory Note is non-interest bearing and payable promptly after the date
on which the Company consummates an initial Business Combination.

 On March 29, 2022, the Company amended and restated
the Post-IPO Promissory Note, such that the aggregate amount the Company can borrow at its discretion under the note increased from $ 500,000
in two installments as described above, to up to $ 750,000 in three installments of (i) up to $ 195,000 no later than February 28, 2022,
(ii) up to $ 355,000 no later than April 30, 2022, and (iii) up to $ 200,000 no later than June 30, 2022 (the " Amended Post-IPO
Promissory Note "). No other terms were amended pursuant to this amendment and restatement.

 On August 10, 2022, the Company issued the August
2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of $ 895,000 in three installments
of (i) up to $ 195,000 no later than July 31, 2022, (ii) up to $ 500,000 no later than October 31, 2022, and (iii) up to $ 200,000 no later
than January 31, 2023, at the Company's discretion. The August 2022 Promissory Note is non-interest bearing and payable promptly
after the date on which the Company consummates an initial Business Combination.

 On November 18, 2022, the Company issued the November
2022 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate of $ 300,000 no later than March
31, 2023, at the Company's discretion. The November 2022 Promissory Note is non-interest bearing and payable promptly after the
date on which the Company consummates an initial Business Combination.

 On February 14, 2023, the Company issued February
2023 Promissory Note to the Prior Sponsor, pursuant to which the Company may borrow up to an aggregate amount of up to $ 500,000 in four
installments of (i) up to $ 150,000 no later than February 28, 2023, (ii) up to $ 200,000 no later than March 31, 2023, (iii) up to $ 50,000
no later than April 30, 2023, and (iv) up to $ 100,000 no later than July 31, 2023, upon the request by the Company at the Company's
discretion. The February 2023 Promissory Note is non-interest bearing and payable promptly after the date on which the Company consummates
an initial Business Combination.

 The Amended Post-IPO Promissory Note, the August
2022 Promissory Note, the November 2022 Promissory Note and the February 2023 Promissory Note are collectively referred to as the " CCM
Prior Notes ". On March 11, 2025, the Company entered into the Amendments to the CCM Promissory Notes with the Prior Sponsor.
Pursuant to the Amendments to the CCM Promissory Notes, the Prior Sponsor shall receive 75,000, 89,500, 30,000 and 12,156 Shares of Common
Stock pursuant to the Second Amended Post-IPO Note, Amended August 2022 Note, Amended November 2022 Note and Amended February 2023 Note,
respectively, which equals to an aggregate of 206,656 Shares of Common Stock after the date on which the Company consummates a Business
Combination as final and full settlement of all outstanding amounts owed under the CCM Prior Notes issued to the Prior Sponsor by the
Company, which shall be subject to a 12-month lock-up as described in the Lock-Up Agreement as described in the Lock-Up Agreement dated
March 11, 2025 filed with the Current Report on Form 8-K as Exhibit 10.5 filed on March 14, 2025.

 As of March 31, 2025 and 2024, $ 2,445,000 were
outstanding under all the promissory notes with the Prior Sponsor.

 F- 21

 Due to Prior Sponsor

 The Company received additional funds from the
Prior Sponsor to finance term extension fees. As of March 31, 2025 and 2024, the amount due to related party was $ 656,913.

 Promissory Notes – JC Unify

 On January 31, 2024, the Company issued the January
2024 Promissory Note in the aggregate principal amount of up to $ 1,300,000 to JC Unify. The January 2024 Promissory Note shall be payable
promptly on demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination.
January 2024 Promissory Note is convertible into units having the same terms and conditions as the private placement units at the price
of $ 10.00 per unit, at the option of the Buyer. The January 2024 Promissory Note does not bear interest. As additional consideration for
the Buyer making the January 2024 Promissory Note available to the Company, the Company shall issue to the Buyer (a) 100,000 New Units
at the closing of the Business Combination, and (b) 847,675 shares of the Additional Securities of which (i) 250,000 of the Additional
Securities shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies, and shall be
registered for resale pursuant to the first registration statement filed by the Company or the surviving entity in connection with the
closing of the Business Combination, or if no such registration statement is filed in connection with the closing of the Business Combination,
the first registration statement filed subsequent to the closing of the Business Combination, which will be filed no later than 30 days
after the closing of the Business Combination and declared effective no later than 60 days after the closing of the Business Combination;
and (ii) 657,675 of the Additional Securities shall be subject to the same terms and conditions applied to the insider shares described
in the Prospectus. The Additional Securities and New Units shall be issued to the Buyer in conjunction with the closing of a Business

 On February 27, 2024, the Company issued Promissory
Note B in the aggregate principal amount of up to $ 530,000 to JC Unify. The Promissory Note B shall be payable promptly on demand and
in any event, no later than the date on which the Company terminates or consummates an initial business combination. Promissory Note B
is convertible into units having the same terms and conditions as the private placement units at the price of $ 10.00 per unit, at the
option of the Buyer. Promissory Note B does not bear interest. The proceeds of Promissory Note B will be used by the Company to pay various
expenses of the Company, including any payment to extend the period of time the Company has to consummate an initial business combination,
and for working capital purposes.

 On February 27, 2024, the Company issued Promissory
Note C in the aggregate principal amount of up to $ 470,000 to JC Unify Capital. The Promissory Note C shall be payable promptly on demand
and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory
Note C is convertible into units having the same terms and conditions as the private placement units as described in the Prospectus, at
the price of $ 10.00 per unit, at the option of the Buyer. The Promissory Note C does not bear interest. The proceeds of the Note
will be used by the Company to pay various expenses of the Company, including any payment to extend the period of time the Company has
to consummate an initial business combination, and for working capital purposes.

 On March 28, 2025, the Company issued Promissory
Note D in the aggregate principal amount of up to $ 600,000 to the Buyer. Pursuant to Promissory Note D, the Buyer agreed to loan to the
Company an aggregate amount of up to $ 600,000. The Promissory Note D shall be payable promptly on demand and in any event, no later than
the date on which the Company terminates or consummates an initial business combination. The Promissory Note D is convertible into the
Promissory Note D Conversion Securities, with no fractional Promissory Note D Conversion Securities to be issued upon conversion, and
has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note D does not bear interest.
The proceeds of Promissory Note D will be used by the Company to pay various expenses of the Company, including any payment to extend
the period of time the Company has to consummate an initial business combination, and for working capital purposes.

 On June 28, 2024, the Company entered into amendments
to the January 2024 Promissory Note, Promissory Note B and Promissory Note C (the January 2024 Promissory Note, Promissory Note B and
Promissory Note C are collectively referred to as the " JC Unify Prior Notes ") with the Buyer (the " Amendments
to the JC Unify Prior Notes "). Pursuant to the Amendments to the JC Unify Prior Notes, the Buyer has the right to convert the
JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, with no fractional JC Unify Prior Notes Conversion Securities to
be issued upon conversion. If the Buyer elects to convert the JC Unify Prior Notes into JC Unify Prior Notes Conversion Securities, the
JC Unify Prior Notes shall be converted immediately prior to the closing of the Business Combination. The Amendments to the JC Unify Prior
Notes also amended the events of default, so that the failure of the Company to issue JC Unify Prior Notes Conversion Securities constitutes
a failure to make required payments, constituting an event of default.

 As of March 31, 2025 and 2024, total promissory
notes outstanding were $ 2,659,713 and $ 1,062,232, respectively.

 F- 22

 Loan Transfer Agreement

 On January 24, 2023, the Company entered into
a Loan and Transfer Agreement (the " Loan Agreement "), with the Prior Sponsor and the lender named therein (the " Lender "),
pursuant to which the Prior Sponsor is permitted to borrow $ 385,541 (the " Initial Loan ") and $ 128,513 per month, at
the Prior Sponsor's discretion (each a " Monthly Loan " and collectively with the Initial Loan, the " Loan ")
which will in turn be loaned by the Prior Sponsor to the Company, to cover certain extension payments to the trust account of the Company.
Pursuant to the Loan Agreement, the Loan shall be payable within five (5) days of the date on which Company consummates its de-SPAC transaction.

 As additional consideration for the Lender making
the Initial Loan available to the Prior Sponsor, the Company shall issue 500,000 shares of Common Stock to the Lender (the " Initial
Securities "), and as additional consideration for the lender making each Monthly Loan available to the Prior Sponsor, the Company
shall issue 166,700 shares of Common Stock to Lender for each Monthly Loan. Such securities shall be subject to no transfer restrictions
or any other lock-up provisions, earn outs or other contingencies, and shall promptly be registered pursuant to the first registration
statement filed by the Company or the surviving entity following the de-SPAC Closing in connection with the de-SPAC Closing, or if no
such registration statement is filed in connection with the de-SPAC Closing, the first registration statement filed subsequent to the
de-SPAC Closing, which will be filed no later than 45 days after the de-SPAC Closing and declared effective no later than 90 days after
the de-SPAC Closing.

 Administrative Support Agreement

 The Company entered into an agreement, commencing
on the effective date of the Initial Public Offering, to pay the Prior Sponsor up to a total of $ 10,000 per month for office space, administrative
and support services. Upon completion of a Business Combination or liquidation, the Company will cease paying these monthly fees. In April
2023 the agreement was terminated and the amount due was waived. As of March 31, 2025 and 2024, no amount was outstanding.

 Related Party – Working Capital Loans

 In order to finance transaction costs in connection
with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company's directors
and officers may, but are not obligated to, loan the Company funds as may be required (" Working Capital Loans "). If
the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the
event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the
Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing,
the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's
discretion, up to $ 1,500,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00
per unit at the option of the lender. The units would be identical to the Private Units.

 As of March 31, 2025 and 2024, the Company had
 no borrowings under the related party loans.

 NOTE 6. COMMITMENTS AND CONTINGENCIES

 Registration Rights Agreement

 Pursuant to a registration rights agreement entered
into on the effective date of the Initial Public Offering, the holders of the Founder Shares, the Private Units and any units that may
be issued upon conversion of Working Capital Loans or extension loans (and any securities underlying the Private Units or units issued
upon conversion of the Working Capital Loans or extension loans) are entitled to certain registration rights. The holders of these securities
are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders
have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of
an initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the
Securities Act.

 F- 23

 Underwriting Agreement

 On July 28, 2021, in connection with the Initial
Public Offering, the Company entered into an underwriting agreement with Chardan Capital Markets, LLC, as representative of the underwriters
named therein.

 Pursuant to the underwriting agreement, the underwriters
were paid a cash underwriting discount of $ 0.20 per Unit sold in the Initial Public Offering, or $ 4,600,000 in the aggregate, upon the
closing of the Initial Public Offering and full exercise of the over-allotment option. In addition, $ 0.35 per Unit sold in the Initial
Public Offering, or $ 8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred
fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes
a Business Combination, subject to the terms of the underwriting agreement.

 On November 13, 2023, the Company entered into
an agreement with Chardan, whereby Chardan agreed to receive, either in cash or in shares of common stock of the post-Business Combination
company at the Company's discretion in accordance with the agreement and term sheet signed on November 13, 2023, as full and final
satisfaction of all and any Service Fees owed to Chardan by the Company. The payment will be made concurrently with the closing of the
Business Combination.

 Right of First Refusal

 Subject to certain conditions, the Company has
granted Chardan Capital Markets, LLC, for a period of 18 months after the date of the consummation of its Business Combination, a right
of first refusal to act as book-running manager, with at least 30 % of the economics, for any and all future public and private equity
and debt offerings. In accordance with FINRA Rule 5110(f)(2)I(i), such right of first refusal shall not have a duration of more than three
years from the effective date of the registration statement for the Company's Initial Public Offering.

 Chief Financial Officer Agreement

 On February 8, 2021, the Company entered into
an agreement with Vishwas Joshi to act as Chief Financial Officer of the Company for a period of twenty-four months from the date of listing
of the Company on NASDAQ. The Company agreed to pay Mr. Joshi up to $ 400,000, subject to the Company successfully completing a Business
Combination. If the Company does not complete a Business Combination within the Combination Period, the Company has agreed to pay Mr.
Joshi $ 40,000. On July 21, 2023, the Company extended the tenure of the agreement from July 27, 2023 to September 30, 2023 with no further
extension. The Company accrued $ 40,000 service fees as of September 30, 2023. On November 9, 2023, the Company entered into an agreement
with Mr. Joshi, whereby Mr. Joshi agreed to receive 36,000 shares of common stock of the post-Business Combination company in full and
final satisfaction of all obligations owed to Mr. Joshi by the Company. The payment will be made concurrently with the closing of the
Business Combination. The Company accrued $ 360,000 service fees as of March 31, 2025 and 2024.

 Management Consulting Agreement

 On May 5, 2021, the Company engaged Ontogeny (the
" Ontogeny Consulting Agreement ") to act as a management consulting and corporate advisor in the preparation of corporate
strategies, management support and business plans for the Company. The Company paid Ontogeny $ 40,000 at the time of signing the engagement
agreement and $ 35,000 upon the initial confidential filing of the Company's registration statement. The Company paid Ontogeny an
aggregate of $ 1,650,000 upon the closing of the Initial Public Offering and exercise of the underwriters' over-allotment option.
In addition, upon the consummation of the Company's initial Business Combination, the Company has agreed to pay Ontogeny $ 2,875,000
for certain management consulting and corporate advisory services.

 On February 14, 2023, the Company entered into
an agreement with Ontogeny, whereby Ontogeny and the Company mutually agreed to termination the Ontogeny PIPE Agreement and release each
other from any and all responsibilities and obligations relating to the Ontogeny PIPE Agreement. Since termination, no further payment
accrued or paid under the Ontogeny PIPE Agreement.

 On November 10, 2023, the Company entered into
an agreement with Ontogeny, whereby Ontogeny agreed to receive 287,500 shares of common stock of the post-Business Combination company
in accordance with the Ontogeny Consulting Agreement, as full and final satisfaction of all obligations owed to Ontogeny by the Company.
The payment will be made concurrently with the closing of the Business Combination.

 F- 24

 Consulting Agreements

 On September 17, 2021, the Company entered into
a consulting agreement, effective as of September 1, 2021, with F. Jacob Cherian, pursuant to which the Company engaged Mr. Cherian to
provide financial advisory services to the Company for a period of 12 months. In consideration for his services, the Company agreed to
pay Mr. Cherian a monthly consulting fee of $ 12,000 per month. The engagement ended in April 2022 and since then no further payment accrued
or paid under this agreement.

 On October 29, 2021, the Company entered into
a letter of engagement and terms of business with Sterling Media Ltd (" Sterling Media ") (the " Sterling Agreement "),
pursuant to which the Company engaged Sterling Media to provide strategic media coverage for the Company. In consideration of the services
Sterling Media provides to the Company, the Company agreed to pay Sterling Media a total fee of $ 28,250. On November 7, 2023, the Company
entered into an agreement with Sterling Media, whereby Sterling Media agreed to receive GBP 6,000 in accordance with the Sterling Agreement,
as full and final satisfaction of all obligations owed to Sterling Media by the Company. Upon receipt of the payment, all payment obligations
of the Company to Sterling Media were cancelled and terminated and there is no further amount due under the Sterling Agreement. On February
14, 2024, the Company repaid the outstanding fees of $ 12,145, as such, no further amount under the Sterling Agreement.

 On October 29, 2021, the Company also entered
into a consulting agreement with Priyanka Agarwal, pursuant to which the Company engaged Ms. Agarwal to provide strategy, management and
financial advisory services to the Company, as specified in the consulting agreement, commencing on October 29, 2021, and ending on October
28, 2022 (the " Term of Consulting Agreement "). On January 28, 2023, the Company extended the existing agreement to
April 24, 2023. On April 24, 2023 the Company further extended the agreement to September 30, 2023. The agreement was extended in consideration
for the services Ms. Agarwal provides to the Company, the Company agreed to pay Ms. Agarwal a monthly consulting fee of $ 11,250 per month
for the duration of the Term of Consulting Agreement in accordance with the payment schedule provided in the consulting agreement. In
addition, the Company shall reimburse Ms. Agarwal for her reasonable and documented travel expenses incurred at the request of the Company.

 On November 9, 2023, the Company entered into
two release agreements with Ms. Agarwal, whereby Ms. Agarwal agreed to receive, respectively, $ 31,500 and 12,825 shares of common
stock of the post-Business Combination company in full and final satisfaction of all and any service fees owed to Ms. Agarwal by the Company.
On February 15, 2024, the Company paid the outstanding fees of $ 31,500, as such, no further amount under this agreement, except for the
issuance of 12,825 shares of common stock post Business Combination pursuant to the release agreements. As of March 31, 2025
and 2024, the Company accrued $ 162,000 consulting fees.

 On January 12, 2022, the Company entered a letter
of engagement with Chardan, pursuant to which the Company engaged Chardan to provide capital markets advisory services commencing from
January 12, 2022 and ending on the close of a potential placement related to the Company's initial business combination. In consideration
for the services Chardan will provide to the Company, the Company agreed to pay Chardan a total fee of 5 % of the aggregate sales price
of securities sold in the financing transaction plus reimbursement of out-of-pocket expenses capped at $ 25,000.

 On January 12, 2022, the Company also entered
into a letter of engagement with Chardan, pursuant to which the Company engaged Chardan to provide merger and acquisition advisory services
commencing from January 12, 2022 and ending on close of the Company's initial business combination. In consideration for the services
Chardan provides to the Company, the Company agreed to pay Chardan a total fee equal to: (i) if the Company enters into a business combination
involving a party other than a target introduced by Chardan, one-half of one percent ( 0.5 %) of the aggregate value of the business combination;
and (ii) if we consummate a business combination with a target introduced by Chardan, three percent (3%) of the first $100 million aggregate
value of the target, two percent (2.0%) of the aggregate value of the target greater than $100 million but less than $200 million, and
one percent (1.0%) of the aggregate value of the target greater than $200 million but less than $300 million, paid at the close of the
business combination plus reimbursement of out-of-pocket expenses capped at $ 25,000.

 On March 18, 2022, the Company entered into an
engagement letter with Ontogeny (the " Ontogeny PIPE Agreement ") relating to corporate advisory & management consultancy
services for the purpose of raising capital in form of private investment in public equity (" PIPE ") financing. Ontogeny
Capital will receive a contingent fee equal to 5 % of the gross proceeds of securities sold in the PIPE up to $ 75 million in gross proceeds
and 5.5 % of the gross proceeds of securities sold in the PIPE from $ 75 million up to $ 150 million in gross proceeds. The Ontogeny PIPE
Agreement also provides for an additional incremental discretionary fee of 0.5 % of gross proceeds if the gross proceeds of securities
sold in a PIPE are above $ 150 million. The agreement was terminated on February 14, 2023.

 On June 9, 2022, the Company entered into a letter
of engagement with ADAS Capital Partners and Lone Cypress Holdings (" ADAS "), pursuant to which we engaged ADAS to provide
Company with introduction to investors residing in geographies outside of United States of America, assist in negotiations with introduced
parties, assist with closing with introduced parties, assets with getting certain capital back from certain individuals and any other
services deemed appropriate. In consideration for the services ADAS will provide to the Company, the Company agreed to pay ADAS a total
fee of $ 25,000. The engagement ended on June 22, 2023.

 F- 25

 On June 24, 2022, the Company entered into a letter
of engagement with Morrow Sodali (" Morrow ") (the " Morrow Agreement "), pursuant to which Morrow was
engaged as Solicitation Agent for shareholders in connection with Company's Special Meeting (Extension Meeting) held during third
or fourth quarter of 2022 or such other time as determined by the Company (the "Business Combination Meeting") pursuant to
the terms of the final Proxy Statement to be filed with the SEC. The Company agreed to pay Morrow a total estimated fee of $ 25,000. On
November 7, 2023, the Company entered into an agreement with Morrow, whereby Morrow agreed to receive $ 9,630 in accordance with the Morrow
Agreement, as full and final satisfaction of all obligations owed to Morrow by the Company. On March 12, 2025, the Company paid the outstanding
amount of $ 9,630, and as such, no further amount due under the engagement.

 On June 28, 2022, the Company entered into a letter
of engagement with Baker Tilly DHC Business Private Limited (" Baker "), pursuant to which the Company engaged Baker
to provide Purchase Price Allocation (PPA) study in accordance with the extant provision of US GAAP ASC 805. In consideration for the
services, the Company agreed to pay Baker a total estimated fee of $ 24,000.

 On July 7, 2022, the Company entered into a letter
of engagement with Baker, pursuant to which IMAQ engaged Baker to provide Valuation of Intellectual Properties. In consideration for the
services, the Company agreed to pay Baker a total estimated fee of $ 10,000. On February 14, 2024, the Company paid the outstanding amount
of $ 7,766, as such, no further amount due under the engagement.

 On July 20, 2022, the Company entered into a letter
of engagement with Houlihan Capital (the " Houlihan Capital Agreement "), pursuant to which we engaged Houlihan to render
a written opinion (" Opinion "), whether or not favorable, to the Board of Directors of the Company as to whether, as
of the date of such Opinion, that the consideration to be issued or paid in the Transaction is fair from a financial point of view to
the stockholders of the Company. In consideration for the services, the Company agreed to pay Houlihan a total estimated fee of $ 150,000.
On November 7, 2023, the Company entered into an agreement with Houlihan Capital, whereby Houlihan Capital agreed to receive $ 13,675 in
accordance with the Houlihan Capital Agreement, as full and final satisfaction of all obligations owed to Houlihan Capital by the Company.
The Company repaid the outstanding balance of $ 50,000 on February 14, 2024, as such, no further amount due under the Houlihan Capital
Agreement.

 On September 13, 2022, the Company entered into
a letter of engagement with FNK IR, pursuant to which the Company engaged FNK IR to act as integrated investor and media relations partner
on behalf of the Company. We agreed to pay FNK IR a monthly fee of $ 8,000 per month. The engagement was terminated in February 2023.

 On November 14, 2023, the Company entered into
an agreement with Loeb & Loeb LLP (" Loeb "), whereby Loeb agreed to accept a reduced amount of $ 300,000, of which
$ 150,000 shall be deferred until the closing of the business combination in full and final satisfaction of all obligations owed to Loeb
by the Company. The Company paid $ 150,000 on May 9, 2024. As of March 31, 2025 and 2024, a total amount of $ 235,798 (including $ 56,295
other legal fees) and $ 329,503 were outstanding and accrued, respectively.

 Fee disputes

 The Company is subject to a dispute regarding
the pending fee of $ 38,000 with Marcum LLP in the ordinary course of business. The results of such dispute cannot be predicted with certainty,
but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect
on its business, financial condition or results of operations. As of March 31, 2025 and 2024, the Company accrued an outstanding invoice
of $ 23,617.

 NOTE 7. WARRANTS

 As of March 31, 2025 and 2024, there were 23,000,000
Public Warrants and 796,900 Private Warrants outstanding.

 Public Warrants may only be exercised for a whole
number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable
on the later of (a) the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public
Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

 No Public Warrants will be exercisable for cash
unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the
warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the shares
of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of an initial Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have
failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption from registration
the Securities Act.

 F- 26

 No Public Warrants will be exercisable and the
Company will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus
relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered
or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms
of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus
relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company
cannot guarantee that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of common
stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to
settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants
is not current or if the shares of common stock are not qualified or exempt from qualification in the jurisdictions in which the holders
of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have
no value, the market for the warrants may be limited and the warrants may expire worthless.

 The Company may call the Public Warrants for redemption,
in whole and not in part, at a price of $ 0.01 per warrant:

 at any time while the warrants are exercisable;

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

 if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 16.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and

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

 If the Company calls the Public Warrants for redemption
as described above, management will have the option to require all holders that wish to exercise warrants to do so on a "cashless
basis." In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants,
multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair
market value shall mean the volume weighted average trading price of our common stock for the 20 trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option
to require all holders to exercise their warrants on a "cashless basis" will depend on a variety of factors, including the
price of the Company's shares of common stock at the time the warrants are called for redemption, the Company's cash needs
at such time and concerns regarding dilutive share issuances.

 In addition, if (x) the Company issues additional
shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business
Combination at an issue price or effective issue price of less than $ 9.50 per share (with such issue price or effective issue price to
be determined in good faith by the board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60 % of
the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination, and (z) the volume weighted
average trading price of the Company's shares of common stock during the 20 trading day period starting on the trading day prior
to the day on which the Company consummates an initial Business Combination (such price, the "Market Price") is below $ 9.50
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the Market Price, and the
$ 16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165 % of the Market Price.

 The Private Units are identical to the Units sold
in the Initial Public Offering, except the Private Units and their component securities will not be transferable, assignable or salable
until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Additionally, Private Warrants
will be non-redeemable and exercisable on a cashless basis so long as they are held by the Prior Sponsor or its permitted transferees.
If the Private Warrants are held by holders other than the Prior Sponsor or its permitted transferees, the Private Warrants will be redeemable
by the Company and exercisable by the holders on the same basis as the Public Warrants.

 The Company accounts for the 23,796,900 warrants
issued in connection with the Initial Public Offering and exercise of the underwriters' over-allotment option (including 23,000,000
Public Warrants and 796,900 Private Warrants) in accordance with the guidance contained in ASC 815-40. The Public Warrants qualify for
equity treatment under ASC 815-40. Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment
thereunder, each Private Warrant must be recorded as a liability at fair value.

 The accounting treatment for derivative financial
instruments requires that the Company record the Private Warrants as derivative liabilities at fair value upon the closing of the Initial
Public Offering and subsequently at the end of each reporting period. With each such re-measurement, the warrant liability will be adjusted
to its current fair value, with the change in fair value recognized in the Company's statement of operations. The Company will reassess
the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will
be reclassified as of the date of the event that causes the reclassification.

 F- 27

 NOTE 8. STOCKHOLDERS' DEFICIT

 Preferred stock — The Company is authorized
to issue 5,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and
preferences as may be determined from time to time by the Company's board of directors. As of March 31, 2025 and 2024, there were
 no shares of preferred stock issued or outstanding.

 Common stock — The Company is authorized
to issue 500,000,000 shares of common stock with a par value of $ 0.0001 per share. Holders of common stock are entitled to one vote for
each share. As of March 31, 2025 and 2024, there were 6,546,900 shares of common stock issued and outstanding (excluding 289,694 and 975,530
shares of common stock subject to possible redemption, as of March 31, 2025 and 2024, respectively).

 Rights — Except in cases where the
Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-twentieth
(1/20) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares
held by him, her or it in connection with a Business Combination or an amendment to the Company's Amended and Restated Certificate
of Incorporation with respect to its pre-Business Combination activities. In the event that the Company will not be the surviving company
upon completion of a Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in
order to receive the one-twentieth (1/20) of a share underlying each right upon consummation of the 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 Delaware law. As a result, the holders of the rights must hold rights in multiples of
20 in order to receive shares for all of the holders' rights upon closing of a Business Combination. If the Company is unable to
complete an initial Business Combination within the Second Amended Combination Period and the Company redeems the Public Shares for the
funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
As of March 31, 2025 and 2024, there were 23,000,000 Public Rights and 796,900 Private Rights outstanding.

 NOTE 9. FAIR VALUE MEASUREMENTS

 The following tables present information about
the Company's financial liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and 2024 and indicate
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Description

 Amount at
 Fair Value

 Level 1

 Level 2

 Level 3

 March 31, 2025

 Assets

 Investments held in Trust Account:

 Money Market investments

 $
 3,380,327

 $
 3,380,327

 $
 -

 $
 -

 Liabilities

 Warrant liability - Private Warrants

 $
 18,330

 $
 -

 $
 -

 $
 18,330

 Description

 Amount at
 Fair Value

 Level 1

 Level 2

 Level 3

 March 31, 2024

 Assets

 Investments held in Trust Account:

 Money Market investments

 $
 11,363,873

 $
 11,363,873

 $
 -

 $
 -

 Liabilities

 Warrant liability - Private Warrants

 $
 31,079

 $
 -

 $
 -

 $
 31,079

 The Company utilizes the Black-Scholes method
to value the Private Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated
fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related
to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of
its common stock using the implied volatility of the comparable companies that matches the expected remaining life of the warrants. The
risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected
remaining life of the warrants. The expected life of the Private Warrants is assumed to be equivalent to their remaining contractual term.
The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

 F- 28

 The following table provides the significant inputs
to the Black-Scholes method for the fair value of the Private Warrants:

 As of
 August 2021
 (Initial
 Measurement)

 As of
 2025

 As of
 2024

 Unit price

 $
 10.00

 $
 10.00

 $
 10.00

 Common stock price

 $
 9.44

 $
 10.54

 $
 11.30

 Dividend yield

 -

 %

 -

 %

 -

 %

 Term to Business Combination (years)

 1.00

 1.00

 1.00

 Volatility

 16.0
 %

 6.44
 %

 5.40
 %

 Risk-free rate

 0.88
 %

 4.01
 %

 5.03
 %

 Fair value

 $
 0.58

 $
 0.02

 $
 0.04

 The following table provides a summary of the
changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value on a recurring basis:

 Fair value as of January 15, 2021 (inception)

 $
 -

 Initial measurement as of August 2, 2021

 414,352

 Additional warrants issued in over-allotment

 47,850

 Fair value as of August 2, 2021

 462,202

 ( 199,225
)

 Fair value as of December 31, 2021

 262,977

 ( 119,535
)

 Fair value as of March 31, 2022

 $
 143,442

 ( 119,535
)

 Fair value as of March 31, 2023

 $
 23,907

 7,172

 Fair value as of March 31, 2024

 $
 31,079

 ( 12,749
)

 Fair value as of March 31, 2025

 $
 18,330

 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 in or out of
Level 3 from other levels in the fair value hierarchy for the period from April 1, 2024, through March 31, 2025.

 The Company recognized a gain of $ 12,749 and loss
of $ 7,172 related to a change in fair value of warrant liability in the accompanying of Statements Operations for the years ended March
31, 2025 and 2024, respectively.

 NOTE 10. INCOME TAX

 2025

 2024

 Deferred tax assets:

 Startup/Organization Costs

 $
 206,552

 $
 387,896

 Net operating loss

 -

 -

 Total deferred tax assets

 $
 206,552

 $
 387,896

 Valuation allowance

 $
 ( 206,552
)

 ( 387,896
)

 Deferred tax asset, net of allowance

 $
 -

 $
 -

 F- 29

 The income tax benefit (provision) consists of
the following:

 For the year
 ended
 2025

 For the year
 ended
 2024

 Current

 Federal

 $
 83,453

 148,399

 State

 39,303

 69,890

 Deferred

 -

 -

 Federal

 ( 154,308
)

 ( 289,784
)

 State

 ( 52,244
)

 ( 98,113
)

 Valuation allowance

 206,552

 387,896

 Income tax provision

 $
 122,756

 218,289

 In assessing the realization of the deferred tax
assets, management considers whether it is more likely than not that some portion or 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 periods 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. The change in the valuation allowance was $( 181,344) and $( 142,246)
for the year ended March 31, 2025 and 2024, respectively.

 A reconciliation of the federal income tax rate
to the Company's effective tax rate at March 31, 2025 and 2024 is as follows

 For the year
 ended
 2025

 For the year
 ended
 2024

 Statutory federal income tax rate

 21.00
 %

 21.00
 %

 New Jersey statutory rate

 7.11
 %

 7.11
 %

 Change in fair value of warrant liability

 1.26
 %

 0.34
 %

 Change in valuation allowance

 ( 72.38
)%

 ( 65.06
)%

 Income Taxes Provision (Benefit)

 ( 43.02
)%

 ( 36.61
)%

 The effective tax rate differs from the federal
and state statutory rate of 21 % and 9 % for the year ended March 31, 2025 and 2024, due to the valuation allowance recorded on
the Company's net operating losses, as well as the change in the fair value of warrant liability, change in valuation allowance
and state income taxes net of federal benefit.

 The Company files income tax returns in the U.S.
federal jurisdiction and New Jersey. The Company's tax returns for the year ended March 31, 2025, March 31, 2024, March 31, 2023,
and March 31, 2022, remain open and subject to examination. The Company has filed tax returns for the calendar years 2024, 2023 and 2022.

 NOTE
11. SEGMENT INFORMATION

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is
available that is regularly evaluated by the Company's chief operating decision maker, or group, in deciding how to allocate resources
and assess performance.

 The Company's chief operating decision maker
has been identified as the Chief Executive Officer, Chief Financial Officer and Chairman ("CODM"), who reviews the operating
results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management
has determined that the Company only has one operating segment. When evaluating the Company's performance and making key
decisions regarding resource allocation the CODM reviews key metrics, which include the following:

 For the
 Three Year Ended
 March 31

 2025

 2024

 General and administrative expenses

 $
 734,798

 $
 1,694,608

 Interest earned on investments held in Trust Account

 $
 502,745

 $
 990,896

 F- 30

 The key measures of segment profit or loss reviewed
by the CODM are general and administrative expenses and interest earned on investments held in Trust Account. General and administrative
expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business
combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and
enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Interest earned on investments held in
Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust
Account funds while maintaining compliance with the trust agreement.

 NOTE 12. SUBSEQUENT EVENTS

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

 Merger Agreement with VCI Holdings Limited
and Vietnam Biofuels Development Joint Stock Company

 On April 3, 2025, the Company entered into a Merger
Agreement with Target Group, pursuant to which (a) IMAQ will form Purchaser, (b) IMAQ will be merged with and into Purchaser, with Purchaser
be the surviving entity, (c) following the Redomestication Merger, the Redomestication Merger Surviving Corporation will purchase 100 %
of the issued and outstanding shares of the VCI Target Company and (d) following the completion of the share purchase, the VCI Target
Company shall become a direct wholly owned subsidiary of the Redomestication Merger Surviving Corporation. Following the VCI Business
Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. Pursuant to the terms of the
Merger Agreement, the aggregate consideration to be paid is an aggregate of $ 1,000,000,000 divided by $ 10.00, consisting of 90,000,000
Redomestication Merger Surviving Corporation Class A Ordinary Shares and 10,000,000 Redomestication Merger Surviving Corporation Class
B Ordinary Shares.

 The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which
is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 Voting and Support Agreements

 Concurrently with the execution of the Merger
Agreement, IMAQ, VCI Target Company, VNB and certain shareholder of the VCI Target Company (the " Supporting Shareholder ")
entered into a voting and support agreement (the " Support Agreement ") pursuant to which such Supporting Shareholder
has agreed, among other things, to vote in favor of the share purchase, the adoption of the Merger Agreement and any other matters necessary
or reasonably requested by the Company and Purchaser or the VCI Target Company for consummation of the share purchase and the other transactions
contemplated by the Merger Agreement.

 In addition, the Supporting Shareholder has agreed
not to sell, assign, encumber, pledge, hypothecate, dispose, loan or otherwise transfer the shares of the VCI Target Company owned of
record and beneficially by such Supporting Shareholders or over which such Supporting Shareholders have voting power, prior to the earlier
to occur of (a) the closing of the share purchase, (b) the termination of the Merger Agreement, and (c) written agreement of the applicable
Support Agreement and the Company and Purchaser.

 The foregoing description of the Support Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a copy of which
is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 Agreement Regarding Representations and Warranties

 Concurrently with the execution of the Merger
Agreement, IMAQ and certain principal shareholders of VNB (the " Principal Shareholders ") and the VCI Target Company
entered into an agreement (the " RW Agreement ") pursuant to which each of the Principal Shareholders represents and
warrants to the the Company and Purchaser that the representations and warranties contained in Article IV ( Representations and Warranties
of the Company Group) of the Merger Agreement is true, correct and complete as of the date of the RW Agreement and as of the Closing
Date.

 The foregoing description of the RW Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the RW Agreement, a copy of which is filed
as Exhibit 10.2 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 F- 31

 Issuance of Promissory Note – Wei-Hua
Chang

 On April 20, 2025, the Company issued Promissory
Note E in the aggregate principal amount of up to $ 3,000,000 to the Promissory Note E Lender. Pursuant to the Promissory Note E, the Promissory
Note E Lender agreed to loan to the Company an aggregate amount of up to $ 3,000,000. The Promissory Note E shall be payable promptly on
demand and in any event, no later than the date on which the Company terminates or consummates an initial business combination. The Promissory
Note E is convertible into Promissory Note E Conversion Securities, with no fractional Promissory Note E Conversion Securities to be issued
upon conversion, and has the right to be converted immediately prior to the closing of the Business Combination. The Promissory Note E
does not bear interest. The proceeds of Promissory Note E will be used by the Company to pay various expenses of the Company, including
any payment to extend the period of time the Company has to consummate an initial business combination, and for working capital purposes.

 The foregoing description of Promissory Note E
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Promissory Note E, a copy of which
is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.

 VCI Loan Agreement

 As previously disclosed in the Current Report
on Form 8-K filed by the Company with the SEC on April 9, 2025, the Company entered into the Merger Agreement on April 3, 2025 with VNB
and VCI Target Company (collectively referred to as the " Borrower ").

 On April 20, 2025, the Company entered into a
non-interest bearing unsecured loan (the "VCI Loan Agreement ") to provide a maximum aggregate amount of $ 499,900 (the
"VCI Loan ") to the Borrower to be used by the Borrower exclusively for the expenses directly arising out of the VCI
Business Combination (the "Transaction") or as otherwise agreed upon by the Lender.

 The VCI Loan bears no interest and the Borrower
shall repay the principal amount of the VCI Loan within thirty (30) days of the earlier of: (i) the termination of the Merger Agreement,
except where such termination shall have resulted from material breach by the Company of the Merger Agreement, then the VCI Loan shall
be waived, (ii) the date on which the parties determine that the parties will not be able to consummate the Transaction. VCI Target Company
and VNB will be jointly and severally liable for the repayment of the principal amount of the VCI Loan. Upon a successful consummation
of the Transaction, the VCI Loan repayment may be waived at the option of the Borrower.

 The foregoing description of the VCI Loan Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the VCI Loan Agreement, a copy of which
is filed as Exhibit 10.2 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.

 Equity Line Of Credit Agreement

 On April 20, 2025, the Company entered into a
Common Stock Purchase Agreement (the " Equity Line Agreement ") with White Lion Capital LLC, a Nevada limited liability
company (" Investor "). Under the terms of the Equity Line Agreement, the Company has the right, but not the obligation,
to require the Investor to purchase shares of the Company's common stock up to $ 300,000,000 in aggregate gross purchase price of
newly issued shares of the Company's common stock, with an option for the Company to increase this amount to $ 500,000,000 (the " Commitment
Amount "), subject to certain limitations and conditions set forth in the Equity Line Agreement. Capitalized terms used but not
otherwise defined herein shall have the meaning given to such terms by the Equity Line Agreement.

 In connection with the Closing, the Company will
form the Purchaser. Upon Purchaser's formation, the Company will assign the Equity Line Agreement to Purchaser and Purchaser shall
be deemed to be the Company as if it were the original signatory to the Equity Line Agreement.

 Pursuant to terms of the Equity Line Agreement,
the Company is required to use its commercially reasonable efforts to file with the SEC a registration statement covering the shares to
be acquired by the Investor within thirty ( 30) days following the closing of the VCI Business Combination.

 The Company's right to drawdown from the
Equity Line will commence on the first trading day following the Closing and ending on the earlier of (i) the date on which the Investor
shall have purchased an aggregate number of Purchase Notice Shares (as defined in Equity Line Agreement) pursuant to the Equity Line Agreement
equal to the Commitment Amount or (ii) 36 months following the first trading day upon the Closing with an option to increase to 60 months
at the Company's sole discretion following $ 100,000,000 in gross investment by the Investor (the " Commitment Period "),
in each case subject to the terms and conditions set forth in the Equity Line Agreement, as described in more detail below.

 F- 32

 During the Commitment Period, subject to the terms
and conditions of the Equity Line Agreement, including that there be an effective registration statement relating to the transactions
contemplated by the Equity Line Agreement, the Company may deliver written purchase notices (each a " Regular Purchase Notice ")
to the Investor when the Company exercises its right to sell shares (the delivery date of any such notice, the " Regular Purchase
Notice Date "). the Investor's purchase price will be the lower of (i) the closing price of the Company's common
Stock prior to the receipt of the applicable Regular Purchase Notice or (ii) the product of (a) the lowest daily volume-weighted average
price of the Company's common stock during the two (2) consecutive business days commencing on and including the Regular Purchase
Notice Date and (b) ninety-eight percent ( 98 %). Investor's committed obligation under each Regular Purchase Notice shall not exceed
$ 5,000,000 and the number of share sold pursuant to the Regular Purchase Notice may not exceed the lesser of (i) 40 % of the previous 5-days'
Average Daily Trading Volume immediately preceding receipt of the Regular Purchase Notice or (ii)$ 5,000,000 divided by the highest closing
price of the Company's common stock over the most recent five (5) Business Days immediately preceding the receipt of the Regular
Purchase Notice (the " Regular Purchase Limit "). Notwithstanding the foregoing, Investor may waive the Regular Purchase
Limit at any time to allow the Investor to purchase additional shares under a Regular Purchase Notice.

 In addition, during the Commitment Period, subject
to the terms and conditions of the Equity Line Agreement, including that there be an effective registration statement relating to the
transactions contemplated by the Equity Line Agreement, the Company may deliver a written rapid purchase notice (the " Rapid Purchase
Notice ") to the Investor when the Company exercises its right to sell shares (the delivery date of such notice, the " Rapid
Purchase Notice Date "). The Investor's rapid purchase price will be 98 % of the lowest traded price of the Company's
common stock 1 hour following the confirmation of the receipt of the Rapid Purchase Notice by the Investor.

 The Investor's committed obligation under
the Rapid Purchase Notice shall not exceed $ 5,000,000, and the number of shares sold pursuant to the Rapid Purchase Notice may not exceed
$ 5,000,000 divided by the highest closing price of the Company's common stock over the most recent five Business Days immediately
preceding receipt of the subject Purchase Notice. Notwithstanding the foregoing, Investor may waive the Rapid Purchase Notice Limit at
any time to allow the Investor to purchase additional shares under a Rapid Purchase Notice.

 The Company is not entitled to draw on the Equity
Line Agreement unless each of the following additional conditions is satisfied: (i) a registration statement is and remains effective
for the resale of securities in connection with the Equity Line Agreement; (ii) each of the Company' representations and warranties
set forth in the Equity Line Agreement is true and correct (subject to qualifications as to materiality set forth therein) as of such
time; (iii) the Company shall have complied with its obligations in all material respects; (iv) no statute, rule, regulation, executive
order, decree, ruling, or injunction shall have been enacted, entered, promulgated, or adopted by any court or governmental authority
that prohibits or directly and materially adversely affects any of the transactions contemplated by the Equity Line Agreement, and no
proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions
contemplated by the Equity Line Agreement; (v) since the date of filing of the Company's most recent annual report or quarterly
report filed pursuant to the Exchange Act, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (vi)
the trading of the Company's common stock shall not have been suspended by the SEC or the Principal Market, or otherwise halted
for any reason; (vii) the number of Purchase Notice Shares purchased by Investor is limited to the beneficial ownership limitation, which
is 4.99 % of outstanding shares, or up to 9.99 % with 61 days' notice; (viii) the Company shall be free from any "stock promotion"
flag; (ix) the Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness of the
registration statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections 5(b) or
10 of the Securities Act; (x) the issuance of the Purchase Notice Shares shall not violate the shareholder approval requirements of the
Principal Market; (xi) the Company's common Stock must be DWAC Eligible and not subject to a "DTC chill"; (xii) all
reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant
to the reporting requirements of the Exchange Act of 1934 shall have been filed with the SEC within the applicable time periods prescribed
for such filings; (xiii) the Exchange Cap has not been reached; (xiv) the irrevocable transfer agent instructions shall have been delivered
by the Company to, and acknowledged in writing by, the transfer agent of the Company; and (xv) certain other conditions as set forth in
the Equity Line Agreement.

 In consideration of the Investor's execution
and delivery of the Equity Line Agreement, the Company shall cause the Transfer Agent to issue common stock equal to $ 1,000,000 divided
by the closing price of the Company's Common stock on the earlier of (i) the Business Day prior to the effectiveness of the Registration
Statement and (ii) the Business Day prior to the date that the Investor delivers a written request to the Company for the Commitment Shares
(provided that such request cannot be within 180 days following the Closing). For the avoidance of doubt, all of the Commitment Shares
shall only be fully earned upon a successful Closing with VCI Target Company and the issuance of the Commitment Shares is contingent upon
the Closing with VCI Target Company.

 The foregoing description of the Equity Line Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Equity Line Agreement, a copy of which
is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2025, and incorporated by reference herein.

 Extension

 On each of April 23, 2025, May 29, 2025, and June
26, 2025 the Company made a deposit of $ 2,000 to the trust account to extend the period of time the Company has to consummate an initial
business combination from May 2, 2025 to August 2, 2025.

 F- 33

 (2)

 Financial Statement Schedules:

 None.

 (3)

 Exhibits

 The following exhibits are filed with
this report. Exhibits which are incorporated herein by reference can be obtained from the SEC's website at sec.gov.

 Exhibit No.

 Description

 2.1

 First Amendment to Securities Purchase Agreement, dated January 31, 2024, by and among JC Unify Capital (Holdings) Limited, Content Creation Media LLC, Shibasish Sarkar, and International Media Acquisition Corp. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on February 6, 2024)

 2.2

 Merger Agreement, dated as of April 3, 2025, by and among International
Media Acquisition Corp., VCI Holdings Limited, and Vietnam Biofuels Development Joint Stock Company. (incorporated by reference to Exhibit
2.1 filed with the Form 8-K filed by the Registrant on April 9, 2025)

 3.1

 Certificate of Amendment, dated July 31, 2023, to Amended and Restated Certificate of Incorporation of IMAQ (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on August 3, 2023).

 3.2

 Certificate of Amendment, dated January 2, 2024, to Amended and Restated Certificate of Incorporation of IMAQ (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on January 8, 2024).

 3.3

 Certificate of Amendment, dated January 8, 2024, to Amended and Restated Certificate of Incorporation of IMAQ (incorporated by reference to Exhibit 3.2 filed with the Form 8-K filed by the Registrant on January 8, 2024).

 3.4

 Certificate of Amendment, dated December 31, 2024, to Amended and Restated Certificate of Incorporation of IMAQ (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on December 31, 2024).

 4.1*

 Description of Securities

 4.2

 Warrant Agreement, dated July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 filed with the Form 8-K filed by the Registrant on August 2, 2021).

 4.3

 Rights Agreement, dated July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on August 2, 2021).

 10.1

 Amendment to the Investment Management Trust Agreement, dated January 2, 2024, by and between IMAQ and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on January 8, 2024).

 10.2

 Amendment to the Investment Management Trust Agreement, dated July 31, 2023, by and between IMAQ and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on August 3, 2023)

 10.3

 Securities Purchase Agreement dated November 10, 2023 by and among JC Unify Capital (Holdings) Limited, Content Creation Media LLC, Shibasish Sarkar, and International Media Acquisition Corp. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on November 16, 2023).

 10.4

 Termination Letter dated October 25, 2023, issued by Reliance Entertainment Studios Private Limited (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on October 31, 2023).

 10.5

 Investment Management Trust Agreement, dated July 28, 2021, by and between IMAQ and Continental Stock Transfer & Trust Company. (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on August 2, 2021).

 10.6

 Promissory Note A, dated January 31, 2024, issued to JC Unify Capital (Holdings) Limited (incorporated by reference to Exhibit 2.2 filed with the Form 8-K filed by the Registrant on February 6, 2024).

 10.7

 Promissory Note B, dated February 27, 2024, issued to JC Unify Capital (Holdings) Limited (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on February 28, 2024).

 10.8

 Promissory Note C, dated February 27, 2024, issued to JC Unify Capital (Holdings) Limited (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on February 28, 2024).

 10.9

 Amendment to Promissory Note, dated June 28, 2024, by and among International Media Acquisition Corp. and JC Unify Capital (Holdings) Limited (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on July 1, 2024).

 10.10

 Amendment to Promissory Note B, dated June 28, 2024, by and among International Media Acquisition Corp. and JC Unify Capital (Holdings) Limited (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on July 1, 2024).

 10.11

 Amendment to Promissory Note C, dated June 28, 2024, by and among International Media Acquisition Corp. and JC Unify Capital (Holdings) Limited (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on July 1, 2024).

 10.12

 Amended and Restated Promissory Note dated January 14, 2022, as amended on March 29 2022, and March 11, 2025, by and among Content Creation Media LLC and International Media Acquisition Corp. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.13

 Amended and Restated Promissory Note dated August 10, 2022, and as amended on March 11, 2025, by and among Content Creation Media LLC and International Media Acquisition Corp.(incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.14

 Amended and Restated Promissory Note dated November 18, 2022, and as amended on March 11, 2025, by and among Content Creation Media LLC and International Media Acquisition Corp.(incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.15

 Amended and Restated Promissory Note dated February 14, 2022, and as amended on March 11, 2025, by and among Content Creation Media LLC and International Media Acquisition Corp.(incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.16

 Lock-Up Agreement dated March 11, 2025, by and among Content Creation Media LLC and International Media Acquisition Corp.(incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.17

 Lock-Up Agreement dated March 13, 2025, by and among Ontogeny Capital LTD. and International Media Acquisition Corp.(incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.18

 Joinder Agreement dated March 11, 2025, by and among JC Unify Capital (Holdings) Limited, Continental Stock Transfer & Trust Company, and International Media Acquisition Corp.(incorporated by reference to Exhibit 10.7 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.19

 Termination Agreement dated March 11, 2025, by and among International Media Acquisition Corp. and Vishwas Joshi.(incorporated by reference to Exhibit 10.8 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.20

 Termination Agreement dated March 11, 2025, by and among International Media Acquisition Corp. and Shibasish Sarkar.(incorporated by reference to Exhibit 10.9 filed with the Form 8-K filed by the Registrant on March 14, 2025).

 10.21

 Amendment to the Investment Management Trust Agreement, dated January 2, 2024, by and between IMAQ and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on August 3, 2023)

 10.22

 Amendment to the Investment Management Trust Agreement, dated December 31, 2024, by and between IMAQ and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on January 8, 2024)

 10.23

 Promissory Note, dated April 20, 2025, issued to Wei-Hua Chang (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 22, 2025).

 10.24

 VCI Loan Agreement, dated as of April 20, 2025, by and among International Media Acquisition Corp., VCI Holdings Limited, and Vietnam Biofuels Development Joint Stock Company.(incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on April 22, 2025)

 10.25

 Common Stock Purchase Agreement, dated April 20, 2025, by and among International Media Acquisition Corp. and White Lion Capital LLC. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 22, 2025)

 10.26

 Promissory Note D, dated March 28, 2025, issued to JC Unify Capital (Holdings) Limited. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on March 28, 2025)

 10.27

 Voting and Support Agreement, dated as of April 3, 2025, by and among International Media Acquisition Corp., VCI Holdings Limited, Vietnam Biofuels Development Joint Stock Company and certain shareholders of VCI Holdings Limited. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 9, 2025)

 10.28

 Agreement, dated as of April 3, 2025 by and among International Media
Acquisition Corp., VCI Holdings Limited, Vietnam Biofuels Development Joint Stock Company and certain shareholders of VCI Holdings Limited
and Vietnam Biofuels Development Joint Stock Company. (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the
Registrant on April 9, 2025)

 16.1

 Letter from Marcum LLP regarding the change in the Registrant's certifying accountant, dated June 28, 2023 (incorporated by reference to Exhibit 16.1 filed with the Form 8-K filed by the Registrant on June 29, 2023).

 19.1*

 Insider Trading Policy.

 99.1

 Contract Extension Letter, dated July 21, 2023 (incorporated by reference to Exhibit 99.1 filed with the Form 8-K filed by the Registrant on July 27, 2023).

 31.1*

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

 32.1*

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

 97.1

 Claw back Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2024 filed with the Securities and Exchange Commission on August 8, 2024.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *
 Filed
herewith.

 ITEM 16. FORM 10-K SUMMARY

 Not applicable.

 SIGNATURES

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

 Dated: July 15,
 2025

 By:

 /s/ Yu-Fang Chiu

 Name:

 Yu-Fang Chiu

 Title:

 Chief Executive Officer and Chairman

 POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Yu-Fang Chiu, as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

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

 Signature

 Title

 Date

 /s/ Yu-Fang Chiu

 Chief Executive Officer, Chief Financial Officer and Chairman

 July 15, 2025

 Yu-Fang Chiu

 (Principal Executive Officer and Principal Accounting and Financial Officer)

 /s/ Ming-Hsien Hsu

 Director

 July 15, 2025

 Ming-Hsien Hsu

 /s/ Hsu-Kao Cheng

 Director

 July 15, 2025

 Hsu-Kao Cheng

 /s/ Tao-Chou Chang

 Director

 July 15, 2025

 Tao-Chou Chang

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