UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 2024

 OR

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

 For the transition
period from to

 Four Leaf Acquisition Corporation

 (Exact name of registrant as specified in its charter)

 Delaware

 88-1178935

 (State or other jurisdiction of

incorporation or organization)

 (Commission File Number)

 (I.R.S. Employer

Identification Number)

 4546 El Camino Real B10 #715, Los Altos, California

 94022

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (650) 720-5626

 Not Applicable

 (Former name, former address and former fiscal
year, if changed since last report)

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

 Title of Each Class:

 Trading Symbol:

 Name of Each Exchange on Which Registered:

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

 FORLU

 The Nasdaq Stock Market LLC

 Class A Common Stock, par value $0.0001 per share

 FORL

 The Nasdaq Stock Market LLC

 Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share

 FORLW

 The Nasdaq Stock Market LLC

 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 Act. Yes No

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

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

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, 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.

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

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

 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).

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

 The aggregate market value of the registrant's Class A common
stock, par value $0.001 per share, outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at June
30, 2024, computed by reference to the closing price of the common stock reported on Nasdaq on such date, was approximately $ 24,724,519.65.

 As of April 29, 2025, 2,722,903 Class A Common Stock, par value $0.0001
per share, and 1,355,250 Class B Common Stock, par value $0.0001 per share, were issued and outstanding, respectively.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Item 1.

 BUSINESS

 Item 1A.

 RISK FACTORS

 Item 1B.

 UNRESOLVED STAFF COMMENTS

 Item 1C.

 CYBERSECURITY

 Item 2.

 PROPERTIES

 Item 3.

 LEGAL PROCEEDINGS

 Item 4.

 MINE SAFETY DISCLOSURES

 Item 5.

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

 Item 6.

 [RESERVED]

 Item 7.

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

 Item 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Item 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Item 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Item 9A.

 CONTROLS AND PROCEDURES

 Item 9B.

 OTHER INFORMATION

 Item 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Item 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Item 11.

 EXECUTIVE COMPENSATION

 Item 12.

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

 Item 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Item 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Item 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Item 15(a).

 The following documents are filed as part of this Annual Report:

 Item 16.

 FORM 10-K SUMMARY

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Certain statements in this Annual Report on Form 10-K for the fiscal
year ended December 31, 2024 (this "Annual Report") may constitute "forward-looking statements" for purposes of
the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management
team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may
include, for example, statements about:

 our ability to select an appropriate target business or businesses in the Internet of Things ("IOT") industry or adjacent
industries;

 our ability to complete our initial business combination in the IoT industry or adjacent industries;

 our expectations around the performance of the prospective target business or businesses in the IoT industry or adjacent industries;

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

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

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

 our pool of prospective target businesses in the IoT industry or adjacent industries;

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

 the changes in the marketplace for directors' and officers' liability insurance impacting the ease and expense for our
negotiation and completion of an initial business combination;

 our public securities' potential liquidity and trading;

 the lack of a market for our securities;

 our ability to consummate an initial business combination due to changes in laws or regulations, including changes imposing additional
requirements on business combination transactions involving SPACs and private operating companies and the application of the 1% U.S. federal
excise tax under the IR Act (as defined herein);

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

 the impact of the material weakness in our internal control over financial reporting and our ability to remediate the material weakness
in a timely manner, or at all;

 the trust account not being subject to claims of third parties; or our financial performance.

 The forward-looking statements contained in this Annual Report are
based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described in Section 1.A Risk Factors of this Annual Report. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.

 ii

 Item 1. BUSINESS

 Overview

 We are a blank check company incorporated in Delaware on March 3, 2022,
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth
companies. Unless otherwise indicated or the context requires otherwise, the words "we," "us," "our,"
the "Company," "our Company" "Four Leaf" or "FORL" refer to Four Leaf Acquisition Corporation,
a Delaware corporation.

 Our sponsor is ALWA Sponsor, LLC (our "Sponsor"), a Delaware
limited liability company. In May 2022, our Sponsor paid $25,000, or approximately $0.011 per share, to cover certain offering costs in
consideration for 2,156,250 shares of Class B common stock, par value $0.0001 (the "Class B common stock" or "Founder
Shares"). On May 10, 2022, our Sponsor surrendered 287,500 Founder Shares, for no consideration, resulting in our Sponsor and directors
continuing to hold 1,868,750 Founder Shares. On August 26, 2022, our Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla
and Stephen Markscheid, each of which are members of the Company's Board of Directors. The awards will vest simultaneously with
the closing of an initial business combination, provided the director has continuously served on the Company's Board of Directors
through the closing of such initial business combination.

 The registration statement for the initial public offering ("Initial
Public Offering") was declared effective on March 16, 2023. On March 16, 2023, we consummated the Initial Public Offering of 5,200,000
units (the "Units"). Each Unit sold in the Initial Public Offering consists of one share of Class A common stock, $0.0001
par value per share ("Class A common stock"), and one redeemable warrant exercisable into one share of Class A common stock
at an exercise price of $11.50 per share (the "Public Warrants"). The Units were sold at an offering price of $10.00 per Unit,
generating total gross proceeds of $54,210,000, and incurring offering costs (including the partial exercise of the underwriter's
over-allotment option on March 17, 2023) of approximately $4.0 million, consisting of approximately $0.8 million of underwriting commissions,
approximately $1.9 million of deferred underwriting commissions that will be paid solely in the event that we complete a business combination,
approximately $0.3 million representing the fair value of the 54,210 shares of Class A common stock for issued to the underwriter of the
Initial Public Offering (the "Representative Shares"), and approximately $1.0 million of other offering costs.

 Concurrent with the consummation of the Initial Public Offering, on
March 16, 2023, our Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in our Sponsor and directors
holding an aggregate of 1,495,000 Founder Shares, of which up to 195,000 was subject to forfeiture to the extent the over-allotment option
was not exercised in full by the underwriter prior to its expiration date on April 30, 2023. On March 17, 2023, the underwriters partially
exercised their over-allotment option and purchased 221,000 additional Units. Upon the partial exercise their over-allotment option by
the underwriters, the forfeiture lapsed for 55,250 Founder Shares. Following the expiration of the underwriters' remaining over-allotment
option on April 30, 2023, the remaining 139,750 Founder Shares were forfeited, resulting in our Sponsor and directors holding an aggregate
of 1,355,250 Founder Shares.

 Simultaneously with the closing of the Initial Public Offering, we
consummated the private placement ("Private Placement") of 3,576,900 warrants (each, a "Private Placement Warrant"
and collectively, the "Private Placement Warrants"), which were purchased by our Sponsor, at a price of $1.00 per Private
Placement Warrant, generating gross proceeds to us of approximately $3.58 million. Upon the closing of the Initial Public Offering and
the Private Placement (including the additional Units sold in connection with the partial exercise of the underwriter's over-allotment
option), $55,836,300 ($10.30 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement
were placed into the trust account (the "Trust Account"). The funds in the Trust Account, together with the interests earned
thereon, shall not be released to us until the earlier of the completion of our initial business combination and our redemption of the
shares of common stock sold in the IPO upon our failure to consummate a business combination within the required period, except for payment
of our franchise and income taxes if any. We are not permitted to use the proceeds placed in the trust account and the interests earned
thereon to pay any excise taxes or any other similar fees or taxes in nature that may be imposed on the company pursuant to any current,
pending or future rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act (IRA) of 2022
(H.R. 5376) on any redemptions or stock buybacks by the Company.

 With these exceptions, expenses incurred by us may be paid prior to
a business combination only from the net proceeds of our IPO not held in the trust account; provided, however, that in order to meet our
working capital needs following the consummation of our IPO, if the funds not held in the trust account are insufficient, our insiders,
officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion. Up to $2,000,000 of such loan may be converted upon consummation of our initial
business combination into warrants at a price of $1.00 per warrant. If we do not complete a business combination, the loans would be repaid
out of funds not held in the trust account, and only to the extent available. As of the date of this Annual Report, an aggregate of US$$2,195,100
working capital loan have been extended by our Sponsor to us. We originally had until June 22, 2024 (or 15 months from the closing of our
Initial Public Offering) to consummate an initial business combination after extending the period of time to consummate a business combination
for three additional months on March 19, 2024 (extendable at our Sponsor's option for another additional three months, or for a
total of 18 months). On March 19, 2024, we issued a non-convertible unsecured promissory note (the "Extension Note") in the
principal amount of $542,100 to our Sponsor. Our Sponsor deposited the funds into the trust account in connection with the first extension.
The Extension Note was issued in connection with the decision by our board of directors to exercise the first extension option in accordance
with our second amended and restated certificate of incorporation (the "Certificate of Incorporation") and to extend the date
by which we must consummate a business combination transaction from March 22, 2024 to June 22, 2024 (i.e., for a period of time ending
15 months after the consummation of the initial public offering). The Extension Note bears no interest and is repayable in full upon the
consummation of an initial business combination. If we do not consummate a business combination, the Extension Note will not be repaid
and all amounts owed under the Extension Note will be forgiven except to the extent that we have funds available to us outside of the
trust account.

 On June 18, 2024, the Company
held a special meeting of stockholders, at which the Company's stockholders approved (i) an amendment to the Company's second
amended and restated certificate of incorporation (the "Extension Amendment") and (ii) an amendment (the "Trust Amendment")
to the Investment Management Trust Agreement, dated March 16, 2023, by and between the Company and Continental Stock Transfer & Trust
Company effective as of June 18, 2024 to allow the Company to extend the business combination period for up to an additional
twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the "Extension") by depositing into the
trust account, for each one-month extension, $75,000 (the "Extension Payment"). In connection with the stockholders'
vote at the special meeting, an aggregate of 2,752,307 shares of the Company's Class A common stock were tendered for redemption.
For each Extension Payment, our Sponsor will deposit the applicable Extension Payment amount into the Trust Account and we will issue
an unsecured promissory note (each an "Extension Note") in the principal amount of the Extension Payment to our Sponsor. Each
Extension Note will bear no interest and will be repayable in full upon the consummation of an initial business combination. If we do
not consummate an initial business combination, then any Extension Notes will not be repaid and all amounts owed under the Extension Notes
will be forgiven except to the extent that we have funds available to us outside of the Trust Account.

 As of the date of this Annual
Report, eleven Extension Payments have been made and an aggregate of $825,000 have been deposited into the Trust Account. We now have until
May 22, 2025 to complete our initial business combination.

 If we are unable to complete an initial business combination prior
to May 22, 2025 (or prior to June 22, 2025, if we fully extend the period of time to consummate a business combination), 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 shares of Class A common stock subject to possible redemption, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less any
income or franchise tax obligations and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
shares of Class A common stock, which redemption will completely extinguish public stockholders' rights as stockholders (including
the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 While we may pursue an initial business combination target in any business,
industry or geographical location, until we consummate our initial business combination, we intend to focus on companies in the IoT space
or adjacent spaces, that is, physical objects (or groups of objects) with sensors, processing ability, software and other technologies
that connect and exchange data with other devices and systems over the Internet or other communications networks, sometimes called "smart
devices." We intend to target companies in both developing markets (e.g., China and India), and the developed markets (e.g., United
States and Europe).

 On September 24, 2024,
the Company received a letter (the "September Notice") from the Listing Qualifications Department of The Nasdaq Stock Market
LLC ("Nasdaq") informing the Company that, for the last 36 consecutive business days, the Market Value of Listed Securities
("MVLS") for the Company was below the $35 million minimum MVLS requirement for continued listing on the Nasdaq Capital Market
under Nasdaq Listing Rule 5550(b)(2) (the "MVLS Rule"). The September Notice is a notification of deficiency, not a notice
of imminent delisting, and has no current effect on the listing or trading of the Company's securities. In accordance with Nasdaq
Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until March 24, 2025 (the "Compliance Period"), to
regain compliance with the MVLS Rule.

 On November 21, 2024,
the Company received a letter (the "November Notice") from the Nasdaq indicating that the Company remains in non-compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule
5250(c)(1), which requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.
The November Notice has no immediate effect on the listing or trading of the Company's common stock. The Company filed the delinquent
Form 10-Q on January 15, 2025.

 On
April 8, 2025, the Company received written notice (the " Delisting Letter ") from Nasdaq informing the Company that
it has not regained compliance with Nasdaq Listing Rule 5550(b)(2) for the MVLS within the Compliance Period in accordance with Nasdaq
Listing Rule 5810(c)(3)(C). Accordingly, unless the Company requests an appeal of this determination, the Company's securities will
be delisted from The Nasdaq Capital Market, trading of the Company's Common Stock will be suspended at the opening of business on
April 17, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities
from listing and registration on The Nasdaq Stock Market. The Company has requested an appeal to the Nasdaq Hearings Panel (the "Panel"),
which stays the suspension of the Company's securities pending a decision from the Panel at the scheduled hearing.

 On April 17, 2025, the
Company received another notice from the staff of the Nasdaq Listing Qualifications department of Nasdaq stating that the Company's
failure to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K"), serves a basis for
delisting the Company's securities from Nasdaq. Accordingly, unless the Company timely requests an appeal of this determination,
the Company's securities will be delisted from The Nasdaq Capital Market, trading of the Company's Common Stock will be suspended
and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing
and registration on The Nasdaq Stock Market.

 On April 21, 2025, the
Company received another notice from Nasdaq, which notified the Company that its failure to pay certain fees required by Listing Rule
5250(f) serves an additional basis for delisting the Company's securities from Nasdaq unless the Company appeals this determination.

 The Company fully intends to timely appeal such determinations pursuant
to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company's securities and the filing
of the Form 25-NSE pending the Panel's decision.

 Our Leadership

 Executive Team

 With recognized operating capabilities developed at leading large-scale
global technology companies, as well as entrepreneurial insight and expertise, we believe our management team's diverse and complementary
backgrounds can have a transformative impact on a target business.

 We believe our management team is distinctly positioned to identify
and evaluate business in the IoT space, as a result of their experience leading global technology companies, with strengths in corporate
strategy and transactions, public company operations and applying innovative technologies to enable business growth and industry transformations.
We believe their combined experience uniquely qualifies us to offer target company stakeholders a differentiated approach to accelerating
growth in key global markets, extending the management team, enhancing operating efficiency and operating successfully as a public company.
Notwithstanding our management team's and their respective affiliates' past experiences, past performance is not a guarantee
(i) that we will be able to identify a suitable candidate for our initial business combination; or (ii) that we will provide an attractive
return to our stockholders from any business combination we may consummate.

 On December 15, 2024, our former Director and Chief Executive Officer
("CEO") Mr. Angel Orrantia died unexpectedly. The Board of Directors ("Board") held a meeting on December 17,
2024, in response to this tragic event to ensure the required and necessary governance and business processes continue without adversely
impacting the Company's strategic direction. The Board appointed Mr. Bala Padmakumar as interim CEO until Four Leaf appoints a permanent
new CEO.

 Bala Padmakumar, Chairman and Interim Chief Executive Officer

 Bala Padmakumar has been a member of our board of directors since 2022.
Mr. Padmakumar is a broad based entrepreneur and technologist with a strong background in strategic partnerships, product and business
development, technology and operations, private equity, and venture capital environments. Since August 2020, Mr. Padmakumar has been a
partner at Advantary LLC, where he specializes in business development and advises on strategic matters. Since September 2021, Mr. Padmakumar
has also served as Chief Executive Officer and Chairman of Monterey Capital Acquisition Corporation, a newly organized blank check company
formed for the purpose of effecting a business combination, which is intended to on businesses in the clean transition sector. From July
2016 to December 2021, Mr. Padmakumar also advised on deal flow and provided operational support to portfolio companies for a fund set
up to support SK Telecom Co., Ltd.'s strategic interests. From 2011 to October 2020, Mr. Padmakumar was the Chief Executive Officer
at Amperics, Inc., a developer and vendor of high energy density ultracap hybrid storage systems. Mr. Padmakumar also has extensive experience
in the clean energy sectors, having been an advisor to Lionrock Batteries Ltd., which creates flexible batteries and high performance
separator technology since 2019, an advisor to the board and CEO of Hyperscale Data Center Company, a company focused on energy usage
efficiency in hyperscale data centers from 2018 to 2020, and an advisor to the chairman of Advanced Systems Automation Limited in Singapore,
where he advised on issues surrounding urban transportation, High Energy Density Li Ion battery (NMC technology) and 3D printing technology
from 2017 to 2019. Mr. Padmakumar also has broad experience advising on capital raising and corporate strategy, serving as a mentor to
OneValley Inc., a global entrepreneurship platform for individuals, startups, and corporations seeking innovation and accelerated growth,
and as an advisor to several early stage companies from audio technologies to SaaS products. Mr. Padmakumar has a Bachelor's Degree
in Technology from the University of Madras in Chemical Engineering and a Master of Science Degree in Chemical Engineering from Stanford
University.

 Directorships of listed companies in the past five years: Current —
Monterey Capital Acquisition Corporation (since 2022)

 Coco Kou, Chief Financial Officer

 Ms. Coco Kou, our Chief Financial Officer since 2022, is a certified
public accountant and experienced finance executive with a demonstrated history of working in accounting and finance functions across
industries. Previously, Ms. Kou served as the Chief Financial Officer of Xynomic Pharmaceuticals Holdings, a research and development
company, from 2019 through 2021. Prior to that, Ms. Kou served as Chief Financial Officer of Salion Food Condiment Limited, a food condiment
research and manufacturing company, from 2017 through 2018. Ms. Kou also has over 10 years of experience in public accounting at Deloitte
LLP and Marcum Asia CPAs LLP (formerly known as Marcum Bernstein & Pinchuk LLP). Through her education and business experience, Ms.
Kou has developed strong skills in Risk Management, Corporate Finance, Accounting, Venture Capital and Sarbanes-Oxley Act compliance.
Ms. Kou's educational experiences include an EMBA-GLOBAL ASIA focused in EMBA from Columbia Business School, London Business School
and Hong Kong University.

 Robert de Neve, Chief Strategy Officer

 Robert de Neve, our Chief Strategy Officer since 2022, is a skilled
executive and investor with broad experience advising companies across the technology industry. Mr. de Neve has over 45 years of experience
as an engineer, entrepreneur, executive, lecturer and investor in Silicon Valley. Since 2007, Mr. de Neve has served as the General Partner
at NextPhase Ventures, a venture capital, private equity business advisory firm that provides solutions to technology companies. Starting
in 2020, Mr. de Neve took on the additional role of Managing Director of Cooperate Strategy & New Ventures at Applied Manufacturing
Group, an OEM level, product lifecycle-based company that provides engineering and manufacturing solutions to aerospace, defense, semiconductor,
bio-med and automation industries. Mr. de Neve's previously experience includes Founder & CEO at the accelerator/integrator
BriteLab, EVP & General Manager at Brooks-PRI Automation, a semiconductor manufacturer, VP of Operations at robot maker Equipe Technologies,
NPI Manager & Engineer at KLA-Tencor, a capital equipment company, Accelerator Technologist at Stanford Linear Accelerator Center,
a United States Department of Energy National Laboratory operated by Stanford University, and a instructor/mentor at Draper University,
Carnegie-Mellon, Thiel Foundation and UCSC. Robert is a six-time honoree of the INC. Fast 500 and a seven-time honoree of SVBJ's
Fast 50 achieving a #1 win in 1996. He currently sits on the Board of Directors of Evolve Manufacturing Technologies Inc., Anybots Inc,
Embolx Inc., Mettle Machine Inc. and Applied Manufacturing Group. and the Industrial Advisory Board of the US Department of Commerce's
Advanced Manufacturing Technology Work Force Development Initiative. Mr. de Neve has executive management experience supporting two significant
exits valued at over $700 million, a $240 million sale of Equipe to PRI, and a $475 million sale of PRI to Brooks. He is currently engaged
in a series of academic research projects in Advanced Business and Productization Systems and is a graduate of the Project & Program
Management Certificate Program at UC Santa Cruz and the Contemporary Optics & Lens Design Certificate Program at University of Rochester.
Robert also studied Laster Technology at San Jose City College and Electronics Engineering Technology at Cogswell Polytechnic College.

 Independent Directors

 We intend to be actively involved in the strategy and operations of
our target companies and have assembled a number of seasoned corporate executives and professional advisors to serve as our independent
directors. These independent directors have been chosen for their extensive sector experience — within mergers and acquisitions,
venture capital/private equity and technology sectors — or for their extensive executive and legal experience in managing successful
and disruptive high-growth companies and financial strategies. Our independent directors provide a broad network of operational experience,
various industry perspectives, and management capabilities to supplement our management's network of potential target opportunities.

 Stephen Markscheid, Director

 Stephen Markscheid has been a member of our board of directors since 2022. Mr. Markscheid is Managing Principal of Aerion Capital, a family
office.

 From 1998-2006, Mr. Markscheid worked for GE Capital, the financial services division of General Electric. During his time with
GE Capital, Mr. Markscheid led GE Capital's business development activities in China and Asia Pacific, primarily acquisitions and
direct investments. Prior to GE Capital, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. Mr. Markscheid earned
a BA in East Asian Studies from Princeton University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and
an MBA from Columbia University in 1991, where he was class valedictorian.

 Directorships of listed companies in the past five years: Current
— JinkoSolar Holdings Co. Ltd. (since 2009); Four Leaf Acquisition Corporation (since 2023); Richtech Robotics Inc. (since 2023);
ConnectM Corporation (since 2024), Charlton Aria Acquisition Corporation (since 2024); Aifeex Nexus Acquisition Corporation (since 2024)
Former — Fanhua Inc. (2007-2024), Cenntro Inc. (2023-2024), TKK Symphony Acquisition Corporation (2018-2022); Akso Health Group
(2017-2022), Monterey Capital Acquisition Corporation (2022-2024); Tristar Acquisition Corp. (2023-2024).

 Rahul Mewawalla, Director

 Rahul Mewawalla has been a member of our board of directors since 2022. Mr. Mewawalla is a technology, digital, product, and business
leader with extensive strategic and operational leadership expertise across technology, internet, artificial intelligence, computing,
telecom, financial services, and digital markets. He has held several executive leadership roles, and currently serves as Chief Executive
Officer and President of Mawson Infrastructure Group Inc. (NASDAQ: MIGI), a technology and digital infrastructure company, and previously
served as Chief Executive Officer and President of Xpanse Inc., a technology, software and fintech company and as Chief Digital Officer
and Executive Vice President, Platforms and Technology Businesses at Freedom Mortgage Corporation, a national financial services company
from 2020 to 2021, as Chief Executive Officer and President at Zenplace Inc., a technology platforms and software company from 2014 to
2020, as Vice President at Nokia Corporation (NYSE: NOK), a global technology and telecom company from 2010 to 2012, as Vice President
at General Electric Company (NYSE: GE)'s NBCUniversal, a global digital platforms, media, and diversified company from 2008 to 2010,
and as Senior Director at Yahoo! Inc. (formerly NASDAQ: YHOO), a global internet and technology company from 2005 to 2008. In addition
to his executive leadership roles, Mr. Mewawalla also serves and has previously served as a board director with several NASDAQ-listed
public companies. He previously served as a board director at SOS Children's Villages USA, a philanthropic organization. Mr. Mewawalla
has also served as Senior Advisor to the San Francisco Mayor's Office on Innovation, as an Advisor to Stanford University's
Persuasive Technology Lab, and as Committee Chair of the VC TaskForce SIG on Systems and Services. Mr. Mewawalla earned a BBS from the
University of Delhi and an MBA from the Kellogg School of Management at Northwestern University.

 Directorships of listed companies in the
past five years: Current – Phunware, Inc. (NASDAQ: PHUN), as a director as well as a member of the Nominating and Governance Committee,
Chair of the Audit Committee and an Audit Committee Financial Expert, as a member of Compensation Committee, of which he was previously
Chair, and as the Chairman of the Board of Directors (director since 2021); Mawson Infrastructure Group (NASDAQ: MIGI) (director since
2023); Rocky Mountain Chocolate Factory (NASDAQ: RMCF) and as a member of the Audit Committee and Nominating and Governance Committee,
Chair of the Compensation Committee, and Chairman of the Board of Directors (2021).

 Merger Agreement

 On December 17, 2024,
we entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among Four Leaf, Xiaoyu Dida Interconnect
International Limited, an exempted company incorporated in the Cayman Islands with limited liability (" Xiaoyu Dida "), Xiaoyu
Dida Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (" Merger Sub 1 "), and Xiaoyu
Dida (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (" Merger Sub 2 "). Upon
the closing of the transactions contemplated by the Merger Agreement, (i) Merger Sub 1, will be merged with and into Four Leaf (" Merger
1 "), with Four Leaf being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida. Four Leaf, in its capacity
as the surviving entity of Merger 1, is referred to for the periods from and after Merger 1 as the " Merger 1 Surviving Corporation ");
and (ii) immediately following the consummation of Merger 1, the Merger 1 Surviving Corporation will be merged with and into Merger Sub
2 (" Merger 2 " and, collectively with Merger 1, the " Mergers "), with Merger Sub 2 being the surviving
company and becoming a wholly-owned subsidiary of Xiaoyu Dida (Merger Sub 2, in its capacity as the surviving entity of Merger 2, is referred
to for the periods from and after Merger 2 as the " Merger 2 Surviving Corporation ").

 At a meeting of the Board
of Directors of Four Leaf (the " Board ") held on December 17, 2024, the Board: (a) determined that (x) the Merger Agreement,
Merger 1, Merger 2 and the other Transactions (as defined in the Merger Agreement) are fair and advisable to, and in the best interests
of, Four Leaf and its stockholders, and (y) the Transactions constitute a "Business Combination" as such term is defined in
the Four Leaf Charter (as defined below); (b) (i) approved and declared advisable the Merger Agreement and the execution, delivery and
performance thereof, Merger 1, Merger 2 and the other Transactions, and (ii) approved and declared advisable the Merger 1 Certificate
of Merger (as defined in the Merger Agreement), the Merger 2 Certificate of Merger (as defined in the Merger Agreement), the Sponsor Support
Agreement (as defined below), the Registration Rights Agreement (as defined below), the Warrant Assumption Agreement (as defined below),
and each other Additional Agreement (as defined in the Merger Agreement) to which Four Leaf is a party and the execution, delivery and
performance thereof; (c) resolved to recommend the adoption of the Merger Agreement, the Merger 1 Certificate of Merger and the Merger
2 Certificate of Merger by the stockholders of Four Leaf; and (d) directed that the Merger Agreement, the Merger 1 Certificate of Merger
and the Merger 2 Certificate of Merger be submitted to the stockholders of Four Leaf for their approval at special stockholders meeting
to be called and held for such purpose (the " Four Leaf Special Meeting ").

 Treatment of Four Leaf Securities

 Four Leaf Stock. Immediately
prior to the Merger 1 Effective Time (as defined in the Merger Agreement): (i) each share of Four Leaf's Class B common stock, par
value $0.0001 (the " Class B Common Stock ") shall be automatically converted into one share of Four Leaf's Class
A common stock, par value $0.0001 per share (the " Class A Common Stock ", together with the Class B Common Stock, the
" Common Stock ") in accordance with the terms of the Four Leaf's second amended and restated certificate of incorporation
(the " Four Leaf Charter ") (such automatic conversion, the " Four Leaf Class B Conversion ") and each
share of Four Leaf Class B Common Stock shall no longer be outstanding and shall automatically be canceled, and each former holder of
Four Leaf Class B Common Stock shall thereafter cease to have any rights with respect to such shares; and (ii) each Four Leaf unit (the
" Four Leaf Units "), which consists of one share of Class A Common Stock and one redeemable warrant issued by Four Leaf
to purchase shares of Four Leaf Class A Common Stock at a price of $11.50 per whole share (the " Four Leaf Warrants ")
outstanding immediately prior to the Merger 1 Effective Time shall be automatically detached and the holder thereof shall be deemed to
hold one share of Class A Common Stock and one Four Leaf Warrant in accordance with the terms of the applicable Four Leaf Units (the " Unit
Separation ").

 Immediately after giving
effect to the Unit Separation and the Four Leaf Class B Conversion, at the Merger 1 Effective Time, each share of Four Leaf Class A Common
Stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than any shares of Four Leaf Class A Common
Stock held by Four Leaf as treasury stock and any shares of Four Leaf Class A Common Stock subject to redemption (the " Four Leaf
Redeeming Shares ")) shall automatically be cancelled in exchange for the right to receive, upon delivery of the applicable letter
of transmittal (if any), one Class A ordinary share, par value of $0.00005 per share, of Xiaoyu Dida (the " Xiaoyu Dida Class
A Ordinary Shares ") (the " Merger Consideration ").

 Four
Leaf Warrants. At the Merger 1 Effective Time, each Four Leaf Warrant
outstanding immediately prior to the Merger 1 Effective Time shall cease to be a warrant with respect to Four Leaf Class A Common Stock
and shall be assumed by Xiaoyu Dida and converted into a warrant to purchase one Xiaoyu Dida Class A Ordinary Share (each, a " Xiaoyu
Dida Warrant ") pursuant to the terms of a warrant assignment, assumption and amendment agreement to be entered into between
Four Leaf, Xiaoyu Dida and Continental Stock Transfer & Trust Company (" CST ") (the " Warrant Assumption
Agreement "). Each Xiaoyu Dida Warrant shall continue to have and be subject to substantially the same terms as were applicable
to such Four Leaf Warrant in effect immediately prior to the Merger 1 Effective Time under the terms of that certain Warrant Agreement,
dated March 16, 2023, by and between Four Leaf and CST, as warrant agent (including any repurchase rights and cashless exercise provisions).
At or prior to the Merger 1 Effective Time, Xiaoyu Dida shall take all corporate action necessary to reserve for future issuance, and
shall maintain such reservation for so long as any of the Xiaoyu Dida Warrants remain outstanding, a sufficient number of Xiaoyu Dida
Class A Ordinary Shares for delivery upon the exercise of Xiaoyu Dida Warrants after the Merger 1 Effective Time.

 Representations
and Warranties

 The Merger Agreement
contains customary representations and warranties of the parties thereto with respect to, among other things; (a) entity organization,
good standing and qualification; (b) capital structure; (c) authorization to enter into the Merger Agreement; (d) compliance with laws
and permits; (e) financial statements and internal controls; (f) absence of certain changes and undisclosed liabilities; (g) litigation;
(h) labor and employee matters; (i) environmental matters; (j) tax matters; (k) real and personal property; (l) intellectual property;
(m) insurance: (n) material contracts; (o) brokers and finders; (p) trade compliance; and (q) transactions with affiliates.

 Covenants

 The Merger Agreement
includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Mergers
and efforts to satisfy conditions to consummation of the Mergers. The Merger Agreement also contains additional covenants of the parties,
including, among others, covenants providing for Four Leaf and Xiaoyu Dida to use reasonable best efforts to cooperate in the preparation
of the Registration Statement and Proxy Statement/Prospectus (as each such term is defined in the Merger Agreement) required to be filed
in connection with the Mergers and to obtain all requisite approvals of their respective stockholders including, in the case of Four Leaf,
approvals of the Merger Agreement and the Mergers, and the third amended and restated certificate of incorporation. Four Leaf has also
agreed to include in the Proxy Statement/Prospectus the recommendation of the Board that stockholders approve all of the proposals to
be presented at the special meeting.

 Non-Solicitation Restrictions

 Each of Four Leaf and
Xiaoyu Dida has agreed that from the date of the Merger Agreement to the date of the closing (the " Closing " or " Closing
Date ") or, if earlier, the termination of the Merger Agreement in accordance with its terms, it will not, and it will cause
its representatives not to, solicit or initiate any negotiations with any party, or provide non-public information or data concerning
it or its subsidiaries to any party relating to an Alternative Transaction or Alternative Proposal (as such terms are defined in the Merger
Agreement), or enter into any agreement relating to such a proposal.

 Conditions to Closing

 The consummation of the
Closing is conditioned upon, among other things: (i) receipt of Four Leaf stockholder approval and Xiaoyu Dida shareholder approval; (ii)
the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other
applicable anti-trust Laws; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit
or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental
Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice (as defined in the Merger Agreement),
shall have been made or obtained; (v) the effectiveness of the Registration Statement under the Securities Act of 1933, as amended (the
" Securities Act "); (vi) Four Leaf having at least $5,000,001 of net tangible assets (as determined in accordance with
Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the " Exchange Act ")); (vii) the common stock
of Xiaoyu Dida to be issued pursuant to the Merger Agreement being listed or having been conditionally approved for listing on Nasdaq,
subject to official notice of issuance; (viii) solely with respect to Four Leaf (A) the representations and warranties of Xiaoyu Dida
being true and correct to applicable standards in the Merger Agreement and each of the covenants of Xiaoyu Dida having been performed
or complied with in all material respects, and (B) since the date of the Merger Agreement there not having been a material adverse effect
on Xiaoyu Dida that is continuing; and (ix) solely with respect to Xiaoyu Dida, (A) the representations and warranties of Four Leaf being
true and correct to applicable standards in the Merger Agreement and each of the covenants of Four Leaf having been performed or complied
with in all material respects, (B) since the date of the Merger Agreement there not having been a material adverse effect on Four Leaf
that is continuing, and (C) the resignations of certain directors and executive officers of Four Leaf. The Merger Agreement does not include
a minimum cash condition. The Merger Agreement does not contain a requirement that Four Leaf and Xiaoyu Dida seek PIPE or similar additional
financing prior to Closing.

 Termination

 The Merger Agreement may be terminated at
any time prior to the Effective Time as follows:

 (i)
 by mutual written consent of Four Leaf and Xiaoyu Dida;

 (ii)
 by either Four Leaf or Xiaoyu Dida if the Closing is not
consummated on or before December 31, 2025 (the " Outside Date "), provided that the failure to consummate the Closing
by the Outside Date is not due to a breach of or failure to perform any of the representations, warranties, covenants or agreements set
forth in the Merger Agreement by the party seeking to terminate;

 (iii)
 by either Four Leaf or Xiaoyu Dida if the other party has
breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the Closing (subject
to a 20-day cure period for breaches that are curable), provided that such right to terminate will not be available to either party if
it is then in material breach of any representation, warranty, covenant or obligation set forth in the Merger Agreement, which breach
has not been cured;

 (iv)
 by either Four Leaf or Xiaoyu Dida if any Order (as defined
in the Merger Agreement) having the effect of prohibiting or preventing the consummation of the Closing shall be in effect and shall
have become final and non-appealable; provided, however, that the right to terminate this shall not be available to
a party if such Order was due to such party's breach of or failure to perform any of its representations, warranties, covenants
or agreements set forth in the Merger Agreement;

 (v)
 by either Four Leaf or Xiaoyu Dida if the CSRC Filing Notice
has not been obtained by the Outside Date;

 (vi)
 by either Four Leaf or Xiaoyu Dida if Four Leaf stockholder
approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or
any adjournment or postponement thereof; or

 (vii)
 by Four Leaf if Xiaoyu Dida shareholder approval shall not
have been obtained by reason of the failure to obtain the required vote at the general meeting duly convened therefor or at any adjournment
or postponement thereof.

 The Merger Agreement
and other agreements described below have been included to provide investors with information regarding their respective terms. They are
not intended to provide any other factual information about Four Leaf, Xiaoyu Dida or the other parties thereto. In particular, the assertions
embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by
information in one or more confidential disclosure schedules prepared in connection with the execution and delivery of the Merger Agreement,
may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been
used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are
not necessarily characterizations of the actual state of facts about Four Leaf, Xiaoyu Dida or the other parties thereto at the time they
were made or otherwise and should only be read in conjunction with the other information that Four Leaf makes publicly available in reports,
statements and other documents filed with the SEC. Four Leaf and Xiaoyu Dida investors and security holders are not third-party beneficiaries
under the Merger Agreement.

 Certain Related Agreements

 Sponsor Support
Agreement. In connection with the execution of the Merger Agreement, ALWA Sponsor, LLC, a Delaware limited liability company
(the " Sponsor ") and certain holders of Class B Common Stock, entered into a sponsor support agreement (the " Sponsor
Support Agreement ") with Four Leaf and Xiaoyu Dida, pursuant to which the Sponsor and such holders of Class B Common Stock agreed,
among other things, (a) to vote all shares of Common Stock beneficially owned by them in favor of the Mergers and other Transactions;
(b) to waive any rights to adjustment or other anti-dilution rights in respect of the Class B Common Stock under the Four Leaf Charter;
(c) to appear at the Four Leaf Special Meeting for purposes of constituting a quorum; (d) to vote against any proposals that
would reasonably be expected to impede the Mergers or any of the Transactions; (e) not to redeem any Sponsor Shares (as defined in
the Sponsor Support Agreement); (f) not to transfer any Sponsor Shares, subject to certain exceptions; and (g) to irrevocably
waive dissenters' rights, if any, under the DGCL and any other similar statute in respect to all Sponsor Shares with respect to
the Transactions.

 Shareholder Support
Agreement. In connection with the execution of the Merger Agreement, Four Leaf entered into a shareholder support agreement
and deed (the " Shareholder Support Agreement ") with Xiaoyu Dida and all of the existing shareholders of Xiaoyu Dida
(the " Xiaoyu Dida Shareholders "), pursuant to which Xiaoyu Dida Shareholders agreed, among other things, (a) to vote
in favor of the Transactions; (b) to appear at the Xiaoyu Dida shareholders' meeting in person or by proxy for purposes of
counting towards a quorum; and (c) to vote against any proposals that would be reasonably likely to in any material respect impede
the Mergers or any of the Transactions.

 Amended and Restated
Registration Rights Agreement. In connection with the Closing, Four Leaf, the Sponsor, certain existing stockholders of Four
Leaf who will receive Xiaoyu Dida Class A Ordinary Shares pursuant to the Merger Agreement and certain shareholders of Xiaoyu Dida will
enter into an amended and restated registration rights agreement (the " Registration Rights Agreement ") mutually agreeable
to Four Leaf and Xiaoyu Dida and in substantially the form attached to the Merger Agreement, which will become effective as of the Closing,
pursuant to which, among other things, (a) Xiaoyu Dida will agree to undertake certain resale shelf registration obligations in accordance
with the Securities Act and the Sponsor and certain shareholders of Xiaoyu Dida will be granted customary demand and piggyback registration
rights; and (b) certain shareholders of Xiaoyu Dida will agree not to transfer certain Xiaoyu Dida shares held by such shareholder, for
a period after the Closing specified therein, subject to certain exceptions.

 Warrant Assignment,
Assumption and Amendment Agreement. In connection with the Closing, Four Leaf, Xiaoyu Dida and Four Leaf's transfer
agent will enter into the Warrant Assumption Agreement, pursuant to which, among other things, Four Leaf will assign all of its rights,
interests and obligations in the Warrant Agreement to Xiaoyu Dida, and the Warrant Agreement will be amended to change all references
to Four Leaf to Xiaoyu Dida and so that each warrant will represent the right to receive one whole Xiaoyu Dida Class A Ordinary Share.

 The foregoing descriptions
of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety
by reference to the Merger Agreement, Sponsor Support Agreement, Shareholder Support Agreement, the form of Registration Rights Agreement
and the form of Warrant Assumption Agreement, copies of each of which are filed with this Current Report on Form 8-K as Exhibit 2.1, Exhibit
10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, and the terms of which are incorporated by reference herein.

 Effecting Our Initial Business Combination

 General

 We are not presently engaged in, and we will not engage in, any operations
until the consummation of our initial business combination. We intend to effectuate our initial business combination using cash from the
proceeds of the Initial Public Offering and the Private Placement of the Private Placement Warrants, the proceeds of the sale of our shares
in connection with our initial business combination (pursuant to forward purchase or backstop agreements we may enter into prior to the
consummation of an initial business combination), 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.

 Selection of a target business and structuring of our initial
business combination

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

 Size: We intend to focus on companies that alone, or through a strategic combination with another company, have an enterprise
valuation between $200 million and $300 million. We believe at this scale we can most effectively apply the experience and resources of
the management team to accelerate growth and enhance profitability.

 Location: We are searching for attractive target acquisition opportunities globally, with particular emphasis on companies
in Asia and North America.

 Focus: We plan to target companies in the Consumer IoT and consumer facing Industrial IoT sectors globally. Within those broader
sectors, we will concentrate on companies that are aligned to the secular trends of automation, digitization, and broader technology adoption
and positioned for strong growth that can be enhanced through partnership with our management team.

 Management Capability: We plan to target companies with strong management teams that are capable of scaling to operate successfully
on a global basis as a public company. Our management team is committed to providing support, guidance and, where necessary, additional
management talent to assist the target company in executing its value creation strategy and achieving its vision.

 Differentiation: We are looking for potential acquisitions that have powerful competitive advantages, strong innovation capabilities
and an adaptive management team committed to a positive culture grounded in strong values, including the importance of diversity and inclusion
and serving the interests of a broader set of stakeholders.

 These criteria are not intended to be exhaustive. Any evaluation relating
to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as
other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial
business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business
does not meet the above criteria in our stockholder communications related to our initial business combination, which would be in the
form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (the
"SEC").

 Nasdaq rules require that we must complete one or more business combinations
having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting
commissions and income taxes payable on the interest and other income earned on the trust account) at the time of our signing a definitive
agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market
value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our
initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that
commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board will
not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so
if the board is less familiar or experienced with the target company's business, there is a significant amount of uncertainty as
to the value of the company's assets or prospects, including if such company is at an early stage of development, operations or
growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that
outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the
fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding
the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed
to our stockholders. However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the
SEC in connection with a proposed transaction will include such opinion. Additionally, pursuant to Nasdaq rules, any initial business
combination must be approved by a majority of our independent directors.

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

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

 We will provide our public stockholders with the opportunity to redeem
all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of the initial business combination including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriters. Our sponsor, officers and directors (collectively, the "Initial Stockholders") have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares
and any public shares held by them in connection with the completion of our initial business combination.

 Manner of Conducting Redemptions

 We will provide our public stockholders with the opportunity to redeem
all or a portion of their shares of Class A common stock upon the completion of our initial business combination either: (i) in connection
with a stockholder meeting called to approve the initial business combination; or (ii) by means of a tender offer. The decision as to
whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely
in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions
and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and
any transactions where we issue more than 20% of our outstanding common stock or seek to amend our Certificate of Incorporation would
require stockholder approval. If we structure an initial business combination with a target company in a manner that requires stockholder
approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial business combination. We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required
by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as
we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

 Submission of our initial business combination to a stockholder
vote

 In the event that we seek stockholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights
described above upon completion of the initial business combination. If we seek stockholder approval, we will complete our initial business
combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination.
A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company
representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.

 If we seek stockholder approval of our initial business combination,
our Sponsor, directors, officers, their affiliates may privately negotiate to purchase public shares and Public Warrants from stockholders
who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for
a per share pro rata portion of the trust account. There is no limit on the number of public shares or Public Warrants our Sponsor, directors,
officers or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq
rules. Any such privately negotiated purchases may be effected at purchase prices that are no higher than the per share pro rata portion
of the trust account. However, our Sponsor, directors, officers and their respective affiliates have not consummated any such purchases
or acquisitions, have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or
conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or Public Warrants
in such transactions. Our sponsor, directors, officers and any of their respective affiliates will not make any such purchases when they
are in possession of any material non-public information not disclosed to the seller of such public shares or Public Warrants or during
a restricted period under Regulation M under the Securities Exchange Act of 1934, as amended. Such a purchase could include a contractual
acknowledgement that such stockholder, although still the record holder of such public shares, is no longer the beneficial owner thereof
and therefore agrees not to exercise its redemption rights. Any public shares purchased by our Sponsor or its affiliates following public
announcement of a proposed initial business combination would not be voted in favor of approving the initial business combination. In
the event that our Sponsor, directors, officers or any of their respective affiliates purchase public shares in privately negotiated transactions
from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to
revoke their prior elections to redeem their shares. In addition, our Sponsor and its affiliates would waive any redemption rights with
respect to any public shares that they purchase in any such privately negotiated transactions.

 The purpose of any such purchases of public shares could be to increase
the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition for the initial business
combination, where it appears that such requirement would otherwise not be met. Any such purchases of our public shares may result in
the completion of the initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant
to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

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

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

 Redemption of Public Shares and Liquidation if no Initial
Business Combination

 Pursuant to the terms of our Certificate of Incorporation, we were
initially granted 12 months to complete an initial business combination with a target company, with the option, but not the obligation,
to extend the period of time to consummate a business combination up to two times by an additional three-month period each time (for a
total of up to 18 months to complete a business combination). On March 19, 2024, we issued a non-convertible unsecured promissory note
(the "Extension Note") in the principal amount of $542,100 to our Sponsor. Our Sponsor deposited the funds into the trust
account in connection with the first extension. The Extension Note was issued in connection with the decision by our board of directors
to exercise the first extension option in accordance with our second amended and restated certificate of incorporation (the "Certificate
of Incorporation") and to extend the date by which we must consummate a business combination transaction from March 22, 2024 to
June 22, 2024 (i.e., for a period of time ending 15 months after the consummation of the initial public offering). The Extension Note
bears no interest and is repayable in full upon the consummation of an initial business combination. If we do not consummate a business
combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to the extent
that we have funds available to us outside of the trust account.

 On June 18, 2024, the Company
held a special meeting of stockholders, at which the Company's stockholders approved (i) an amendment to the Company's second
amended and restated certificate of incorporation (the "Extension Amendment") and (ii) an amendment (the "Trust Amendment")
to the Investment Management Trust Agreement, dated March 16, 2023, by and between the Company and Continental Stock Transfer & Trust
Company effective as of June 18, 2024 to allow the Company to extend the business combination period for up to an additional
twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the "Extension") by depositing into the
trust account, for each one-month extension, $75,000 (the "Extension Payment"). In connection with the stockholders'
vote at the special meeting, an aggregate of 2,752,307 shares of the Company's Class A common stock were tendered for redemption.
For each Extension Payment, our Sponsor will deposit the applicable Extension Payment amount into the Trust Account and we will issue
an unsecured promissory note (each an "Extension Note") in the principal amount of the Extension Payment to our Sponsor. Each
Extension Note will bear no interest and will be repayable in full upon the consummation of an initial business combination. If we do
not consummate an initial business combination, then any Extension Notes will not be repaid and all amounts owed under the Extension Notes
will be forgiven except to the extent that we have funds available to us outside of the Trust Account.

 As of the date of this Annual
Report, ten Extension Payments have been made and an aggregate of $750,000 have been deposited into the Trust Account. We now have until
Aprill 22, 2025 to compete our initial business combination.

 If we are unable to complete our initial business combination within
such specified 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to our 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 warrants, which will expire worthless if we fail
to complete our initial business combination with the requisite time period.

 Competition

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

 Employees

 We currently have three executive officers. These individuals are not
obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they deem necessary
to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary
based on the stage of the initial business combination process we are in. We do not intend to have any full-time employees prior to the
completion of our initial business combination. We do not have an employment agreement with any member of our management team.

 Facilities

 Our executive offices are located at 4546 El Camino Real B10 #715,
Los Altos, CA 94022, and our telephone number is (650) 720-5626. Our executive offices are provided to us by an affiliate of our Sponsor.
Following the consummation of our Initial Public Offering, we agreed to pay an affiliate of our Sponsor a total of $10,000 per month for
secretarial and administrative support up until the completion of our initial business combination or liquidation. We consider our current
office space adequate for our current operations.

 Periodic Reporting and Financial Information

 We are required to file Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The
SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that
file electronically with the SEC. The SEC's Internet website is located at www.sec.gov. In addition, we will provide copies of these
documents without charge upon request from us in writing at 4546 El Camino Real B10 #715, Los Altos, California 94022 or by telephone
at (650) 720-5626. Our internet address is  We include our web site address in this Annual Report only as
an inactive textual reference. Information contained in our website does not constitute a part of this report or our other filings with
the SEC.

 Item 1A. RISK FACTORS

 SUMMARY RISK FACTORS

 We are a newly formed company that has conducted no operations and
has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating
revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management
team, but also the special risks we face as a blank check company. You should carefully consider these and the other risks set forth below.
Such risks include, but are not limited to:

 we are a newly formed company with no operating history and no revenues;

 our ability to continue as a "going concern";

 we may not be able to complete our initial business combination within the prescribed time frame;

 you will not have any rights or interests in funds from the trust account, except under certain limited circumstances;

 our ability to extend the time period within which to complete our initial business combination to June 22, 2025 without first seeking
stockholder approval;

 our stockholders may be held liable for claims by third parties against us;

 if third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by stockholders may be less than $11.25 per share;

 subsequent to completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring
and impairment or other charges;

 conflicts of interest of our Sponsor, officers and directors;

 we may have a limited ability to assess the management of a prospective target business;

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

 the absence of a redemption threshold may make it possible for us to complete a business combination with which a substantial majority
of our stockholders do not agree;

 we may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you;

 we may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the
holders of at least a majority of the then outstanding Public Warrants;

 our competitors have advantages over us in seeking business combinations;

 we may be unable to obtain additional financing;

 our warrants may have an adverse effect on the market price of our common stock;

 we may issue additional equity and/or debt securities to complete our initial business combination;

 our Sponsor controls a substantial interest in us;

 Risks Associated with Acquiring and Operating a Target Business
with its Primary Operation in the People's Republic of China

 We may also be subject to additional risks if we enter into a business
combination a target business based in or primarily operating in the People's Republic of China (the "PRC"), including,
but not limited to, the following:

 The Chinese government may seek to exercise significant oversight and discretion over the conduct of our business and may intervene
in or influence our search for a target company or completion of our initial business combination at any time, which could result in a
material change in our operations and/or the value of our securities;

 Stockholders may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in
the PRC against us or our management based on laws of jurisdictions other than the PRC;

 We will not conduct an initial business combination with any target company that conducts operations through a variable interest entity
("VIE"), which may limit the pool of acquisition candidates we may acquire in the PRC and make it more difficult and costly
for us to consummate a business combination with a target business operating in the PRC;

 The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the "M&A Rules") and certain
other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make
it more difficult for us to pursue a business combination with a PRC-based business;

 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 profitably in the PRC;

 The PRC's economic, political and social conditions, as well as sudden or unexpected changes in any government policies, laws
and regulations, could have a material adverse effect on our business or business combination. Specifically, the PRC government may intervene
or influence our search for a target company for an initial business combination at any time, which could result in a material change
in our operations and/or the value of the securities we are registering for sale;

 In the event we successfully consummate a business combination with a target business with primary operations in the PRC, we will
be subject to restrictions on dividend payments following the consummation of our initial business combination;

 PRC governmental control of currency conversion may limit the ability of our operating companies in the PRC to utilize their revenues
effectively and may affect the value of your investment.

 The PRC government may exert substantial interventions and influences on our combined company's operations at any time. Any
new policies, regulations, rules, actions or laws by the PRC government may subject our combined company to material changes in operations,
may cause the value of our securities to significantly decline or be worthless, and may completely hinder our ability to offer or continue
securities to investors.

 The China Securities Regulatory Commission (the "CSRC") and other Chinese government agencies may exert more oversight
and control over offerings that are conducted overseas and foreign investment in PRC-based issuers. It is possible that we may need to
obtain approvals or permissions from the CSRC or another PRC regulatory body if we undertake a business combination with a PRC-based entity.
As a result, 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, or even 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.

 Risks Relating to our Search for, and Consummation of or
Inability to Consummate, a Business Combination

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

 At December 31, 2024, we had cash of $28,407 and a working capital
deficit of $3,334,790, which excludes current liabilities associated with franchise and income taxes. Further, we have incurred and expect
to continue to incur significant costs in pursuit of our acquisition plans. Management's plans to address this need for capital
are discussed in the section of this Annual Report titled "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. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements
contained elsewhere in this Annual Report do not include any adjustments that might result from our inability to consummate an initial
business combination or our inability to continue as a going concern.

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

 We may choose not to hold a stockholder vote to approve our initial
business combination unless the initial business combination would require stockholder approval under applicable law or stock exchange
listing requirements or if we decide to hold a stockholder vote for business or other legal reasons. Except as required by applicable
law or stock exchange listing requirements, the decision as to whether we will seek stockholder approval of a proposed initial business
combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and
will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise
require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of
our public shares do not approve of the initial business combination we complete.

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

 Pursuant to the letter agreement, our Initial Stockholders have agreed
to vote any Founder Shares held by them, as well as any public shares purchased after the Initial Public Offering (including in open market
and privately negotiated transactions), in favor of our initial business combination, subject to certain restrictions. As a result, in
addition to our Founder Shares, we would need only 683,827, or 25.1% of the 2,722,903 Class A Common Stock (including public shares sold
in the Initial Public Offering and the Representative Shares) to be voted in favor of a transaction in order to have our initial business
combination approved assuming all outstanding shares are voted; and we would not need any of the Class A Common Stock to be voted in favor
of a transaction in order to have our initial business combination approved assuming only the minimum number of shares representing a
quorum are voted. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders
to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval
for such initial business combination.

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

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

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

 We may seek to enter into an initial business combination agreement
with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many
public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not
be able to proceed with the initial business combination. Furthermore, we will only redeem our public shares so long as (after such redemption)
our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters' fees and commissions (so that we are not subject to the SEC's "penny stock"
rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business
combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than
$5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters'
fees and commissions or such greater amount necessary to satisfy a closing condition, each as described above, we would not proceed with
such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets
will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.

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

 At the time we enter into an agreement for our initial business combination,
we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based
on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires
us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In
addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction
to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing
may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would
increase to the extent that the anti-dilution provision of the Class B common stock result in the issuance of Class A shares on a greater
than one-to-one basis upon conversion of the Class B common stock at the time of our business combination. The above considerations may
limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of
the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection
with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights
will not be reduced by the deferred underwriting commissions and after such redemptions, the per-share value of shares held by non-redeeming
stockholders will reflect our obligation to pay the deferred underwriting commissions.

 We may issue our shares to investors in connection with our initial
business combination at a price that is less than the prevailing market price of our shares at that time.

 In connection with our initial business combination, we may issue shares
to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or which approximates the
per-share amounts in our trust account at such time. The purpose of such issuances will be to enable us to provide sufficient liquidity
to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than
the market price for our shares at such time.

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

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

 In the event that we decide to further extent the period of time
to consummate an initial business combination for up to additional two (2) times for one (1) month each time to June 22, 2025, investors
will have no voting rights and no redemption rights in connection with such extensions.

 On March 19, 2024, we issued a non-convertible unsecured promissory
note (the "Extension Note") in the principal amount of $542,100 to our Sponsor. Our Sponsor deposited the funds into the trust
account in connection with the first extension. The Extension Note was issued in connection with the decision by our board of directors
to exercise the first extension option in accordance with our second amended and restated certificate of incorporation (the "Certificate
of Incorporation") and to extend the date by which we must consummate a business combination transaction from March 22, 2024 to
June 22, 2024 (i.e., for a period of time ending 15 months after the consummation of the initial public offering). The Extension Note
bears no interest and is repayable in full upon the consummation of an initial business combination. If we do not consummate a business
combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to the extent
that we have funds available to us outside of the trust account.

 On June 18, 2024, the Company
held a special meeting of stockholders, at which the Company's stockholders approved (i) an amendment to the Company's second
amended and restated certificate of incorporation (the "Extension Amendment") and (ii) an amendment (the "Trust Amendment")
to the Investment Management Trust Agreement, dated March 16, 2023, by and between the Company and Continental Stock Transfer & Trust
Company effective as of June 18, 2024 to allow the Company to extend the business combination period for up to an additional
twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the "Extension") by depositing into the
trust account, for each one-month extension, $75,000 (the "Extension Payment"). In connection with the stockholders'
vote at the special meeting, an aggregate of 2,752,307 shares of the Company's Class A common stock were tendered for redemption.
For each Extension Payment, our Sponsor will deposit the applicable Extension Payment amount into the Trust Account and we will issue
an unsecured promissory note (each an "Extension Note") in the principal amount of the Extension Payment to our Sponsor. Each
Extension Note will bear no interest and will be repayable in full upon the consummation of an initial business combination. If we do
not consummate an initial business combination, then any Extension Notes will not be repaid and all amounts owed under the Extension Notes
will be forgiven except to the extent that we have funds available to us outside of the Trust Account.

 As of the date of this Annual
Report, eleven Extension Payments have been made and an aggregate of $825,000 have been deposited into the Trust Account. We now have until
May 22, 2025 to compete our initial business combination.

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

 Any potential target business with which we enter into negotiations
concerning an initial business combination will be aware that we must complete our initial business combination by Aprill 22, 2025 (or
June 22, 2025 if we fully extend the period of time to consummate a business combination). Consequently, such target business may obtain
leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with
that particular target business, we may be unable to complete our initial business combination with any target business. This risk will
increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter
into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

 We may not be able to complete our initial business combination
within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, in which case our public stockholders may only receive $10.40 per share, or less than such amount in
certain circumstances, and our warrants will expire worthless.

 We must complete our initial business combination by Aprill 22, 2025
(or June 22, 2025 if we fully extend the period of time to consummate a business combination). We may not be able to find a suitable target
business and complete our initial business combination within such time period. Our ability to complete our initial business combination
may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

 If we have not completed our initial business combination within such
time 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 us to
pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. In such case, our public stockholders may only receive $11.25 per share, and our warrants will expire worthless. In certain circumstances,
our public stockholders may receive less than $11.25 per share on the redemption of their shares. See "— If third parties bring
claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders
may be less than $11.25 per share" and other risk factors herein.

 If we seek stockholder approval of our initial business combination,
our Sponsor, directors, officers and their affiliates may elect to purchase shares or warrants from public stockholders, which may influence
a vote on a proposed initial business combination and reduce the public "float" of our Class A common stock.

 If we seek stockholder approval of our initial business combination,
our Sponsor, directors, officers, their affiliates may purchase public shares and Public Warrants in privately negotiated transactions
or in the open market either prior to or following the completion of the business combination, although they are under no obligation to
do so. There is no limit on the number of public shares or Public Warrants our Sponsor, directors, officers or any of their respective
affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Any such privately negotiated
purchases may be effected at purchase prices that are no higher than the per share pro rata portion of the trust account. However, our
Sponsor, directors, officers and their respective affiliates have not consummated any such purchases or acquisitions, have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds in the trust account will be used to purchase public shares or Public Warrants in such transactions. None of our Sponsor,
directors, officers, or any of their respective affiliates will make any such purchases when they are in possession of any material non-public
information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act.
Such a purchase could include a contractual acknowledgement that such stockholder, although still the record holder of such public shares,
is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Any public shares purchased by our
Sponsor or its affiliates following public announcement of a proposed initial business combination would not be voted in favor of approving
the initial business combination. In the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase
public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights,
such selling stockholders would be required to revoke their prior elections to redeem their shares. In addition, our Sponsor and its affiliates
would waive any redemption rights with respect to any public shares that they purchase in any such privately negotiated transactions.

 The purpose of any such purchases of public shares could be to increase
the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition for the initial business
combination, where it appears that such requirement would otherwise not be met. Any such purchases of our public shares may result in
the completion of the business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to
Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements. In addition, to
the extent that our Sponsor or its affiliates purchase any public shares as contemplated above, we will file a Current Report on Form
8-K prior to the special meeting that will disclose:

 the amount of such public shares purchased by our Sponsor or its affiliates, along with the purchase price;

 the purpose of the purchases by our Sponsor or its affiliates;

 the impact, if any, of the purchases by our Sponsor or its affiliates on the likelihood that the initial business combination will
be approved;

 the identities of our security holders who sold to our Sponsor or its affiliates (if not purchased on the open market) or the nature
of our security holders (e.g., 5% security holders) who sold to our Sponsor or its affiliates; and the number of public shares for which
we have received redemption requests in connection with the business combination.

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

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

 We will comply with the tender offer rules or proxy rules, as applicable,
when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder
fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem
its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares
in connection with our initial business combination will describe the various procedures that must be complied with in order to validly
tender or redeem public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether
they are record holders or hold their shares in "street name," to either deliver their stock certificates to our transfer
agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on
the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the
transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not
be redeemed.

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

 Since the net proceeds of our Initial Public Offering and the sale
of the Private Placement Warrants are intended to be used to complete an initial business combination with a target business that has
not been identified, we may be deemed to be a "blank check" company under U.S. securities laws. However, because we have net
tangible assets in excess of $5,000,000 and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating
this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,
investors are not afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable
and we have a longer period of time to complete our business combination than do companies subject to Rule 419. Moreover, if our Initial
Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account
to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

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

 If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our 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 Exchange Act), will be restricted from
seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering without our
prior consent (the "Excess Shares.") However, we would not be restricting our stockholders' ability to vote all of their
shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce
your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in
us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to
the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding
15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

 Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable
to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust
account available on liquidation, or less than such amount in certain circumstances, and our warrants will expire worthless.

 We expect to encounter intense competition from other entities having
a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check
companies and other entities competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established
and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing
services to various industries. Many of these competitors possess greater technical, human and other resources or more industry knowledge
than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe
there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of
the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will
be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition
of certain target businesses. Furthermore, because we are obligated to pay cash for the shares of Class A common stock which our public
stockholders redeem in connection with our initial business combination, target companies will be aware that this may reduce the resources
available to us for our initial business combination. This may place us at a competitive disadvantage in successfully negotiating and
completing an initial business combination. If we are unable to complete our initial business combination, our public stockholders may
receive only their pro rata portion of the funds in the trust account available on the liquidation of our trust account and our warrants
will expire worthless.

 If the net proceeds of our Initial Public Offering and the sale
of the Private Placement Warrants not being held in the trust account are insufficient to allow us to operate through May 22, 2025 (or
June 22, 2025 if we fully extend the period of time to consummate a business combination), we may be unable to complete our initial business
combination, in which case our public stockholders may receive only their pro rata portion of the funds in the trust account available
on redemption, or less than such amount in certain circumstances, and our warrants will expire worthless.

 At the closing of the Initial Public Offering and the Private Placement,
we originally had $974,028 available to us outside the trust account. As of December 31, 2024, we had $28,407 in cash and we have had
to borrow an aggregate of $2,195,100 from our Sponsor in order to continue funding working capital requirements and our search for a target
business. If we are required to seek even more additional capital, we would need to borrow funds from our Sponsor, members of our management
team or an affiliate thereof or other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of our management
team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid
only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to
$2,000,000 of such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation
of our initial business combination. Prior to the completion of our initial business combination, we do not expect to seek loans from
parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and
provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain these loans, we may
be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not
have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public
stockholders may receive only their pro rata portion of the funds in the trust account available on redemption, or less than such amount
in certain circumstances, and our warrants will expire worthless.

 If third parties bring claims against us, the proceeds held in the
trust account could be reduced and the per-share redemption amount received by stockholders may be less than $11.25 per share.

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

 Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business
combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination,
we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years
following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $11.25 per share
currently held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which was filed as
an exhibit to the registration statement in connection with our Initial Public Offering, our Sponsor agreed that it will be liable to
us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with
which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce
the amount of funds in the trust account to below the lesser of: (i) $11.25 per public share; and (ii) the actual amount per public share
held in the trust account as of the date of the liquidation of the trust account, if less than $11.25 per share due to reductions in the
value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have
we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor's
only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.

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

 In the event that the proceeds in the trust account are reduced below
the lesser of: (i) $11.25 per share; and (ii) the actual amount per share held in the trust account as of the date of the liquidation of
the trust account if less than $11.25 per share due to reductions in the value of the trust assets, in each case net of the interest which
may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification
obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor
to enforce its indemnification obligations.

 While we currently expect that our independent directors would take
legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance 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. If our independent directors choose not to enforce these indemnification
obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $11.25 per
share.

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

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

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

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

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

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

 If we are unable to complete an initial business combination prior
to May 22, 2025 (or prior to June 22, 2025, if we fully extend the period of time to consummate a business combination), our public
stockholders may be forced to wait beyond such time frame before redemption from our trust account.

 If we are unable to complete an initial business combination prior
to May 22, 2025 (or prior to June 22, 2025, if we fully extend the period of time to consummate a business combination) we will distribute
the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses
and which interest shall be net of taxes payable), pro rata to our public stockholders by way of redemption and cease all operations except
for the purposes of winding up of our affairs, as further described herein. Any redemption of public stockholders from the trust account
shall be effected automatically by function of our Certificate of Incorporation prior to any voluntary winding up. If we are required
to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation
process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL. In that case, investors
may be forced to wait beyond May 22, (or June 22, 2025, if we fully extend the period of time to consummate a business combination),
before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of
the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation
unless, prior thereto, we consummate our initial business combination or amend certain provisions of our Certificate of Incorporation
and then only in cases where investors have properly sought to redeem their shares of Class A common stock. Only upon our redemption or
any liquidation will public stockholders be entitled to distributions if we are unable to complete our initial business combination and
do not amend certain provisions of our Certificate of Incorporation prior thereto.

 The price at which we issue any shares in connection with a business
combination may be lower than the price you paid for the units in the Initial Public Offering or at a price lower than the trading price
of our Class A common stock, irrespective of any increased stock price based on market responses to special purpose acquisition companies
in general.

 Our Class A common stock may trade at an increased price to our offering
price prior to any proposed business combination due to heightened awareness of special purpose acquisition companies. Even prior to the
announcement of any proposed transaction, we have observed shares of other such companies trade in anticipation of what the market believes
is a pending transaction. The price at which we issue any shares may be lower than the price you paid for the units in the Initial Public
Offering or at a price lower than the trading price of our Class A common stock at the time we commit to such issuance or at the closing
of the business combination.

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

 If we are deemed to be an investment company under the Investment Company
Act, our activities may be restricted, including:

 restrictions on the nature of our investments; and

 restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

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

 registration as an investment company with the SEC;

 adoption of a specific form of corporate structure; and

 reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject
to.

 In order not to be regulated as an investment company under the Investment
Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing,
reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading "investment
securities" constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated
basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business
or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan
to buy unrelated businesses or assets or to be a passive investor.

 We do not believe that our anticipated principal activities will subject
us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.
By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses
for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to
avoid being deemed an "investment company" within the meaning of the Investment Company Act. The trust account is intended
as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption
of any public shares properly submitted in connection with a stockholder vote to amend our Certificate of Incorporation (A) to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of
our public shares if we do not complete our initial business combination by May 22, 2025 (or prior to June 22, 2025, if we fully extend
the period of time to consummate a business combination), or (B) with respect to any other provision relating to stockholders' rights
or pre-initial business combination activity; or (iii) absent an initial business combination by May 22, 2025, or if fully extend the
period of time to consummate a business combination, by June 22, 2025, our return of the funds held in the trust account to our public
stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to
be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional
regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial
business combination or may result in our liquidation. If we are unable to complete our initial business combination, our public stockholders
may receive only approximately $11.25 per share on the liquidation of our trust account and our warrants will expire worthless.

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

 We are subject to laws and regulations enacted by national, regional
and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring
of, applicable laws and regulations may be difficult, time consuming and costly.

 Those laws and regulations and their interpretation and application
may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations.
In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination and results of operations.

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

 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 our trust account
distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination
within the allotted time period may be considered a liquidating distribution under Delaware law. If a 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. However, it is our intention to redeem our public shares as soon as reasonably possible following May
22, 2025 (or June 22, 2025, if we fully extend the period of time to consummate a business combination) in the event we do not complete
our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

 Because we will not be complying with Section 280, Section 281(b) of
the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending
claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank
check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to
acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
If our plan of distribution complies with Section 281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution. We cannot assure you that we will
properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims
to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary
of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of
our public shares in the event we do not complete our initial business combination by May 22, 2025 (or June 22, 2025, if we fully extend
the period of time to consummate a business combination), is not considered a liquidating distribution under Delaware law and such redemption
distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances
that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be
six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

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

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

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

 We will seek to complete an initial business combination with companies
in the IoT industry or adjacent industry but may also pursue other business combination opportunities, except that we will not, under
our Certificate of Incorporation, be permitted to effectuate our initial business combination with another blank check company or similar
company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business
combination, there is no basis to evaluate the possible merits or risks of any particular target business's operations, results
of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we
may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially
unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business
and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate
the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant
risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control
and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot
assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity
were available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders following our initial
business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of
a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that
the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.

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

 Although we intend to focus on identifying IoT companies, we will consider
an initial business combination outside of our management's area of expertise if an initial business combination candidate is presented
to us and we determine that such candidate offers an attractive business combination opportunity for us or we are unable to identify a
suitable candidate in this sector after having expanded a reasonable amount of time and effort in an attempt to do so. Although our management
will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately
ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately
prove to be less favorable to investors than a direct investment, if an opportunity were available, in an initial business combination
candidate. In the event we elect to pursue a business combination outside of the areas of our management's expertise, our management's
expertise may not be directly applicable to its evaluation or operation, and the information contained herein regarding the areas of our
management's expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management
may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain
stockholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely
to have a remedy for such reduction in value.

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

 Mr. Alvin Wang, a PRC national and a member of our Board of Directors,
holds 83% of the outstanding membership interests in our Sponsor and therefore has direct influence over our Sponsor. Following completion
of our Initial Public Officer, our Sponsor currently owns approximately 19.1% of our outstanding shares. Certain federally-licensed businesses
in the U.S. are subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized
to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of
such transactions on the national security of the United States. Because we may be considered a "foreign person" under such
rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect
national security could be subject to such foreign ownership restrictions and/or CFIUS review.

 The scope of CFIUS was expanded by the Foreign Investment Risk Review
Modernization Act of 2018 ("FIRRMA") to include certain non-passive, non-controlling investments in sensitive U.S. businesses
and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA and subsequent implementing regulations that are
now in force also subject certain categories of investments to mandatory filings. If our potential initial business combination with a
U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such
business.

 CFIUS has jurisdiction to review transactions that could result in
control of a U.S. business directly or indirectly by a foreign person, certain non-controlling investments that afford the foreign investor
non-passive rights in a "TID U.S. business" (defined as a U.S. business that (1) produces, designs, tests, manufactures, fabricates,
or develops one or more critical technologies; (2) owns or operates certain critical infrastructure; or (3) collects or maintains directly
or indirectly sensitive personal data of U.S. citizens), and certain acquisitions, leases, and concessions involving real estate even
with no underlying U.S. business. Certain categories of acquisitions of and investments in a U.S. business also may be subject to a mandatory
notification requirement.

 If any future initial business combination with a U.S. target company
falls within the scope of CFIUS review, CFIUS could decide to block or delay the business combination, impose conditions with respect
to the business combination or request the President of the United States to order us to divest all or a portion of any U.S. target business
of the business combination that we acquired without first obtaining CFIUS approval. The foreign ownership limitations, and the potential
impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination
opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with
which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other
special purpose acquisition companies which do not have similar foreign ownership issues.

 Moreover, the process and time required for CFIUS to conduct its review
and any remedy imposed by CFIUS could be lengthy and may prevent us from completing our initial business combination within the requisite
time period. Following our determination to exercise the first extension option, we must complete our initial business combination by
May 22, 2025 (or June 22, 2025, if we fully extend the period of time to consummate a business combination). Consequently, since we
only have a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite
time period may require us to liquidate. If we have not completed our initial business combination within such time 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 us to pay our taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders
may only receive $10.40 per share and our warrants will expire worthless. Furthermore, our stockholders would miss the opportunity to
benefit from an investment in a target company and the appreciation in value of such investment. Additionally, in the event of liquidation,
our warrants will expire worthless.

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

 Although we have identified general criteria and guidelines for evaluating
prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not
have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of
these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria
and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and
guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing
condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder
approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for
business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if
the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination,
our public stockholders may receive only approximately $11.25 per share on the liquidation of our trust account and our warrants will expire
worthless. In certain circumstances, our public stockholders may receive less than $11.25 per share on the redemption of their shares.

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

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

 We are not required to obtain a fairness opinion and consequently,
you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial
point of view.

 Unless we complete our initial business combination with an affiliated
entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to
obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that
the price we are paying is fair to our company from a financial point of view. 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 proxy materials or tender offer documents, as applicable, related to our initial
business combination.

 We may issue additional common stock or preferred stock to complete
our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also
issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of
our initial business combination as a result of the anti-dilution provisions contained in our Certificate of Incorporation. Any such issuances
would dilute the interest of our stockholders and likely present other risks.

 We may issue a substantial number of additional shares of common or
preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business
combination (although our Certificate of Incorporation provides that we may not issue securities that can vote with common stockholders
on matters related to our pre-initial business combination activity). The price at which we issue any shares may be lower than the price
you paid for the units in the Initial Public Offering or at a price lower than the trading price of our Class A common stock at the time
we commit to such issuance or at the closing of the business combination. We may also issue shares of Class A common stock upon conversion
of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution
provisions contained in our Certificate of Incorporation. However, our Certificate of Incorporation provides, among other things, that
prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to: (i) receive funds from the trust account; or (ii) vote on any initial business combination. These provisions of our Certificate of
Incorporation, like all provisions of our Certificate of Incorporation, may be amended with the approval of our stockholders. However,
our executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose
any amendment to our Certificate of Incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior
to May 22, 2025 (or prior to June 22, 2025, if we fully extend the period of time to consummate a business combination) or (B) with
respect to any other provision relating to stockholders' rights or pre-initial business combination activity, unless we provide
our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be
net of taxes payable), divided by the number of then outstanding public shares.

 The issuance of additional shares of common or preferred stock:

 may significantly dilute the equity interest of investors;

 may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common
stock;

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

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

 Resources could be wasted in researching business combinations that
are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If
we are unable to complete our initial business combination, our public stockholders may receive only approximately $11.25 per share, or less
than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

 We anticipate that the investigation of each specific target business
and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a
specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to
complete our initial business combination, our public stockholders may receive only approximately $11.25 per share on the liquidation of
our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $11.25
per share on the redemption of their shares.

 As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business

 In recent years, the number of special purpose acquisition companies
that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered
into an initial business combination, and there are still many special purpose acquisition companies seeking to enter into an initial
business combination. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.

 In addition, because there are more special purpose acquisition companies
seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals
or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become
scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional
capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or
otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to
consummate an initial business combination on terms favorable to our investors or at all.

 We may be subject to the Excise Tax included in the Inflation Reduction
Act of 2022 in the event of a liquidation or in connection with redemptions of our common stock.

 On August 16, 2022, President Biden signed into law the Inflation Reduction
Act of 2022 (H.R. 5376) (the "IRA"), which, among other things, imposes a 1% excise tax on any 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 are traded on the Nasdaq, we believe we are a
"covered corporation" within the meaning of the IRA. While not free from doubt, absent any further guidance from Congress,
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 and any amendment to our Certificate of Incorporation to extend the time to consummate an initial business combination,
unless an exemption is available or the fair market value of stock repurchased or redeemed is offset by other equity issuances occurring
within the same taxable year of such redemptions. Consequently, the value of your investment in our securities may be affected as a result
of the Excise Tax. Further, the application of the Excise Tax in the event of a liquidation is uncertain absent further guidance. Issuances
of securities in connection with our initial business combination transaction (including any PIPE transaction at the time of our initial
business combination) are 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. Consequently, the Excise Tax may make a transaction
with us less appealing to potential business combination targets. Further, the application of the Excise Tax in the event of a liquidation
is uncertain. Except for franchise taxes and income taxes, the proceeds placed in the trust account and the interest earned thereon shall
not be used to pay for possible excise tax or any other fees or taxes that may be levied on us pursuant to any current, pending or future
rules or laws, including without limitation any excise tax due under the IRA on any redemptions or stock buybacks by us.

 Changes in the market for directors' and officers' liability
insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

 In recent months, the market for directors' and officers'
liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. The premiums
charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may
continue into the future.

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

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

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

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

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

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

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

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

 our inability to pay dividends on our common stock;

 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 disadvantages compared to our competitors who have less debt.

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

 If we determine to simultaneously acquire several businesses that are
owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous
closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business
combination. We do not, however, intend to purchase multiple businesses in unrelated industries in conjunction with our initial business
combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect
to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.
If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

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

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

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

 Our Certificate of Incorporation does not provide a specified maximum
redemption threshold, except we will only redeem our public shares so long as (after such redemption) our net tangible assets will be
at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters'
fees and commissions (such that we are not subject to the SEC's "penny stock" rules) or any greater net tangible asset
or cash requirement which may be contained in the agreement relating to our initial business combination. As a result, we may be able
to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction
and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements
to sell their shares to our Sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration
we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available
to us, we will not complete the initial business combination or redeem any shares, all shares of Class A common stock submitted for redemption
will be returned to the holders thereof, and we instead may search for an alternate business combination.

 In order to effectuate an initial business combination, blank check
companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant
agreements. We cannot assure you that we will not seek to amend our Certificate of Incorporation or governing instruments in a manner
that will make it easier for us to complete our initial business combination that our stockholders may not support.

 In order to effectuate an initial business combination, blank check
companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant
agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and
extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements
to require the warrants to be exchanged for cash and/or other securities. Amending our Certificate of Incorporation requires the approval
of holders of at least 65% of our common stock, and amending our warrant agreement will require a vote of holders of at least a majority
of the Public Warrants (which may include Public Warrants acquired by our Sponsor or its affiliates in the open market). In addition,
our Certificate of Incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for
cash if we propose an amendment to our Certificate of Incorporation (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination by May 22, 2025 (or June 22, 2025, if we fully extend the period of time to consummate a business combination) or (B) with
respect to any other provision relating to stockholders' rights or pre-initial business combination activity.

 To the extent any such amendments would be deemed to fundamentally
change the nature of any securities offered through this registration statement, we would register, or seek an exemption from registration
for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time
to consummate an initial business combination in order to effectuate our initial business combination.

 The provisions of our Certificate of Incorporation that relate to
our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account),
including an amendment to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon
any redemption or liquidation is substantially reduced or eliminated, may be amended with the approval of holders of at least 65% of our
common stock. It may be easier for us, therefore, to amend our Certificate of Incorporation and the trust agreement to facilitate the
completion of an initial business combination that some of our stockholders may not support.

 Our Certificate of Incorporation provides that any of its provisions
related to pre-initial business combination activity (including the requirement to deposit proceeds of the Initial Public Offering and
the sale of the Private Placement Warrants into the trust account and not release such amounts except in specified circumstances, and
to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds from the trust account
such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be
amended if approved by holders of at least 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust
agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock
entitled to vote thereon. In all other instances, our Certificate of Incorporation may be amended by holders of a majority of our outstanding
common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue
additional securities that can vote on amendments to our Certificate of Incorporation. Our initial stockholders, who collectively beneficially
own approximately 33.2% of our common stock, may participate in any vote to amend our Certificate of Incorporation and/or trust agreement
and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Certificate
of Incorporation which govern our pre-initial business combination behavior more easily than some other blank check companies, and this
may increase our ability to complete an initial business combination with which you do not agree. Our stockholders may pursue remedies
against us for any breach of our Certificate of Incorporation.

 Our Initial Stockholders have agreed, pursuant to a written agreement
with us, that they will not propose any amendment to our Certificate of Incorporation (i) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination by May 22, 2025 (or June 22, 2025, if we fully extend the period of time to consummate a business combination)
or (ii) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity, unless
we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then
outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our Sponsor, officers and
directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the
ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements. As a result, in the event of
a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

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

 We may be required to seek additional financing to complete an initial
business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional
financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure
the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, the amount
of additional financing we may be required to obtain could increase as a result of future growth capital needs for any particular transaction,
the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number
of shares from stockholders who elect redemption in connection with our initial business combination and/or the terms of negotiated transactions
to purchase shares in connection with our initial business combination. If we are unable to complete our initial business combination,
our public stockholders may receive only approximately $11.25 per share plus any pro rata interest earned on the funds held in the trust
account and not previously released to us to pay our taxes on the liquidation of our trust account and our warrants will expire worthless.
In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to
fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect
on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide
any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination,
our public stockholders may only receive approximately $11.25 per share on the liquidation of our trust account, and our warrants will expire
worthless.

 Our initial stockholders may exert a substantial influence on actions
requiring a stockholder vote, potentially in a manner that you do not support.

 Our initial stockholders own shares representing approximately 33.2%
of our issued and outstanding shares of common stock (not including the shares of Class A common stock underlying the Private Placement
Warrants). Accordingly, as a result of their substantial ownership, our initial stockholders may exert a substantial influence on actions
requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our Certificate of Incorporation
and approval of major corporate transactions. If our initial stockholders purchase any additional shares of common stock in the aftermarket
or in privately negotiated transactions, this would increase their control. Factors that would be considered in making such additional
purchases would include consideration of the current trading price of our Class A common stock. In addition, holders of our Founder Shares
will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public
shares will not have the right to vote on the election of directors during such time; provided, however, that with respect to the election
of directors in connection with a meeting of the stockholders of the company in which a business combination is submitted to our stockholders
for approval, holders of the Class A common stock and holders of the Class B common stock, voting together as a single class, shall have
the exclusive right to vote for the election of directors. These provisions of our Certificate of Incorporation may only be amended if
approved by a majority of the Class B common stock then outstanding. We may not hold an annual meeting of stockholders to elect new directors
prior to the completion of our initial business combination, in which case all of the current directors will continue in office until
at least the completion of the initial business combination. Accordingly, our initial stockholders will continue to exert control at least
until the completion of our initial business combination.

 Our Sponsor paid an aggregate of $25,000 for the Founder Shares,
or approximately $0.011 per founder share. As a result, our Sponsor, its affiliates and our management team stand to make a substantial
profit even if an initial business combination subsequently declines in value or is unprofitable for our public stockholders, and may
have an incentive to recommend such an initial business combination to our stockholders.

 As a result of the low acquisition cost of our Founder Shares, our
Sponsor, its affiliates and our management team could make a substantial profit even if we select and consummate an initial business combination
with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders. Thus, such parties may
have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially
unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid
the full offering price for their Founder Shares, or if such a fee were not potentially payable.

 Unlike many other similarly structured special purpose acquisition
companies, our initial stockholders will receive additional shares of Class A common stock if we issue shares to consummate an initial
business combination.

 The Founder Shares will automatically convert into Class A common stock
at the time of our initial business combination, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional
shares of Class A common stock, or equity-linked securities convertible or exercisable for Class A common stock, are issued or deemed
issued in excess of the amounts offered in our Initial Public Offering and related to the closing of the initial business combination,
the ratio at which Founder Shares shall convert into Class A common stock will be adjusted so that the number of Class A common stock
issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 20% of the total
number of all outstanding shares of common stock upon completion of the initial business combination, excluding the Private Placement
Warrants and underlying Class A common stock, the Representative Shares, any shares or equity-linked securities issued, or to be issued,
to any seller in the business combination and any private placement-equivalent warrants and their underlying Class A common stock issued
to our Sponsor or its affiliates upon conversion of loans made to us. This is different from most other similarly structured special purpose
acquisition companies in which the initial stockholder will only be issued an aggregate of 20% of the total number of shares to be outstanding
prior to the initial business combination. Additionally, the aforementioned adjustment will not take into account any shares of Class
A common stock redeemed in connection with the business combination. Accordingly, the holders of the Founder Shares could receive additional
shares of Class A common stock even if the additional shares of Class A common stock, or equity-linked securities convertible or exercisable
for Class A common stock, are issued or deemed issued solely to replace those shares that were redeemed in connection with the business
combination. The foregoing may make it more difficult and expensive for us to consummate an initial business combination.

 Our warrants and Founder Shares may have an adverse effect on the
market price of our Class A common stock and make it more difficult to effectuate our initial business combination.

 Our initial stockholders currently own an aggregate of 1,355,250 Founder
Shares. The Founder Shares are convertible into shares of Class A Common Stock on a one-for-one basis, subject to adjustment as set forth
herein. In addition, if our Sponsor or its affiliates, or any of our officers or directors, makes any Working Capital Loans, up to $2,000,000
of such loans may be converted into Private Placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result
in the holders being issued 2,000,000 warrants if $2,000,000 of notes were so converted), at the option of the lender. Such warrants would
be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

 To the extent we issue shares of Class A Common Stock to effectuate
an initial business combination, the potential for the issuance of a substantial number of additional shares of Class A Common Stock upon
conversion of these rights or exercise of these warrants could make us a less attractive business combination vehicle to a target business.
Any such issuance will increase the number of issued and outstanding shares of our Class A Common Stock and reduce the value of the shares
of Class A Common Stock issued to complete the initial business combination. Therefore, our Warrants and Founder Shares may make it more
difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

 The Private Placement Warrants are identical to the warrants sold as
part of the Units in our Initial Public Offering except that, so long as they are held by our Sponsor or its permitted transferees, (i)
they will not be redeemable by us, (ii) they (including the Class A Common Stock issuable upon exercise of these warrants) may not, subject
to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial business
combination and (iii) they may be exercised by the holders on a cashless basis.

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

 Unlike most blank check companies, if: (i) we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at a Newly Issued Price of less than $9.20 per share; (ii) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date
of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then
the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

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

 The federal proxy rules require that a proxy statement with respect
to a vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or "GAAP",
or international financial reporting standards as issued by the International Accounting Standards Board, or "IFRS", depending
on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (the "PCAOB"). These financial statement requirements may limit the pool
of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to
disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time
frame.

 Risks Relating to our Search for, Consummation or, or Inability
to Consummate, a Business Combination and Post Business Combination Risks

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

 Even if we conduct extensive due diligence on a target business with
which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target
business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside
of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even
if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a
manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact
on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.
In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination.
Accordingly, any stockholders who choose to remain stockholders following the initial business combination could suffer a reduction in
the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or
if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as
applicable, relating to the initial business combination constituted an actionable material misstatement or omission.

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

 Our ability to successfully effect our initial business combination
is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be
ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following
our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we
intend to closely scrutinize any individuals we employ after our initial business combination, we cannot assure you that our assessment
of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated
by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition,
the officers and directors of an initial business combination candidate may resign upon completion of our initial business combination.
The departure of an initial business combination target's key personnel could negatively impact the operations and profitability
of our post-combination business. The role of an initial business combination candidate's key personnel upon the completion of our
initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an initial business combination
candidate's management team will remain associated with the initial business combination candidate following our initial business
combination, it is possible that members of the management of an initial business combination candidate will not wish to remain in place.
The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

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

 As of December 31, 2024, we had cash in the Trust Account of $30,124,557 assuming
no redemptions and before future payment of $1,897,350 of deferred underwriting fees, before any franchise and income taxes, and before
fees and expenses associated with our initial business combination. We may effectuate our initial business combination with a single target
business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our
initial business combination with more than one target business because of various factors, including the existence of complex accounting
issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the
financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business
combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.
Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike
other entities that may have the resources to complete several business combinations in different industries or different areas of a single
industry. In addition, we intend to focus our search for an initial business combination in a single industry. Accordingly, the prospects
for our success may be:

 solely dependent upon the performance of a single business, property or asset, or

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

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

 Our management may not be able to maintain control of a target business
after our initial business combination.

 We may structure an initial business combination so that the post-transaction
company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but
we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as
an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if
the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the initial business combination
may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and
us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares
of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest
in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately
prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In
addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger
share of the company's stock than we initially acquired. Accordingly, this may make it more likely that our management will not
be able to maintain our control of the target business. We cannot provide assurance that, upon loss of control of a target business, new
management will possess the skills, qualifications or abilities necessary to profitably operate such business.

 We may have a limited ability to assess the management of a prospective
target business and, as a result, may effect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders'
investment in us.

 When evaluating the desirability of effecting our initial business
combination with a prospective target business, our ability to assess the target business's management may be limited due to a lack
of time, resources or information. Our assessment of the capabilities of the target's management, therefore, may prove to be incorrect
and such management may lack the skills, qualifications or abilities we suspected. Should the target's management not possess the
skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business
may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the initial business combination
could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

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

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

 higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal
requirements of overseas markets;

 rules and regulations regarding currency redemption;

 complex corporate withholding taxes on individuals;

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

 tariffs and trade barriers;

 regulations related to customs and import/export matters;

 longer payment cycles and challenges in collecting accounts receivable;

 tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;

 currency fluctuations and exchange controls;

 rates of inflation;

 cultural and language differences;

 employment regulations;

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

 deterioration of political relations with the United States; and

 government appropriations of assets.

 We may not be able to adequately address these additional risks. If
we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

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

 Following our initial business combination, our founding team may resign
from their positions as officers or directors of the company and the management of the business combination partner will may assume the
roles of executive officers and directors of our company. Such officers and directors may not be familiar with U.S. securities laws. If
our new management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and
resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which
may adversely affect our operations.

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

 We may acquire a business located outside of the United States as part
of our initial business combination, the economic, political and social conditions, as well as government policies, of the country in
which our operations would be located following our initial business combination could affect our business. Economic growth could be uneven,
both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such
country's economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain
industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive
target business with which to consummate our initial business combination and if we effect our initial business combination, the ability
of that target business to become profitable.

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

 In connection with our initial business combination, we may relocate
the home jurisdiction of our business from the U.S. to another jurisdiction. If we determine to do this, the laws of such jurisdiction
may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction
may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under
any of our future agreements could result in a significant loss of business, business opportunities or capital.

 Risks Relating to Our Management Team

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

 Past performance by members of our management team
or their affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we
will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of our
management team's or their respective affiliates' performance as indicative of our future performance of an investment in
the company or the returns the company will, or is likely to, generate going forward.

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

 Our operations are dependent upon a relatively
small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued
service of our executive officers and directors, at least until we have completed our initial business combination. We do not have an
employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the
services of one or more of our directors or executive officers could have a detrimental effect on us.

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

 Our key personnel may be able to remain with the
Company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the initial business combination. Such negotiations would take place simultaneously with the negotiation of the initial
business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities
for services they would render to us after the completion of the initial business combination. The personal and financial interests of
such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such
individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision
as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel
will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will
remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us
will be made at the time of our initial business combination.

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

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

 Certain of our officers and directors are now, and all of them may
in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly,
may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

 Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and officers and directors are,
and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar
business, and members of our management team may become an officer or director of other special purpose acquisition companies with a class
of securities intended to be registered under the Exchange Act even before we have entered into a definitive agreement regarding our initial
business combination or we have liquidated the trust account.

 Our officers and directors also may become aware
of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or
contractual duties.

 Accordingly, they may have conflicts of interest
in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor
and a potential target business may be presented to another entity prior to its presentation to us. Our Certificate of Incorporation provides
that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered
to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually
permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer
that opportunity to us without violating another legal obligation.

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

 We have not adopted a policy that expressly prohibits
our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment
to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into an initial
business combination with a target business that is affiliated with our Sponsor, our directors or officers, although we do not intend
to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities
of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

 The representative may have a conflict of interest if they render
services to us in connection with our initial business combination.

 We may elect to engage EF Hutton (who was the representative
of the underwriters in the Initial Public Offering) to assist us in connection with our initial business combination. The representative
shares held by the representative and/or its designees will also be worthless if we do not consummate an initial business combination.
Therefore, if the representative provides services to us in connection with our initial business combination, these financial interests
may result in the representative having a conflict of interest when providing such services to us.

 We may engage in an initial business combination with one or more
target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders
which may raise potential conflicts of interest.

 In light of the involvement of our Sponsor, officers and directors
with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, officers or directors. Our officers
and directors also serve as officers and board members for other entities. Such entities may compete with us for business combination
opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial
business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning an initial
business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction
with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for an
initial business and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions, regarding the fairness
to our stockholders from a financial point of view of an initial business combination with one or more businesses affiliated with our
Sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the initial
business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

 Since our Initial Stockholders will lose their entire investment
in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination.

 In May 2022, our Sponsor paid $25,000, or approximately $0.011 per
share, to cover certain offering costs in consideration for 2,156,250 Founder Shares. On May 10, 2022, our Sponsor surrendered 287,500
Founder Shares, for no consideration, resulting in our Sponsor and directors continuing to hold 1,868,750 Founder Shares. On August 26,
2022, our Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla and Stephen Markscheid, each of which are members of the
Company's Board of Directors. The awards will vest simultaneously with the closing of an initial business combination, provided
the director has continuously served on the Company's Board of Directors through the closing of such initial business combination.
Concurrent with the consummation of the Initial Public Offering, on March 16, 2023, our Sponsor forfeited an aggregate of 373,750 Founder
Shares for no consideration, resulting in our Sponsor and directors holding an aggregate of 1,495,000 Founder Shares, of which up to 195,000
was subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration
date on April 30, 2023. Following the expiration of the underwriters' remaining over-allotment option on April 30, 2023, an additional
139,750 Founder Shares were forfeited, resulting in our Sponsor and directors holding an aggregate of 1,355,250 Founder Shares. The number
of Founder Shares issued was determined based on the expectation that such Founder Shares would represent approximately 20% of the outstanding
shares following the Initial Public Offering (excluding the Private Placement Warrants and underlying Class A common stock and the Representative
Shares). The Founder Shares will be worthless if we do not complete an initial business combination.

 In addition, our Sponsor, pursuant to a written agreement, purchased
3,576,900 Private Placement warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds to us of approximately
$3.58 million.

 Each Private Placement Warrant is exercisable to purchase one whole
share of common stock at $11.50 per share. These securities will also be worthless if we do not complete an initial business combination.
Holders of Founder Shares have agreed: (A) to vote any shares owned by them in favor of any proposed initial business combination; and
(B) not to redeem any Founder Shares held by them in connection with a stockholder vote to approve a proposed initial business combination.
In addition, we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director. The personal and financial interests
of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an
initial business combination and influencing the operation of the business following the initial business combination.

 Risks Relating to Our Securities

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

 Our public stockholders will be entitled to receive funds from the
trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with
those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (ii)
the redemption of any public shares properly submitted in connection with a stockholder vote to amend our Certificate of Incorporation
(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination by May 22, 2025 (or June 22, 2025, if we fully
extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to stockholders'
rights or pre-initial business combination activity; and (iii) the redemption of our public shares if we are unable to complete an initial
business combination prior to May 22, 2025 (or June 22, 2025, if we fully extend the period of time to consummate a business combination).
In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will
not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment,
you may be forced to sell your public shares or warrants, potentially at a loss.

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

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

 If Nasdaq delists our securities from trading on its exchange and we
are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter
market. If this were to occur, we could face significant material adverse consequences, including:

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

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

 a limited amount of news and analyst coverage; and

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

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

 The securities in which we invest the funds held in the trust account
could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount
received by public stockholders may be less than $11.25 per share.

 The proceeds held in the trust account will be invested only in U.S.
government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury
obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks
in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled
out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete
our initial business combination or make certain amendments to our Certificate of Incorporation, our public stockholders are entitled
to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less,
in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the
value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $11.25 per share.

 We have not registered the shares of Class A common stock issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in
place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on
a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or
qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire
worthless.

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

 If you exercise your Public Warrants on a "cashless basis,"
you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

 There are circumstances in which the exercise of the Public Warrants
may be required or permitted to be made on a cashless basis. First, if a registration statement covering the issuance of shares of Class
A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business
combination, warrant holders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis
in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, if a registration statement covering the Class
A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial
business combination, warrant holders may, until such time as there is an effective registration statement and during any period when
we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption
provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available; if that exemption, or another exemption,
is not available, holders will not be able to exercise their warrants on a cashless basis. Third, if we call the Public Warrants for redemption,
our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of
an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of shares
of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (as defined
in the next sentence) by (y) the fair market value. The "fair market value" for this purpose means the average reported last
sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of
exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a
result, you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

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

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

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

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

 We may amend the terms of the warrants in a manner that may be adverse
to holders of Public Warrants with the approval by the holders of at least a majority of the then outstanding Public Warrants. As a result,
the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A
common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

 Our warrants were issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, LLC, as warrant agent, and us. The warrant agreement provides that the terms of
the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake or defective provision, but
requires the approval by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely
affects the interests of the registered holders of Public Warrants (which may include Public Warrants acquired by our Sponsor or its affiliates
in the open market). Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least
a majority of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants
with the consent of at least a majority of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments
to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period
or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

 We may redeem your unexpired warrants prior to their exercise at
a time that is disadvantageous to you, thereby making your warrants worthless.

 We have the ability to redeem outstanding warrants at any time after
they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of
our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the
third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect
such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky
laws of the state of residence in those states in which the warrants were offered by us in the Initial Public Offering. Redemption of
the outstanding warrants could force you: (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous
for you to do so; (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or
(iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially
less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held
by our Sponsor or its permitted transferees.

 General Risk Factors

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

 We are a newly formed company that has conducted no operations and
has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating
revenues. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with
any prospective target business concerning an initial business combination and may be unable to complete our initial business combination.
If we fail to complete our initial business combination, we will never generate any operating revenues.

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

 We are an "emerging growth company" within the meaning
of the rules adopted by the SEC, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we may
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders
may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although
circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates
exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following
December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If
some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities
may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our
securities may be more volatile.

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

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

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

 Section 404 of the Sarbanes-Oxley Act requires that we evaluate and
report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2024. Only in
the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,
will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank
check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public
companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve
compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

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

 We depend on digital technologies, including information systems, infrastructure
and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on,
or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to
corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without
significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have 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 adverse consequences on our ability to consummate a business combination and
lead to financial loss.

 Risks Associated with Acquiring and Operating a Target
Business with its Primary Operations in the PRC

 As set forth herein, we are not limited to a particular industry or
geographic region for purposes of consummating an initial business combination, although we intend to focus our search for a target business
on companies in the IoT space or adjacent spaces. "IoT" refers to the "Internet of Things," that is, physical
objects (or groups of objects) with sensors, processing ability, software, and other technologies that connect and exchange data with
other devices and systems over the Internet or other communications networks, sometimes called "smart devices." We will also
consider adjacent spaces such as devices, components or software that are used in IoT applications. We intend to target companies in both
developing markets (e.g., China and India), and the developed markets (e.g., United States and Europe). We affirmatively exclude as an
initial business combination target any company of which financial statements are audited by an accounting firm that the PCAOB is unable
to inspect for two consecutive years beginning in 2022 and any target company with China operations consolidated through a VIE structure.
Accordingly, in addition to the risk factors referred above, we have set forth some of the primary risks we have identified in seeking
to consummate our initial business combination with a company having its primary operations in the PRC.

 We will not conduct an initial business combination with any target
company that conducts operations through VIEs, which may limit the pool of acquisition candidates we may acquire in the PRC and make it
more difficult and costly for us to consummate a business combination with a target business operating in the PRC.

 Our sponsor and certain members of our board of directors and management
have significant business ties to or are based in the PRC and we may consider a business combination with an entity or business with a
physical presence or other significant ties to the PRC. Where PRC law prohibits direct foreign investment in certain companies located
in the PRC, such companies may conduct operations through VIEs as a means of providing the economic benefits of foreign investment in
such companies without investing directly. However, we will not conduct an initial business combination with any target company that conducts
operations through VIEs. As a result, this may limit the pool of acquisition candidates we may acquire in the PRC, in particular, due
to the relevant PRC laws and regulations against foreign ownership of and investment in certain assets and industries, known as restricted
industries, including but not limited to value-added telecommunications services such as internet content providers. Furthermore, this
may limit the pool of acquisition candidates we may acquire in the PRC relative to other special purpose acquisition companies that are
not subject to such restrictions and may make it more difficult and costly for us to consummate a business combination with a target business
operating in the PRC relative to such other companies. As a result, we may not be able to consummate a business combination with a favored
target company.

 The M&A Rules and certain other PRC regulations establish complex
procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue a business
combination with a China-based business.

 The M&A Rules adopted by six PRC regulatory agencies in 2006 and
amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements
that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some
instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC
domestic enterprise. Moreover, the Anti-Monopoly Law requires that the anti-monopoly enforcement agency of the State Council (currently
the State Anti-Monopoly Bureau) shall be notified in advance of any concentration of undertaking if certain thresholds are triggered.
In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions
by foreign investors that raise "national defense and security" concerns and mergers and acquisitions through which foreign
investors may acquire de facto control over domestic enterprises that raise "national security" concerns are subject to strict
review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction
through a proxy or contractual control arrangement. On July 1, 2015, the National Security Law of China took effect, which provided that
China would establish rules and mechanisms to conduct national security review of foreign investments in China that may impact national
security. On March 15, 2019, the PRC National People's Congress approved the Foreign Investment Law, which came into effect on January
1, 2020, and reiterates that China will establish a security review system for foreign investments. On December 19, 2020, the NDRC and
the MOFCOM jointly issued the Measures for the Security Review of Foreign Investments, or the New FISR Measures, which were made according
to the National Security Law and the Foreign Investment Law and became effective on January 18, 2021. The New FISR Measures further expand
the scope of national security review on foreign investment compared to the existing rules, while leaving substantial room for interpretation
and speculation.

 If in the future, we pursue a business combination with a PRC-based
business, complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could
be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM, any other relevant PRC governmental
authorities or their respective local counterparts may delay or inhibit our ability to complete such transactions, which could affect
our ability to expand our business or maintain our market share.

 As a result of the M&A Rules implemented on September 8, 2006
relating to acquisitions of assets and equity interests of PRC companies by foreign investors, it is expected that acquisitions will take
longer and be subject to economic scrutiny by the PRC government authorities such that we may not be able to complete a transaction.

 On September 8, 2006, the MOFCOM, together with several other government
agencies, promulgated a comprehensive set of regulations governing the approval process by which a PRC company may participate in an acquisition
of its assets or its equity interests and by which a PRC company may obtain public trading of its securities on a securities exchange
outside the PRC. Although there was a complex series of regulations in place prior to September 8, 2006 for approval of PRC enterprises
that were administered by a combination of provincial and centralized agencies, the new regulations have largely centralized and expanded
the approval process to the MOFCOM, the State Administration of Industry and Commerce, the SAFE or its branch offices, the State Asset
Supervision and Administration Commission, and the CSRC. Depending on the structure of the transaction as determined once a definitive
agreement is executed, these regulations will require the Chinese parties to make a series of applications and supplemental applications
to the aforementioned agencies, some of which must be made within strict time limits and depending on approvals from one or the other
of the aforementioned agencies. The application process has been supplemented to require the presentation of economic data concerning
a transaction, including appraisals of the business to be acquired and evaluations of the acquirer which will permit the government to
assess the economics of a transaction in addition to the compliance with legal requirements. If obtained, approvals will have expiration
dates by which a transaction must be completed.

 Also, completed transactions must be reported to the MOFCOM and some
of the other agencies within a short period after closing or be subject to an unwinding of the transaction. It is expected that compliance
with the regulations will be more time-consuming than in the past, will be more costly for the Chinese parties, and will permit the government
much more extensive evaluation and control over the terms of the transaction. Subsequent to the promulgation of the Foreign Investment
Law and the relevant implementation rules and regulations, some of the provisions have been replaced or repealed, but there is uncertainty
in interpretation and implementation of the rules and regulations currently in effect. Therefore, a business combination we propose may
not be able to be completed because the terms of the transaction may not satisfy aspects of the approval process and may not be completed,
even if approved, if it is not consummated within the time permitted by the approvals granted.

 Because the September 8, 2006 M&A Rules permit the government
agencies to have scrutiny over the economics of an acquisition transaction and require consideration in a transaction to be paid within
stated time limits, we may not be able to negotiate a transaction that is acceptable to our stockholders or sufficiently protect their
interests in a transaction.

 The regulations have introduced aspects of economic and substantive
analysis of the target business and the acquirer and the terms of the transaction by the MOFCOM and the other governing agencies through
submissions of an appraisal report, an evaluation report and the acquisition agreement, all of which form part of the application for
approval, depending on the structure of the transaction. The regulations also prohibit a transaction at an acquisition price obviously
lower than the appraised value of the PRC business or assets. The regulations require that in certain transaction structures, the consideration
must be paid within strict time periods, generally not in excess of a year. In asset transactions there must be no harm to third parties
and the public interest in the allocation of assets and liabilities being assumed or acquired. These aspects of the regulations will limit
our ability to negotiate various terms of the acquisition, including aspects of the initial consideration, contingent consideration, holdback
provisions, indemnification provisions and provisions relating to the assumption and allocation of assets and liabilities. Transaction
structures involving trusts, nominees and similar entities are prohibited. Therefore, we may not be able to negotiate a transaction with
terms that will satisfy our investors and protect our stockholders' interests in an acquisition of a PRC business or assets.

 Substantial uncertainties exist with respect to the interpretation
and implementation of the Foreign Investment Law and how it may impact our ability to pursue a business combination with a PRC-based business.

 The Foreign Investment Law replaced the trio of prior laws regulating
foreign investment in the PRC, namely, the Sino-Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture
Enterprise Law and the Wholly Foreign-Invested Enterprise Law, together with their implementation rules and ancillary regulations, and
became the legal foundation for foreign investment in the PRC from January 1, 2020. Meanwhile, the Implementation Regulation of the Foreign
Investment Law and the Measures for Reporting of Information on Foreign Investment came into effect as of January 1, 2020, which clarified
and elaborated on the relevant provisions of the Foreign Investment Law.

 The Foreign Investment Law sets out the basic regulatory framework
for foreign investments and proposes to implement a system of pre-entry national treatment with a negative list for foreign investments,
pursuant to which (i) foreign entities and individuals are prohibited from investing in the areas that are not open to foreign investments,
(ii) foreign investments in the restricted industries must satisfy certain requirements under the law, and (iii) foreign investments in
business sectors outside of the negative list will be treated equally with domestic investments. The Foreign Investment Law also sets
forth necessary mechanisms to facilitate, protect and manage foreign investments and proposes to establish a foreign investment information
reporting system, through which foreign investors or foreign-invested enterprises are required to submit an initial report, report of
changes, report of deregistration and an annual report relating to their investments to the MOFCOM or its local branches. As the Foreign
Investment Law is still relatively new, it is unclear how the regulations will be interpreted and implemented by the relevant government
authorities.

 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
profitably in the PRC.

 If we consummate our initial business combination with a target with
principal operations in the PRC, our combined company may conduct most of our operations and most of our revenue is generated in the PRC.
Accordingly, economic, political and legal developments in the PRC would significantly affect our combined company'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 combined company'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 combined company's ability to operate its business.

 The PRC's economic, political and social conditions, as well
as sudden or unexpected changes in any government policies, laws and regulations, could have a material adverse effect on our business
or business combination. Specifically, the PRC government may intervene or influence our search for a target company for an initial business
combination at any time, which could result in a material change in our operations and/or the value of the securities we are registering
for sale.

 Although the PRC'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 the PRC'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 the PRC and could have a material adverse effect on our business, our searching activities or 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 our business,
including our officers' and directors' searching activities, and business combination. China's social and political
conditions may also 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 business, including our officers' and directors' searching activities,
and business combination.

 The PRC government has significant oversight and discretion over the
conduct of a PRC company's business and may intervene with or influence its operations as the government deems appropriate to further
regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries
such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or
policies regarding any industry that could further limit our pool of candidate. Furthermore, the PRC government has also recently indicated
an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas
and foreign investment in PRC-based companies. Any such action, once taken by the PRC government, could significantly limit or completely
hinder our ability to consummate a business combination with a PRC-based target business and cause the value of our securities to significantly
decline or in extreme cases, become worthless.

 Based on our understanding of the current PRC laws and regulations,
no prior permission is required under the rules and regulations listed above from any PRC governmental authorities (including the CSRC
and CAC) for searching for a target company by our officers and directors, and our officers and directors, in their capacity as such,
have been compliant with the regulations or policies that have been issued by the PRC governmental authority (including the CSRC and CAC),
given that: (a) our company is a blank check company newly incorporated in Delaware rather than in the PRC, and currently the company
conducts no business in the PRC; (b) PRC governmental authorities (including the CSRC) currently have not issued any definitive rule or
interpretation concerning whether our, including our officers' and directors', searching for a target company are subject
to similar rules; and (c) our officers and directors, in their capacity as officers and directors of the company, currently only conduct
organizational activities for the purpose of conducting searching activities for the purpose of an initial business combination, which
we believe currently are not subject to the regulations or policies that have been issued by the CAC as of the date of this Annual Report.

 There can be no assurance, however, that the relevant PRC governmental
authorities, including the CSRC, would reach the same conclusion as us. In addition, the CSRC or any other PRC governmental authorities
may promulgate new rules or new interpretations of current rules which would require us to obtain CSRC or other PRC governmental approvals
for our searching activities or they may intervene or influence our search for a target company for an initial business combination at
any time. If we incorrectly conclude that such permissions or approvals are not required or the CSRC or another PRC governmental authority
subsequently determines that its approval is needed for our searching activities, we may face approval delays, adverse actions or sanctions
by the CSRC or other PRC governmental authorities. In any such event, complying with the requirements of the above-mentioned regulations
and other relevant rules and any required approval processes with PRC governmental authorities could be time-consuming and may delay a
potential business combination. These governmental authorities may impose fines and penalties, limit our operations in the PRC, or take
other actions that could materially adversely affect our business, financial condition, results of operations, reputation and prospects,
as well as the value of our securities we are registering for sale, if we do not receive or maintain such permissions or approvals or
if we fail to comply with the above-mentioned regulations or other relevant rules or any other intervention or influence applies to our
business or our searching activities.

 The above discussion is based on our management's understanding
of the current PRC laws, rules, regulations and local market practices and we cannot assure you that our management's understanding
is correct. We have been closely monitoring regulatory developments in the PRC regarding any necessary approvals from the CSRC or other
PRC governmental authorities required for overseas listings and a potential business combination with a target business based in and primarily
operating in the PRC. As of the date of this Annual Report, we have not received any inquiry, notice, warning, sanctions or regulatory
objection from the CSRC or other PRC governmental authorities.

 If, after our initial business combination, substantially all of
our assets will be located in the PRC and substantially all of our revenue will be derived from our operations there, our results of operations
and prospects will be subject, to a significant extent, to the economic, political, social conditions and legal policies, developments
and conditions in the PRC as well as litigation and publicity surrounding PRC-based companies listed in the United States.

 If we effect our initial business combination with a business located
in the PRC, a substantial portion of our operations may be conducted in the RPC, substantially all of our assets may be located in PRC
and a significant portion of our net revenues may be derived from customers where the contracting entity is located in PRC. 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, social conditions, and legal developments in the PRC. For
example, as a result of recent proposed changes in the cybersecurity regulations in the PRC, certain Chinese technology firms would be
required 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 the PRC that we intend to focus on for our initial business combination or the ability of the combined
company to list in the United States.

 The economies in Asia differ from the economies of most developed countries
in many respects. For the most part, such economies have grown at a rate in excess of the United States; however, (1) such economic growth
has been uneven, both geographically and among various sectors of the economy, and (2) such growth may not be sustained in the future.
If, in the future, such country's economy experiences a downturn or grows at a slower rate than expected, there may be less demand
for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our
ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business
combination, the ability of that target business to become profitable.

 Furthermore, the PRC'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 the PRC. Any slowdown in the PRC'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.

 The PRC government has significant oversight and discretion over the
conduct of a PRC company's business and may intervene with or influence its operations as the government deems appropriate to further
regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries
such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or
policies regarding any industry that could adversely affect the business, financial condition and results of operations of the combined
company. Furthermore, the PRC government has also recently indicated an intent to exert more oversight and control over securities offerings
and other capital markets activities that are conducted overseas and foreign investment in China-based companies. Any such action, once
taken by the PRC government, could significantly limit or completely hinder the combined company's ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

 Additionally, we believe that litigation and negative publicity surrounding
companies with operations in the PRC that are listed in the United States have negatively impacted stock prices for these companies. Various
equity-based research organizations have published reports on PRC-based companies after examining their corporate governance practices,
related party transactions, sales practices and financial statements, and these reports have led to special investigations and listing
suspensions on U.S. national exchanges. Any similar scrutiny of our assets and operations, in the PRC, if any, regardless of its lack
of merit, could result in a diversion of management resources and energy, potential costs to defend ourselves against rumors, decreases
and volatility in the trading price of our securities, and increased directors' and officers' insurance premiums and could
have an adverse effect upon our business, including our results of operations, financial condition, cash flows and prospects.

 In the event we successfully consummate a business combination with
a target business with primary operations in the PRC, we will be subject to restrictions on dividend payments following the consummation
of our initial business combination.

 We may consummate a business combination with a target business based
in and primarily operating in the PRC through a series of contractual arrangements. After such business combination, the combined company
may rely on dividends and other distributions from the PRC subsidiaries of the combined company to provide it with cash flow and to meet
its other obligations. Current regulations in the PRC would permit the combined company's PRC subsidiaries to pay dividends only
out of their accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations. In
addition, the combined company's PRC subsidiaries in the PRC will be required to set aside at least 10% of their after-tax profits
each year to fund their respective statutory reserves (up to an aggregate amount equal to half of their respective registered capital).
Such cash reserve may not be distributed as cash dividends.

 In addition, if the combined company's PRC subsidiaries incur
debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make payments
to the combined company or its PRC subsidiaries, as applicable.

 PRC governmental control of currency conversion may limit the ability
of any future operating companies in the PRC to utilize their revenues effectively and may affect the value of your investment.

 The PRC government imposes controls on the convertibility of the Renminbi
into foreign currencies and, in certain cases, the remittance of currency out of the PRC. If we decide to acquire a PRC-based company,
we may rely on dividend payments from such PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC
foreign exchange regulations, payments in foreign currencies of current account items, including profit distributions, interest payments
and trade and service-related foreign exchange transactions, can be made without prior approvals of the SAFE, by complying with certain
procedural requirements. Specifically, under the existing exchange restrictions, without prior approvals of the SAFE, cash generated from
the operations of PRC operating companies in the PRC may be used to pay dividends. However, approvals from or registration with appropriate
government authorities are required where Renminbi is to be converted into foreign currencies and remitted out of the PRC to pay capital
expenses such as the repayment of loans denominated in foreign currencies.

 As a result, the PRC subsidiaries of our future combined company would
need to obtain the SAFE approval to pay off their debt in a currency other than Renminbi owed to any entities outside the PRC or to make
other capital expenditure payments outside the PRC in a currency other than Renminbi.

 In light of the flood of capital outflows in 2016 due to the weakening
Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny over major outbound capital
movements including overseas direct investment. More restrictions and substantial vetting processes have been put in place by the SAFE
to regulate cross-border transactions that fall under the capital account transactions. The PRC government may in the future at its discretion
further restrict access to foreign currencies for current account transactions. If the foreign exchange control regulations prevent any
future combined company from obtaining sufficient foreign currencies from its PRC subsidiaries to satisfy its capital demands, the future
combined company may not be able to pay dividends in foreign currencies to its stockholders.

 If we decide to acquire a PRC-based company, the PRC government
may exert substantial interventions and influences on our combined company's operations at any time. Any new policies, regulations,
rules, actions or laws by the PRC government may subject our combined company to material changes in operations, may cause the value of
our securities to significantly decline or be worthless, and may completely hinder our ability to offer or continue securities to investors.

 Though we currently do not have any PRC subsidiary or PRC operations
and a majority of our management are located outside the PRC, we may pursue a business combination with a company doing business in the
PRC (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 2022 and any target company that consolidates financial results of PRC operating entities through a VIE
structure in the PRC instead of direct holdings). Notwithstanding the foregoing, the PRC government has exercised and continues to exercise
substantial control over virtually every sector of the PRC economy through regulation and state ownership. If we decide to acquire a PRC-based
company, our combined company's ability to operate in the PRC may be harmed by changes in its laws and regulations, including those
relating to securities, 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 the PRC 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, any future combined company's business segments may
be subject to various government and regulatory interference in the provinces in which they operate at any time. The combined company
could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government
sub-divisions. Any future combined company may incur increased costs necessary to comply with existing and newly adopted laws and regulations
or penalties for any failure to comply. If the PRC government initiates an investigation into us at any time alleging us violation of
cybersecurity laws, anti-monopoly laws, and securities offering rules in the PRC in connection with a future business combination, we
may have to spend additional resources and incur additional time delays to comply with the applicable rules, and our business operations
will be affected materially and any such action could cause the value of our securities to significantly decline or be worthless.

 As the date hereof, there are no PRC laws and regulations (including
the CSRC, the CAC, or any other government entity) in force explicitly requiring that we obtain permission from PRC authorities for our
Initial Public Offering or to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction or
any regulatory objection to our Initial Public Offering from any relevant PRC authorities. However, it is uncertain when and whether any
future combined company will be required to obtain permission from the PRC government to list on U.S. stock exchanges in the future, and
even when such permission is obtained, whether it will be denied or rescinded. Any new policies, regulations, rules, actions or laws by
the PRC government may subject us or our combined company to material changes in operations, may cause the value of our securities significantly
decline or be worthless, and may completely hinder our ability to offer or continue securities to investors.

 The CSRC and other Chinese government agencies may exert more oversight
and control over offerings that are conducted overseas and foreign investment in PRC-based issuers. It is possible that we may need to
obtain approvals or permissions from the CSRC or another PRC regulatory body if we undertake a business combination with a PRC-based entity.
As a result, 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, or even 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.

 Our initial 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 exert more oversight and control over offerings that are conducted
overseas and foreign investment in PRC-based issuers in the future by adopting other rules and restrictions. 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 the PRC must
be stored in the PRC, and if a critical information infrastructure operator purchases internet products and services that affects 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 December 28, 2021, the CAC, in conjunction
with 12 other government departments issued the New Measures. The New Measures amends the Draft Measures released on July 10, 2021 and
came into effect on February 15, 2022. The New Measures include data processing activities of network platform operators that affect or
may affect national security into cybersecurity review, and make it clear that network platform operators with 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 PIPL, which is to take 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 potential future target business in the PRC 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 a business combination.

 In addition, 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, which were 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 PRC-based overseas-listed companies and the demand for cybersecurity and
data privacy protection. As of the date of this Annual Report, no official guidance and related implementation rules have been issued
in relation to these recently issued opinions and the interpretation and implementation of the Opinions remain unclear at this stage.
We cannot assure you that we will not be required to obtain the pre-approval of the CSRC and potentially other PRC governmental authorities
to pursue any business combination with a PRC-based company.

 If, for example, our potential initial business combination is with
a target business operating in the PRC and if the New Measures mandates 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 initial business combination and diversion of our managerial and financial resources. 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. In addition, due to limited business combination period that we have, we may avoid searching for a target and completing an initial
business combination that will be subject to cybersecurity review. Therefore, we may avoid searching for a company which could be deemed
as a network platform operator and possesses information of more than one million users.

 Further, if the combined company, after business combination, is deemed
to be a network platform operator which holds personal information of more than one million users, it will be subject to such cybersecurity
review. The combined company could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the
future and may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure
to comply.

 Additionally, any failure or delay in the completion of the cybersecurity
review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including
suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings
or actions, which may have material adverse effect on the combined company's business, financial condition or results of operations
and any such action could cause the value of our securities to significantly decline or be worthless.

 As uncertainties remain regarding the interpretation and implementation
of these laws and regulations, we cannot assure you that the combined company following a business combination will comply with such regulations
in all respects and it may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. As a result,
both you and we 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.

 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 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 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
(e.g., the offshore special purpose vehicle) of equity in a "PRC domestic company," and (b) asset deals where the acquisition
by a foreign investor of the assets of a "PRC domestic company." We do not believe that either the equity or asset deal provisions
of the M&A Rules will be implicated in any of our initial business combination process with a PRC-based target for the reason that
any acquisition will be conducted through a WFOE established by means of direct investment, which would hold the shares of the PRC-based
target. To date, the CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the indirect listing
of a PRC-based entity as part of the business combination are subject to the CSRC approval procedures under the M&A Rules. As a result,
based on our management's understanding of the current PRC laws, rules, regulations and the local market practices, the CSRC's
approval under the M&A Rules will not be required in the context of our business combination with a China-based target. However, substantial
uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles and the above analysis
are subject to any new laws, rules and regulations or detailed implementation and interpretations in any form relating to the M&A
Rules. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. It
is possible that we may need to obtain approvals or permissions from CSRC or other PRC governmental authorities 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 PRC 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 released Trial Administrative Measures
of Overseas Securities Offering and Listing by Domestic Companies ("Measurers") which took effective on March 31, 2023. The
Measures implement a new regulatory framework requiring PRC businesses to file with CSRC when pursuing overseas listings. The Draft Rules
propose a new filing system for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland
China. An overseas listing is required to be filed with CSRC within three working days (i) following the submission of initial public
offering or listing application, (ii) following the completion of subsequent securities offerings of an issuer in the same overseas market
where it has previously offered and listed securities, (iii) following the submission of subsequent securities offerings and listings
application of an issuer in other overseas markets than where it has offered and listed or (iv) following the submission of overseas application
documents where a domestic company that seeks to directly or indirectly list its domestic assets in overseas markets through single or
multiple acquisitions, share swaps, transfers of shares or other means, or after the first public disclosure of the specifics of the transaction
is made by the listed company where overseas application documents are not required. The requested filing documents include but are not
limited to: (1) a filing report and related undertakings; (2) regulatory opinions, filing or approval documents issued by the relevant
authorities (if applicable); (3) security review opinions issued by the relevant authorities, if applicable; (4) a PRC legal opinion;
and (5) a prospectus.

 On December 27, 2021, the NDRC and the MOFCOM promulgated the Negative
List, effective as of January 1, 2022 Compared to the previous version, there are no specific industries added to the list but it for
the first time declares the PRC'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 and foreign investors shall not be involved in the operation or management of the 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.

 Based on our understanding of the current PRC laws and regulations,
no prior permission was required under the M&A Rules, the Opinions, the Measures or the Negative List from any PRC governmental authorities
(including the CSRC) for consummating our initial public offering, given that: (a) the CSRC currently has not issued any definitive rule
or interpretation concerning whether initial public offerings like ours are subject to the M&A Rules; and (b) our company is a blank
check company incorporated in Delaware rather than the PRC and currently the company conducts no business in the PRC. However, there remains
some uncertainty as to how the M&A Rules, the Opinions, the Measures or the Negative List will be interpreted or implemented if we
decide to consummate an initial business combination with a target business based in and primarily operating in the PRC. If the CSRC or
another PRC governmental authority subsequently determines that its approval is needed for a business combination with a target business
based in and primarily operating in the PRC, we may face approval delays, adverse actions or sanctions by the CSRC or other PRC governmental
authorities. In any such event, these governmental authorities may delay the potential business combination, impose fines and penalties,
limit our operations in the PRC, or take other actions that could materially adversely affect our business, financial condition, results
of operations, reputation and prospects, as well as the trading price of our securities.

 Our company is a blank check company incorporated under the laws of
the Delaware. We currently do not hold any equity interest in any PRC company or operate any business in the PRC. Therefore, 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 initial business combination with a target business based in and primarily operating in the PRC, the combined company's
business operations in the PRC through its subsidiaries, as applicable, are subject to relevant requirements to obtain applicable licenses
from PRC governmental authorities under relevant PRC laws and regulations.

 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. On February 3, 2015, the State Administration of Taxation, or SAT, issued the Bulletin on Issues of Enterprise
Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, which was formulated by SAT on the basis of
summing up the experience accumulated and problems existing in the implementation of the Notice on Strengthening Administration of Enterprise
Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the SAT, on December 10, 2009 by tax authorities
for more than five years. Pursuant to this Bulletin, an "indirect transfer" of assets, including equity interests in a PRC
resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if
such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise
income tax. As a result, gains derived from such an indirect transfer may be subject to PRC enterprise income tax. According to Bulletin
7, "PRC taxable assets" include assets attributed to an establishment in China, immoveable properties located in China, and
equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident
enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a "reasonable commercial purpose"
of the transaction arrangement, features to be taken into consideration include: whether the main value of the equity interest of the
relevant overseas enterprise derives directly or indirectly from PRC taxable assets; whether the assets of the relevant overseas enterprise
mainly consists of direct or indirect investment in China or if its income mainly derives directly or indirectly from China; whether the
overseas enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have a real commercial nature which is evidenced
by their actual function and risk exposure; the duration of existence of the shareholders, business model and relevant organizational
structure of the overseas enterprise; overseas income tax payable for the transaction of in direct transfer of PRC taxable assets; the
replaceability of indirect investment and indirect transfer of taxable assets in the PRC with direct investment and direct transfer of
taxable assets in the PRC by the transferor of equity and tax treaties or similar arrangements applicable in the PRC for income derived
from indirect transfer of taxable assets in the PRC. In respect of an indirect offshore transfer of assets of a PRC establishment, the
resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred,
and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable
properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place
of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment
under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding
obligation. Where the payer fails to withhold any or withholds insufficient tax, the transferor shall declare and pay such tax to the
tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest.
Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired
from a transaction through a public stock exchange.

 In October 2017, SAT issued an Announcement on Issues Relating to Withholding
at Source of Income Tax of Nonresident Enterprises, or SAT Circular 37. Effective from December 2017, SAT Circular 37, among others, repealed
the Circular 698 and amended certain provisions in Bulletin 7 and further clarifies the practice and procedure of the withholding of nonresident
enterprise income tax. According to SAT Circular 37, where the non-resident enterprise fails to declare the tax payable pursuant to Article
39 of the Enterprise Income Tax, the tax authority may order it to pay the tax due within required time limits, and the non-resident enterprise
shall declare and pay the tax payable within such time limits specified by the tax authority. However, if the non-resident enterprise
voluntarily declares and pays the tax payable before the tax authority orders it to do so within required time limits, it shall be deemed
that such enterprise has paid the tax in time.

 If we decide to pursue an initial business combination with a PRC-based
company, we may face uncertainties as to the reporting and other implications where PRC taxable assets are involved. We may be subject
to filing obligations or taxed if we are the transferor in such transactions, and may be subject to withholding obligations if we are
the transferee in such transactions, under Bulletin 7 and SAT Circular 37. For any transfer of our shares by investors who are non-PRC
resident enterprises, our PRC subsidiary may be requested to assist in the filing under the SAT circulars. As a result, we may be required
to expend valuable resources to comply with the SAT circulars or to request the relevant transferors from whom we purchase taxable assets
to comply with these circulars, or to establish that we should not be taxed under these circulars, which may have a material adverse effect
on our financial condition and results of operations.

 If we decide to conduct an initial business combination with a PRC
domestic company, PRC regulations relating to offshore investment activities by PRC residents may limit our ability to inject capital
in future Chinese subsidiaries and our future Chinese subsidiaries' ability to change their registered capital or distribute profits
to the combined company or otherwise expose it or its PRC resident beneficial owners to liability and penalties under PRC laws.

 In July 2014, 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. 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 our stockholders 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, will be required
to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of
an SPV, is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change,
including, among other things, any major change of a PRC resident shareholder, name or term of operation of the SPVs, or any increase
or reduction of the SPVs' registered capital, share transfer or swap, merger or division. Moreover, any subsidiary of such SPV in
the PRC is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE. 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 the
PRC 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 the PRC. 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 our stockholders that are PRC residents
will at all times comply with, or in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 37
or other related rules. If we decide to acquire a PRC domestic company, the failure or inability of the future combined company's
PRC resident stockholders to comply with the registration procedures set forth in these regulations may subject the combined company to
fines and legal sanctions, restrict its cross-border investment activities, limit the ability of its wholly foreign-owned subsidiary in
the PRC to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation, and the future combined
company may also be prohibited from injecting additional capital into the subsidiary. Moreover, failure to comply with the various foreign
exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange
restrictions. As a result, if we decide to acquire a PRC domestic company, the future combined company's business operations and
the future combined company's ability to distribute profits to you could be materially and adversely affected.

 Furthermore, as these foreign exchange regulations are still relatively
new and their interpretation and implementation has been constantly evolving, 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, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as
remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of
operations. In addition, if we decide to acquire a PRC domestic company, 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. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and
prospects.

 Though we affirmatively exclude as an initial business combination
target any company of which financial statements are audited by an accounting firm that the PCAOB is unable to inspect for two consecutive
years beginning in 2022, we cannot assure you that certain existing or future U.S. laws and regulations may restrict or eliminate our
ability to complete a business combination with certain companies, particularly those target companies in the PRC.

 The PCAOB is currently unable to conduct inspections on accounting
firms in the PRC without the approval of the Chinese government authorities. The 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 the PRC 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 the PRC 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 HFCA Act would restrict our ability to consummate
a business combination with a target business unless that business met certain standards of the PCAOB. Under the HFCA Act, if the PCAOB
is unable to inspect an issuer's public accounting firm for three consecutive years, the issuer may suffer adverse consequences
including the delisting of its securities and prohibition of trading its securities on a national securities exchange or in the over-the-counter
trading market in the U.S. Consequently, it would substantially impair the investors' ability to sell or purchase such issuer's
securities when the investors wish to do so, and the risk and uncertainty associated with potential delisting and prohibition would have
a negative impact on the price of such issuer's securities. Also, such delisting and prohibition could significantly affect our
ability to raise capital on acceptable terms, or at all, which would have a material adverse effect on our business, financial condition
and prospects. 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 the PRC. 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.

 On June 22, 2021, the U.S. Senate passed the AHFCAA, which, if signed
into law, would amend the HFCA Act and require the delisting of one's securities and prohibition of trading such securities on a
national securities exchange or in the over-the-counter trading market in the U.S. if its auditor is not subject to PCAOB inspections
for two consecutive years instead of three consecutive years.

 Our financial statements are currently audited by Adeptus Partners, LLC, which
is subject to inspection by the PCAOB and as a result, we affirmatively exclude any target of which financial statements are audited by
an accounting firm that the PCAOB is unable to inspect for two consecutive years beginning in 2022 and thus, we may not be able to consummate
a business combination with a favored target business due to these laws.

 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 of the HFCA 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 the
PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction.

 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 a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special
Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the
PCAOB's report identified the specific registered public accounting firms which are subject to these determinations.

 On August 26, 2022, the PCAOB signed the SOP with the CSRC and the
Ministry of Finance of 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. Pursuant to the SOP, the PCAOB shall have independent
discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.
However, uncertainties still exist as to whether the applicable parties, including governmental agencies, will fully comply with the framework.
Depending on the implementation of the SOP, if the PCAOB continues to be prohibited from conducting complete inspections and investigations
of PCAOB-registered public accounting firms in the PRC, then PRC-based companies will be delisted pursuant to the HFCA Act despite the
SOP. Therefore, there is no assurance that the SOP could give relief to PRC-based companies against the delisting risk from the application
of the HFCA Act or AHFCAA.

 Our independent accountant, Adeptus Partners, LLC, is a U.S. accounting firm based
in New Jersey and is subject to regular inspection by the PCAOB. Adeptus Partners, LLC is not headquartered in mainland China or Hong Kong and
was not identified in the Determination Report as a firm subject to the PCAOB's determinations. As a special purpose acquisition
company, our current business activities only involve searching for targets and consummation of an initial business combination following
the completion of our Initial Public Offering. Adeptus Partners, LLC has access to our books and records which are currently and will be maintained
by in the U.S. prior to the consummation of an initial business combination. In addition, we affirmatively exclude any target company
of which financial statements are audited by an accounting firm that the PCAOB is unable to inspect for two consecutive years beginning
in 2022 at the time of our initial business combination.

 Notwithstanding the foregoing, in the event that we decide to consummate
our initial business combination with a target business based in or primarily operating in the PRC, 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. This could limit or restrict
our access to the U.S. capital markets and the 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.

 The SEC 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 (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 has announced that the SEC staff is preparing a consolidated
proposal for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report. It is unclear
when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will
be adopted. 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 the PCAOB is unable to conduct inspections or full investigations
of our auditor, we could be delisted or prohibited from being traded over the counter by an exchange pursuant to the HFCA Act or AHFCAA
or other related additional regulatory or legislative requirements or guidance. If our securities are unable to be listed on another securities
exchange by then, 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 our ability to raise capital on acceptable terms, or at
all, which would have a material adverse effect on our 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 our 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 our 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.

 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.

 U.S. regulatory bodies may be limited in their ability to conduct
investigations or inspections of the combined company's operations within China.

 The SEC, the U.S. Department of Justice, the PCAOB, and other U.S.
authorities may have difficulties in bringing and enforcing actions against the combined company or its directors or executive officers
in the PRC following the business combination. Shareholder claims that are common in the United States, including securities law class
actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in the PRC. For example, in the PRC, there
are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside the PRC
or otherwise with respect to foreign entities. Although the local authorities in the PRC may establish a regulatory cooperation mechanism
with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such
regulatory cooperation with the securities regulatory authorities in the United States has not been efficient in the absence of mutual
and practical cooperation mechanism. According to Article 177 of the PRC Securities Law (Revised in 2019) which became effective in March
2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities and etc. within
the PRC. Accordingly, without the consent of the competent PRC securities regulators or other relevant authorities, no organization individual
may provide any documents and materials relating to securities business activities to overseas parties arbitrarily.

 Investors may experience difficulties in effecting service of legal
process, enforcing foreign judgments or bringing original actions in the PRC based upon U.S. laws, including the federal securities laws
or other foreign laws against the combined company and the officers and directors of the company and the combined company if we decide
to consummate our initial business combination with a target business based in and primarily operating in the PRC.

 There may be difficulties in effecting service of legal process, enforcing
foreign judgments or bringing actions in the PRC against us based on foreign laws. Our Chief Financial Officer, Coco Kou, resides in the
PRC and one of our directors, Mr. Wang, resides in Hong Kong. Also, if we decide to consummate our initial business combination with a
target business based and primarily operating outside of the U.S., it is possible that substantially all or a significant portion of combined
company's assets may be located outside of the United States and some of the combined company's officers and directors may
reside outside of the U.S. As a result, it may be difficult to effect service of process upon these officers and directors who reside
outside of the United States. Even with the proposed service of process, it may also be difficult to enforce judgments obtained in U.S.
courts based on the civil liability provisions of the U.S. federal securities laws against the officers and directors. In addition, there
is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against the officers and directors
predicated upon the civil liability provisions of the securities laws of the U.S. or any state. 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 Civil Procedure Law based either on treaties between the PRC and the country where the judgment is made or on
principles of reciprocity between jurisdictions. The PRC 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 by us against the officers or directors or the future combined company if they decide
that the judgment violates the basic principles of PRC laws or national sovereignty, security, or the 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. Furthermore, there would be
added costs and issues with bringing an original action in foreign courts against the combined company or the officers and directors to
enforce liabilities based upon the U.S. Federal securities laws, and they still may be fruitless.

 Item 1B. UNRESOLVED STAFF COMMENTS

 None.

 Item 1C. CYBERSECURITY

 We are a special purpose acquisition company with no business operations.
Since our Initial Public Offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.
Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program
or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from
cybersecurity threats, if there is any.

 On April 28, 2023, we identified a payment of $54,300 was incorrectly
made to an unauthorized payee as a result of a phishing attack. Our management team, at the direction of the board of directors, investigated
the matter and concluded that the phishing attack was an isolated incident perpetrated by an external source. With the assistance of our
bank, we were ultimately able to recover all of these funds on June 29, 2023. As a result of this phishing attack, we have implemented
additional controls related to vendor verification and additional review procedures of each payment made by several authorized individuals.

 Item 2. PROPERTIES

 Our principal executive offices are located at 4546 El Camino Real
B10 #715, Los Altos, California 94022, and our telephone number is (650) 720-5626. We consider our current office space adequate for our
current operations.

 Item 3. LEGAL PROCEEDINGS

 To the knowledge of our management, there is no litigation currently
pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

 Item 4. MINE SAFETY DISCLOSURES

 Not applicable.

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

 Market Information

 Our
Units began trading on The Nasdaq Global Market under the symbol "FORLU", on March 17, 2023. On May 11, 2023, we announced
that holders of our Units could elect to separately trade our Class A Common Stock and Warrants included in the Units. On May 12, 2023,
our shares of common stock and Warrants became available for separate trading on Nasdaq under the symbols "FORL," and "FORLW,"
respectively.

 Stockholders

 As of March 27, 2025, we had 2,722,903 outstanding shares of Class
A Common Stock, 1,355,250 outstanding shares of Class B Common Stock, 4 holders of record of our Class A Common Stock and 3 holders of
record of our Class B Common Stock.

 Unregistered Sales of Securities

 On May 31, 2022, our Sponsor purchased 2,156,250 Founder Shares for
an aggregate purchase price of $25,000. Subsequently, on August 26, 2022, the sponsor forfeited an aggregate of 287,500 shares for no
consideration, resulting in the sponsor holding an aggregate of 1,868,750 Founder Shares. Subsequently on March 16, 2023, the sponsor
forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in our Sponsor holding an aggregate of 1,495,000 Founder
Shares. Following the expiration of the underwriters' remaining over- allotment option on April 30, 2023, 139,750 Founder Shares
were forfeited.

 In conjunction with the consummation of our Initial Public Offering,
our Sponsor purchased 3,576,900 Private Placement Warrants at a price of approximately $1.00 per Private Placement Warrant, generating
total proceeds of $3,577,000. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

 Issuer Purchases of Equity Securities

 We did not repurchase any of our equity securities during the year
ended December 31, 2024.

 Item 6. [RESERVED]

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

 References to the "Company,"
"our," "us" or "we" refer to Four Leaf Acquisition Corporation, a Delaware Corporation. The following
discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.

 Cautionary Note Regarding Forward-Looking Statements

 This Annual Report on Form
10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these
forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject
to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar expressions. Such statements include, but
are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other
than statements of historical fact included 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.

 Risks and Uncertainties

 Results of operations and
the Company's ability to complete an initial business combination may be adversely affected by various factors that could cause
economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by
various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising
trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign,
trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods,
earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties
or deterioration in the U.S. and worldwide. Specifically, the conflict between Russia and Ukraine and the Israel-Hamas war and resulting
market volatility could adversely affect the Company's ability to complete a business combination. In response to the conflict between
Russia and Ukraine and Israel and Hamas, the U.S. and other countries have imposed sanctions or other restrictive actions which could
have a material adverse effect on the Company's ability to complete a Business Combination and the value of the Company's
securities. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude
or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The financial
statements do not include any adjustments that might result from the outcome of these uncertainties.

 Overview

 We are a blank check company
incorporated in Delaware on March 3, 2022, for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing
all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination
with a single operating entity, or one or more related or unrelated operating entities operating in any sector. We are an emerging growth
company and, as such, are subject to all the risks associated with emerging growth companies.

 On December 17,
2024, the Company entered into the Merger Agreement with Xiaoyu Dida Interconnect International Limited, a Cayman Islands exempted company
("Xiaoyu Dida"), Xiaoyu Dida Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida ("Merger
Sub 1"), and Xiaoyu Dida (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida ("Merger
Sub 2"). Upon the closing of the transactions contemplated by the Merger Agreement, (i) Merger Sub 1, will be merged with and into
the Company ("Merger 1"), with the Company being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida;
and (ii) immediately following the consummation of Merger 1, the Merger 1 Surviving Corporation will be merged with and into Merger Sub
2 ("Merger 2" and, collectively with Merger 1, the "Mergers"), with Merger Sub 2 being the surviving company and
becoming a wholly-owned subsidiary of Xiaoyu Dida.

 The below
description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety
by reference to the actual Merger Agreement, a copy of which is filed with the Current Report on Form 8-K filed on December 19, 2024,
as Exhibit 2.1.

 Immediately
prior to the Merger 1 Effective Time (as defined in the Merger Agreement): (i) each share of the Company's Class B common stock
shall be automatically converted into one share of the Company's Class A common stock in accordance with the terms of the Company's
Certificate of Incorporation (such automatic conversion, the "Company Class B Conversion") and each share of Class B common
stock shall no longer be outstanding and shall automatically be canceled, and each former holder of Class B common stock shall thereafter
cease to have any rights with respect to such shares; and (ii) each Unit, which consists of one share of Class A common stock and one
redeemable Public Warrant issued by the Company to purchase shares of Class A common stock at a price of $11.50 per whole share outstanding
immediately prior to the Merger 1 Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one share
of Class A common stock and one Public Warrant in accordance with the terms of the applicable Units (the "Unit Separation").

 Immediately
after giving effect to the Unit Separation and the Four Leaf Class B Conversion, at the Merger 1 Effective Time, each share of Class A
common stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than any shares of Class A common stock held
by the Company as treasury stock and any shares of Class A common stock subject to redemption) shall automatically be cancelled in exchange
for the right to receive, upon delivery of the applicable letter of transmittal (if any), one Class A ordinary share, par value of $0.00005 per
share, of Xiaoyu Dida (the "Xiaoyu Dida Class A Ordinary Shares") (the "Merger Consideration").

 At the Merger
1 Effective Time, each Warrant outstanding immediately prior to the Merger 1 Effective Time shall cease to be a warrant with respect to
the Class A common stock and shall be assumed by Xiaoyu Dida and converted into a Warrant to purchase one Xiaoyu Dida Class A Ordinary
Share (each, a "Xiaoyu Dida Warrant") pursuant to the terms of a warrant assignment, assumption and amendment agreement to
be entered into between the Company, Xiaoyu Dida and CST (the "Warrant Assumption Agreement"). Each Xiaoyu Dida Warrant shall
continue to have and be subject to substantially the same terms as were applicable to the Company's Warrants in effect immediately
prior to the Merger 1 Effective Time under the terms of that certain Warrant Agreement, dated March 16, 2023, by and between the
Company and CST, as warrant agent (including any repurchase rights and cashless exercise provisions). At or prior to the Merger 1 Effective
Time, Xiaoyu Dida shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so
long as any of the Xiaoyu Dida Warrants remain outstanding, a sufficient number of Xiaoyu Dida Class A Ordinary Shares for delivery upon
the exercise of Xiaoyu Dida Warrants after the Merger 1 Effective Time.

 The parties
to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties
to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants
with respect to the conduct of Xiaoyu Dida, the Company and their respective subsidiaries during the period between execution of the Merger
Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Merger Agreement will
terminate at Closing, except for those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the
parties to the Merger Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things necessary
to consummate and expeditiously implement the Mergers.

 Under the
Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, without limitation: (i) receipt of the Company's stockholder approval and
Xiaoyu Dida stockholder approval; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit
or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental
Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice (as defined in the Merger Agreement),
shall have been made or obtained; (v) the effectiveness of the Registration Statement under the Securities Act; (vi) the Company having
at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (vii) the
common stock of Xiaoyu Dida to be issued pursuant to the Merger Agreement being listed or having been approved for listing on Nasdaq;
(viii) solely with respect to the Company (A) the representations and warranties of Xiaoyu Dida being true and correct to applicable standards
in the Merger Agreement and each of the covenants of Xiaoyu Dida having been performed or complied with in all material respects, and
(B) since the date of the Merger Agreement there not having been a material adverse effect on Xiaoyu Dida that is continuing; and (ix)
solely with respect to Xiaoyu Dida, (A) the representations and warranties of the Company being true and correct to applicable standards
in the Merger Agreement and each of the covenants of the Company having been performed or complied with in all material respects, (B)
since the date of the Merger Agreement there not having been a material adverse effect on the Company that is continuing, and (C) the
effective resignations of certain directors and executive officers of the Company. The Merger Agreement does not include a minimum cash
condition. Because the parties' obligations to consummate the Merger are subject to the satisfaction or waiver of these, and other,
conditions, there is no guarantee that the Merger will be consummated.

 The Merger
Agreement may be terminated under certain customary and limited circumstances at any time prior to the Effective Time as follows:

 (i)
 by mutual written consent of the Company and Xiaoyu Dida;

 (ii)
 by either the Company or Xiaoyu Dida if the Closing is not consummated
on or before December 31, 2025 (the "Outside Date"), provided that the failure to consummate the Closing by the Outside
Date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions
to close not being satisfied;

 (iii)
 by either the Company or Xiaoyu Dida if the other party has breached
any of its covenants or representations and warranties such that closing conditions would not be satisfied at the Closing (subject to
a 30-days cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it
has breached in any material respect its obligations set forth in the Merger Agreement;

 (iv)
 by either the Company or Xiaoyu Dida if any Order (as defined in
the Merger Agreement) having the effect of prohibiting or preventing the consummation of the Closing shall be in effect and shall have
become final and non-appealable; provided, however, that the right to terminate this shall not be available to a party if such Order was
due to such party's breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in
the Merger Agreement;

 (v)
 by either the Company or Xiaoyu Dida if the CSRC Filing Notice has
not been obtained by the Outside Date;

 (vi)
 by either Company or Xiaoyu Dida if Company stockholder approval
shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment
or postponement thereof; or

 (vii)
 by the Company if Xiaoyu Dida shareholder approval shall not have
been obtained by reason of the failure to obtain the required vote at the general meeting duly convened therefor or at any adjournment
or postponement thereof.

 If the Merger
Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or further obligation under the Merger
Agreement.

 Our sponsor is ALWA Sponsor
LLC (the "Sponsor"), a Delaware limited liability company.

 The registration statement
for the Company's initial public offering ("IPO") was declared effective on March 16, 2023. On March 16, 2023, the Company
consummated its IPO of 5,200,000 units ("Units"). On March 17, 2023, the underwriters partially exercised their over-allotment
option and purchased 221,000 additional Units. Each Unit consists of one share of Class A common stock, $0.0001 par value per share ("Class
A common stock" or "Public Shares"), and one redeemable warrant exercisable into one share of Class A common stock at
an exercise price of $11.50 per share ("Public Warrant"). The Units were sold at an offering price of $10.00 per Unit, generating
total gross proceeds of $54,210,000.

 Simultaneously with the consummation
of the IPO and the sale of the Units, the Company consummated the private placement ("Private Placement") of 3,576,900 warrants
("Private Placement Warrants") to the Sponsor at a price of approximately $1.00 per Placement Warrant, generating total proceeds
of $3,577,000.

 Transaction costs amounted
to $4,019,087 consisting of $2,710,500 of underwriting commissions, the Representative Shares (as defined below), and $1,038,067 of other
offering costs. At the IPO date, cash of $974,028 was held outside of the Trust Account (as defined below) and is available for the payment
of the Note (as defined herein) when necessary, payment of accrued offering costs and for working capital purposes.

 In conjunction with this Public
Offering, the Company issued to the underwriter 54,210 shares of Class A common stock for nominal consideration (the "Representative
Shares"). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification ("ASC")
718, "Compensation—Stock Compensation" ("ASC 718") was included in the offering costs. The estimated fair
value of the Representative Shares as of the IPO date totaled $270,520.

 Following the closing of the
IPO, an amount of $55,836,300 ($10.30 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private
Placement Warrants was placed in a trust account (the "Trust Account"), to be invested in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"),
with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds
held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released
from the Trust Account until the earlier of: (a) the completion of the Company's initial business combination, or (b) the redemption
of the Company's Public Shares if the Company is unable to complete its initial business combination in the prescribed time frame.

 The Company's management
has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although
substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance
that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business
combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the taxes payable
on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the initial
business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act 1940.

 In connection with any proposed
initial business combination, the Company will either: (1) seek stockholder approval of such initial business combination at a meeting
called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed
business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net
of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer
(and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit
in the Trust Account (net of taxes payable), in each case subject to the limitations described herein.

 If the Company engages in
a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than a pro
rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination
or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company's
discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would
otherwise require us to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company
in a tender offer, it will file tender offer documents with the U.S. Securities and Exchange Commission ("SEC") which will
contain substantially the same financial and other information about the initial business combination as is required under the SEC's
proxy rules.

 The Company will proceed with
a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination
and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business

 If a stockholder vote is not
required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant
to its third amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation"), conduct the
redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a business

 If, however, stockholder approval
of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal 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. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction.

 Notwithstanding the foregoing
redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions
in connection with its initial business combination pursuant to the tender offer rules, the Certificate of Incorporation will provide
that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO
("Excess Shares"). However, the Company's stockholders will not be restricted to vote all of their shares (including
Excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions
with respect to the Excess Shares if the Company completes the initial business combination.

 The Company's Sponsor,
officers and directors (collectively, the "Initial Stockholders") have agreed not to propose any amendment to the Certificate
of Incorporation that would affect the Company's public stockholders' ability to convert or sell their shares to the Company
in connection with a business combination as described herein or 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 May 22, 2025 (or
June 22, 2025 if the additional extensions options are exercised by the Company) unless the Company provides its public stockholders with
the opportunity to convert their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company
but net of franchise and income taxes payable up to the interest income from the Trust Account, divided by the number of then outstanding
public shares.

 Initial
Extension of Period to Complete Initial Business Combination

19, 2024, the Company extended the period of which it is able to consummate an initial business combination by a period of three months,
or until June 22, 2024 (the "Initial Extension"). In connection with the Initial Extension, the Company's sponsor deposited
an aggregate of $542,100 into the Company's Trust Account, in return for a convertible note (the "Extension Note"),
included in the convertible note – related party balance as of December 31, 2024 (see Note 5). If the Company does not consummate
a business combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to
the extent that there are funds available to the Company outside of the Trust Account. The Initial Extension was the first of the two
three-month Extensions permitted under the Company's governing documents.

 2024
Special Meeting of the Stockholders

 On June
18, 2024, the Company convened a special meeting of stockholders (the "2024 Special Meeting"), at which the Company's
stockholders approved the amendment to the Company's Charter to provide the Company's board of directors with the right to
extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the
"Extension") (the "2024 Extension Amendment Proposal"). The Company also entered into an amendment (the "2024
Trust Amendment" and together with the 2024 Extension Amendment Proposal, the "2024 Charter Amendment Proposals") to
the Trust Agreement. The Trust Amendment, as amended, allows the Company to extend the Combination Period up to an additional twelve (12)
times for one (1) month each time from June 22, 2024 to June 22, 2025 by depositing into the Trust Account, for each one-month extension,
$75,000 (the "Extension Payment").

 In connection
with the 2024 Charter Amendment Proposals, the holders of the Company's public shares were given the opportunity to redeem their
public shares for a pro rata share of the funds on deposit in the Trust Account, including any interest earned on the Trust Account deposits
(net of taxes payable), divided by the number of then outstanding public shares. Stockholders holding 2,752,307 Public Shares exercised
their right to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. As a result, approximately
$30.2 million (approximately $10.97 per share) were removed from the Company's Trust Account to pay such redeeming stockholders.

 On June 20, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until July 22, 2024 (the "First 2024
Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On July 16, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until August 22, 2024 (the "Second
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On August 16, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until September 22, 2024 (the "Third
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On September 18, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until October 22, 2024 (the "Fourth
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On October 17, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until November 22, 2024 (the "Fifth
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On November 16, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until December 22, 2024 (the "Sixth
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On December 20, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until January 22, 2025 (the "Seventh
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On January 16, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until February 22, 2025 (the "First
2025 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On February 20, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until March 22, 2025 (the "Second 2025
Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On March 20, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until April 22, 2025 (the "Third 2025
Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 On April 21, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until May 22, 2025 (the "Fourth 2025
Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $75,000 into the Company's

 If the Company is unable to complete an initial
business combination by May 22, 2025 (or June 22, 2025 if the additional extensions are afforded to the Company under the terms of the
Extension), 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 shares of Class A common stock subject to possible redemption,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account (less any income or franchise tax obligations and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding shares of Class A common stock, which redemption will completely extinguish
public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors,
liquidate and dissolve, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.

Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common
stock held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the Initial
Stockholders acquire public shares in or after the IPO date, they will be entitled to liquidating distributions from the Trust Account
with respect to such public shares if the Company fails to complete a business combination within the prescribed time frame. The underwriter
has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company
does not complete a business combination within the Combination Period, and, in such event, such amounts will be included with the other
funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).

 In order
to protect the amounts held in the Trust Account, the 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) $10.30 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 due to reductions in the
value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect
to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims
under the Company's indemnity of the underwriter of the IPO 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 Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will
seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers (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.

 Liquidity, Capital Resources and Going Concern

 At December 31, 2024, we had cash of $28,407 and
a working capital deficit of $3,334,790, excluding the franchise and income tax liabilities, as these tax liabilities will be paid using
the dividend and interest income earned in the Trust Account.

 We have neither engaged in any operations nor
generated any revenues to date. Our only activities from March 3, 2022 (inception) to December 31, 2024 were organizational activities
and those necessary to consummate the IPO and identify a target company for a business combination. We do not expect to generate any operating
revenues until after the completion of our business combination. We have generated and expected to generate non-operating income in the
form of dividend and interest income on marketable securities held in the Company's Trust Account. We have incurred and expect to
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.

 Our liquidity needs prior to the consummation
of the IPO were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and loans from our Sponsor. Subsequent
to the consummation of the IPO, the Company's liquidity needs have been and will continue to be satisfied through the net proceeds
held outside of the Trust Account from the consummation of the IPO and the Private Placement, and the Working Capital Loans provided by
the Sponsor (see below). In order to finance the Company's operations as well as transaction costs in connection with an initial
business combination, our Sponsor, an affiliate of our Sponsor, or certain of our officers and directors or their affiliates may, but
are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). The Working Capital Loans are to
be repaid upon consummation of a business combination, without interest, or, at the lender's option, up to $2,000,000 of the outstanding
Working Capital Loans are convertible into warrants at a price of $1.00 per warrant. As of December 31, 2024, we had $2,195,100 of outstanding
Working Capital Loans from our Sponsor.

 As of December 31, 2024, we had cash equivalents
in the form of marketable securities in the Trust Account of $30,124,557. We intend to use substantially all of the funds held in the
Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions of $1,897,350)
to complete its initial business combination, to the extent that our capital stock or debt is used, in whole or in part, as consideration
to complete its initial business combination. We may also withdraw dividend and interest income earned in the Trust Account to pay income
and franchise taxes.

year ended December 31, 2024, the Company withdrew $1,031,029 of interest and dividend income earned in the Trust Account for payment
of the Company's franchise and income tax liabilities. As of December 31, 2024, $99,006 of the funds were inadvertently used for
the payments of general operating expenses. The Company is expected to replenish these amounts via a Working Capital Loan from its Sponsor
or another similar type of financing.

 The Initial Stockholders have agreed not to propose
any amendment to our Certificate of Incorporation that would affect our public stockholders' ability to convert or sell their shares
to us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100%
of our Public Shares if we do not complete a business combination by May 22, 2025 (or June 22, 2025 if the additional extension options
are exercised by the Company) unless we provide our public stockholders with the opportunity to redeem their shares of Class A common
stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by
the number of then outstanding Public Shares.

 The $28,407 held outside of the Trust Account as
of December 31, 2024 will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these
financial statements, assuming that a business combination is not consummated during that time. Giving effect to the 2024 Charter Amendments
discussed above, the Company has until May 22, 2025 (or June 22, 2025 if the additional extension options are exercised by the Company),
to complete an initial business combination, subject to the Company making the required Trust Account deposits. If an initial business
combination is not consummated by May 22, 2025 (or June 22, 2025 if the additional extension options are exercised by the Company), there
will be a mandatory liquidation and subsequent dissolution of the Company. The Company may need to raise additional capital through loans
or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company's officers, directors
and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable
in their sole discretion, to meet the Company's working capital needs and provide for the required monthly extension Trust Account
deposits. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital,
it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing
operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance
that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about
our ability to continue as a going concern, assuming a business combination is not consummated. Our financial statements do not include
any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should
the Company be unable to continue as a going concern.

 We believe that the proceeds raised in the IPO
and the funds potentially available from loans from the Sponsor or any of their affiliates will be sufficient to allow us to meet the
expenditures required for its activities until a business combination is complete. However, if the estimate of the costs of identifying
a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount
necessary to do so, we may have insufficient funds available to operate our business prior to the initial business combination. Moreover,
we may need to obtain additional financing either to complete the initial business combination or because we become obligated to redeem
a significant number of Public Shares upon completion of the initial business combination, in which case we may issue additional securities
or incur debt in connection with such initial business combination.

 Results of Operations

 Since the IPO, the Company's activity has
been limited to the search for a prospective initial business combination. The Company will not generate any operating revenues until
the closing and completion of an initial business combination, at the earliest.

 For the year ended December 31, 2024, the Company
had net income of $403,264, which was primarily related to $2,219,106 of dividend and interest income earned in the Trust Account, offset
by $1,363,048 of formation and operating costs and $452,794 of income tax expense. For the year ended December 31, 2023, the Company had
a net income of $834,785, which was primarily related to $2,227,437 of dividend and interest income earned in the Trust Account and $134,583
gain related to the change in fair market value of the over-allotment liability, offset by $1,083,245 of formation and operating costs
and $443,990 of income tax expense.

 Formation and operating costs increased during
the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily due to the increases in accounting and legal
expenses. The dividend and interest income decreased for the year ended December 31, 2024 as compared to the year ended December 31, 2023
due to the redemptions that occurred on June 18, 2024. The decrease related to the change in fair value of the over-allotment liability
during the year ended December 31, 2024 compared to the year ended December 31, 2023 was due to the over-allotment option being expired
as of April 30, 2023. This resulted in a gain and increased net income during the year ended December 31, 2023. Income tax expense for
the year ended December 31, 2024 remained relatively similar to the prior year in line with the dividend and interest income earned in
the Trust Account.

 Commitments and Contractual Obligations

 Registration Rights

 The holders of the Founder Shares, Private Placement
Warrants, warrants that may be issued upon conversion of up to $2,000,000 of Working Capital Loans, any shares of Class A common stock
issuable upon the exercise of the Private Placement Warrants and Class A common stock issuable upon conversion of the Founder Shares,
are entitled to registration rights pursuant to a registration rights agreement signed at the effective date of the IPO, requiring the
Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The
holders of the majority of these securities are entitled to make up to three demands, excluding short form demands that the Company register
such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements
filed subsequent to the completion of the initial business combination and rights to require us to register for resale such securities
pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement
provisions resulting from delays in registering securities.

 Underwriting Agreement

 $1,897,350 in the aggregate (reflecting the partial
exercise by the underwriter of its over-allotment option), will be payable to the underwriter for deferred underwriting commissions. The
deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes
an initial business combination, subject to the terms of the underwriting agreement.

 Administrative Support Agreement

 On March 22, 2023, the Company entered into the
administrative support agreement under which it pays the Sponsor a total of $10,000 per month, up until the completion of the Company's
initial business combination or liquidation, for secretarial and administrative services. The Company's expenses related to the
administrative support agreement were $120,000 and $90,000 for the years ended December 31, 2024 and 2023, respectively. Upon completion
of the initial business combination or the Company's liquidation, the Company will cease paying these monthly fees. As of December
31, 2024 and 2023, $182,180 and $62,180, respectively, of amounts due to the Sponsor under the Administrative Support Agreement remain
unpaid and are included in Due to Related Party on the balance sheets.

 Critical Accounting Policies and Estimates

 The preparation of the financial statements in
conformity with U.S. GAAP requires 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. Significant assumptions include the fair
value of the Company's Public Warrants and Representative Shares at their issuance dates, the valuation of the over-allotment option
provided to the underwriters and the excise tax liability in connection with redemption of Class A common stock. Actual results could
differ from those estimates

 Derivative Financial Instruments

 The Company issued warrants to its investors,
and the over-allotment option to the underwriter. The Company accounts for financial instruments as either equity-classified or liability-classified
instruments based on an assessment of the specific terms of the instruments 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 instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to
the Company's own stock and whether the holders of the instruments could potentially require "net cash settlement" in
a circumstance outside of the Company's control, among other conditions for equity classification.

 At the IPO date, the Public Warrants and Private
Placement Warrants were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815
based on current expected terms, which are subject to change. The over-allotment option was accounted for as a liability under ASC 480,
as it is an option exercisable into redeemable shares.

 Common Stock Subject to Possible Redemption

 The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified
as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company's control) are classified as temporary equity. At all other times, common stock is classified as stockholders'
equity. The Company's Class A common stock sold as part of the IPO, feature certain redemption rights that are considered to be
outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject
to possible redemption are classified as temporary equity and are accreted from the initial carrying amount to the redemption value over
the period from the date of issuance to the earliest redemption date of the instrument on a straight-line basis. Subsequent to the IPO
date, the accretion also includes the dividend and interest income earned in the Trust Account in excess of income and franchise taxes.

 The change in the carrying value of Class A common
stock subject to possible redemption resulted in charges against additional paid-in capital. Subsequent to the IPO date, the Company accretes
a portion of the accretion that reflects a redemption in excess of fair value, extension deposits made into the Trust Account and dividend
and interest income earned in the Trust Account in excess of income and franchise taxes.

 Recent Accounting Standards

 In August 2020, the FASB issued ASU 2020-06, Debt—Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity's Own Equity (Subtopic
815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This guidance changes how entities account
for convertible instruments and contracts in an entity's own equity and simplifies the accounting for convertible instruments by
removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share
calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December
15, 2023, but allows for early adoption. The Company adopted ASU 2020-06 on January 1, 2024 which had no impact on its financial statements.

 In December 2023, the FASB issued ASU 2023-09
"Income Taxes (Topic 740): Improvements to Income Tax Disclosures," that addresses requests for improved income tax disclosures
from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for
fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods
presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the
adoption of this standard will have on its financial statements.

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

 JOBS Act

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

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

 Inflation Reduction Act of 2022

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the "IRA") was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax
on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its
shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

 On December 27, 2022, the U.S. Department of the
Treasury issued Notice 2023-2 (the "Notice") as interim guidance until publication of forthcoming proposed regulations on
the excise tax. Although the guidance in the Notice does not constitute proposed or final Treasury regulations, taxpayers may generally
rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations. Certain of the forthcoming proposed
regulations (if issued) could, however, apply retroactively. The Notice generally provides that if a covered corporation completely liquidates
and dissolves, distributions in such complete liquidation and other distributions by such covered corporation in the same taxable year
in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

 Because any redemptions of our stock in connection
with a business combination, extension vote or otherwise will occur after December 31, 2022, the redemptions that take place after that
date, including the redemption on June 18, 2024 in connection with the 2024 Special Meeting, may be subject to the excise tax. Whether
and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors,
including (i) the fair market value of the such redemptions, together with any other redemptions or repurchases we consummate in the same
taxable year, (ii) the structure of any business combination and the taxable year in which it occurs (including redemptions in connection
with the Special Meeting), (iii) the nature and amount of any equity issuances, in connection with a business combination or otherwise,
issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and
(v) legal uncertainties regarding how the excise tax applies to transactions like the business combination (and, if applicable, a complete
liquidation and dissolution of the Company) and the content of final and proposed regulations and further guidance from the Treasury.
The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete
a business combination. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for the excise
tax that may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any funds
from the trust account to pay any such excise tax.

 On June 18, 2024, the Company's stockholders
redeemed 2,752,307 Class A common stock shares for a total of $30,194,356. The Company evaluated the current status and probability of
the excise taxes becoming payable under the guidance in ASC 450, Contingencies, and determined that a contingent liability should
be calculated and recorded. During the year ended December 31, 2024, the Company incurred $301,944 excise tax liability related to the
June 18, 2024, redemptions. The excise tax liability totaled $301,944 and $0 as of December 31, 2024 and 2023, respectively.

 Founder

 In May 2022,
the Sponsor paid $25,000, or approximately $0.011 per share, to cover certain offering costs in consideration for 2,156,250 shares of
Class B common stock, par value $0.0001 (the "Founder Shares" or "Class B common stock"). On May 10, 2022, the
Sponsor surrendered 287,500 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 1,868,750
Founder Shares. On August 26, 2022, the Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla and Stephen Markscheid, each
of which are members of the Company's Board of Directors (Note 8). The awards will vest simultaneously with the closing of an initial
business combination, provided the director has continuously served on the Company's Board of Directors through the closing of such
initial business combination. On March 16, 2023, the Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting
in the Sponsor and directors holding an aggregate of 1,495,000 Founder Shares. Up to 195,000 of the Founder Shares were subject to forfeiture
to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration date on April 30, 2023.

17, 2023, upon the partial exercise their over-allotment option by the underwriters, the forfeiture lapsed for 55,250 Founder Shares.
Following the expiration of the underwriters' remaining over- allotment option on April 30, 2023, the remaining 139,750 Founder
Shares were forfeited, resulting in the Sponsor and directors holding an aggregate of 1,355,250 Founder Shares.

 Private
Placement

16, 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants
(each a "Private Placement Warrant") at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500.

17, 2023, the underwriters partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement
Warrants, generating an additional $127,500 in gross proceeds.

 Each Private
Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the Private
Placement of the Private Placement Warrants funded the trust account, IPO issuance costs and the operations prior to the business combination.
If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments
from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private
Placement Warrants will be worthless (see Note 7).

 Working
Capital Loans

 In order
to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the
Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital
Loans"). If the Company completes a business combination, the Company will repay the Working Capital Loans. Up to $2,000,000 of
such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the Company's
initial business combination. 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.

year ended December 31, 2024, the Company received from the Sponsor $1,923,100 in Working Capital Loans, of which $856,100 was utilized
for working capital needs, $542,000 was utilized to fund the Initial Extension and $525,000 was utilized to fund the First 2024 Monthly
Extension, Second 2024 Monthly Extension, Third 2024 Monthly Extension, Fourth 2024 Monthly Extension, Fifth 2024 Monthly Extension,
Sixth 2024 Monthly Extension and Seventh 2024 Monthly Extension. The Working Capital Loans are to be repaid upon the consummation of
a business combination, without interest, or, at the lender's option, up to $2,000,000 of the outstanding Working Capital Loans
are convertible into Private Placement Warrants at a price of $1.00 per warrant. As of December 31, 2024 and 2023, the Company had $2,000,000
and $272,000, respectively, of outstanding Working Capital Loans from the Sponsor, included in Convertible note – related party
in the accompanying balance sheets. As of December 31, 2024 and 2023, the Company had $191,100 and $0 respectively, included in Promissory
note – related party in the accompanying balance sheets.

 Administrative
Support Agreement

 On March 22, 2023, the Company entered into the
administrative support agreement under which it pays the Sponsor a total of $10,000 per month, up until the completion of the Company's
initial business combination or liquidation, for secretarial and administrative services. The Company's expenses related to the
administrative support agreement were $120,000 and $90,000 for the years ended December 31, 2024 and 2023, respectively. Upon completion
of the initial business combination or the Company's liquidation, the Company will cease paying these monthly fees. As of December
31, 2024 and 2023, $182,180 and $62,180, respectively, of amounts due to the Sponsor under the Administrative Support Agreement remain
unpaid, and are included in Due to Related Party on the Company's balance sheets.

 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 This information appears following Item 16 of this Report and is incorporated
herein by reference.

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

 Not applicable.

 Item 9A. CONTROLS AND PROCEDURES

 Limitations on Effectiveness of Controls and
Procedures

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

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual
Report, 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
our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management
evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer (our "Certifying Officers"),
the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange
Act. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by
this Annual Report, our disclosure controls and procedures were not effective due to a material weakness in internal controls over financial
reporting related to the Company's review and approval of cash disbursements.

 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, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. 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.

 Management assessed the effectiveness of our internal
control over financial reporting at December 31, 2024. 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 these assessments and those criteria and the material weakness discussed below, management concluded that our internal
controls over financial reporting were not effective as of December 31, 2024.

 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.

 Previously Identified Material Weakness

 During the third quarter of 2024, the Company
withdrew $464,229 of interest and dividend income earned in the Trust Account (the "Withdrawn Trust Funds"). Such Withdrawn
Trust Funds were restricted for payment of the Company's tax liabilities as provided in the Company's certificate of incorporation
and the terms of the Trust Agreement. During the third quarter of 2024, the Company mistakenly used $110,269 of the Withdrawn Trust Funds
for the payments of general operating expenses counter to the terms of the Trust Agreement. As a result of the foregoing, management concluded
that the existing control structure failed and that a material weakness exists in our internal control over financial reporting related
to the review and approval of cash disbursements. As of December 31, 2024, $99,006 of the funds had yet to be replenished to the Company's
cash or trust accounts.

 To address this material weakness management has
devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control
over financial reporting.

 The Company implemented additional controls related to vendor
verification.

 The Company implemented additional reviews of each payment
made by several authorized individuals.

 The Company is in the process of opening a separate bank
account to segregate the funds that are restricted as to their use from those that can be utilized for working capital needs.

 We can offer no assurance that these initiatives
will ultimately have the intended effects.

 Changes in Internal Control Over Financial
Reporting

 Other than changes that have resulted from the
material weakness remediation activities noted above, there has been no change in the internal control over financial reporting, during
the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the internal control
over financial reporting.

 Item 9B. OTHER INFORMATION

 During the quarter and fiscal year ended December 31, 2024, no director
or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
Item 408(a) of Regulation S-K.

 Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Officers and Directors

 Our officers and directors are as follows:

 Name

 Age

 Position

 Bala Padmakumar

 Interim Chief Executive Office and Chairman of the Board

 Coco Kou

 Executive Vice President and Director

 Robert de Neve

 Chief Financial Officer

 Alvin Wang

 Stephen Markscheid

 Rahul Mewawalla

 Bala Padmakumar, Interim Chief Executive Office and Chairman

 Bala Padmakumar has been a member of our board of directors since 2022.
Mr. Padmakumar is a broad based entrepreneur and technologist with a strong background in strategic partnerships, product and business
development, technology and operations, private equity, and venture capital environments. Since August 2020, Mr. Padmakumar has been a
partner at Advantary LLC, where he specializes in business development and advises on strategic matters. Since September 2021, Mr. Padmakumar
has also served as Chief Executive Officer and Chairman of Monterey Capital Acquisition Corporation, a newly organized blank check company
formed for the purpose of effecting a business combination, which is intended to on businesses in the clean transition sector. From July
2016 to December 2021, Mr. Padmakumar also advised on deal flow and provided operational support to portfolio companies for a fund set
up to support SK Telecom Co., Ltd.'s strategic interests. From 2011 to October 2020, Mr. Padmakumar was the Chief Executive Officer
at Amperics, Inc., a developer and vendor of high energy density ultracap hybrid storage systems. Mr. Padmakumar also has extensive experience
in the clean energy sectors, having been an advisor to Lionrock Batteries Ltd., which creates flexible batteries and high performance
separator technology since 2019, an advisor to the board and CEO of Hyperscale Data Center Company, a company focused on energy usage
efficiency in hyperscale data centers from 2018 to 2020, and an advisor to the chairman of Advanced Systems Automation Limited in Singapore,
where he advised on issues surrounding urban transportation, High Energy Density Li Ion battery (NMC technology) and 3D printing technology
from 2017 to 2019. Mr. Padmakumar also has broad experience advising on capital raising and corporate strategy, serving as a mentor to
OneValley Inc., a global entrepreneurship platform for individuals, startups, and corporations seeking innovation and accelerated growth,
and as an advisor to several early stage companies from audio technologies to SaaS products. Mr. Padmakumar has a Bachelor's Degree
in Technology from the University of Madras in Chemical Engineering and a Master of Science Degree in Chemical Engineering from Stanford
University.

 Directorships of listed companies in the past five years: Current —
Monterey Capital Acquisition Corporation (since 2022).

 Coco Kuo, Chief Financial Officer

 Ms. Coco Kuo, our Chief Financial Officer since 2022, is a certified
public accountant and experienced finance executive with a demonstrated history of working in accounting and finance functions across
industries. Previously, Ms. Kou served as the Chief Financial Officer of Xynomic Pharmaceuticals Holdings, a research and development
company, from 2019 through 2021. Prior to that, Ms. Kou served as Chief Financial Officer of Salion Food Condiment Limited, a food condiment
research and manufacturing company, from 2017 through 2018. Ms. Kou also has over 10 years of experience in public accounting at Deloitte
LLP and Marcum Asia CPAs LLP (formerly known as Marcum Bernstein & Pinchuk LLP). Through her education and business experience, Ms.
Kou has developed strong skills in Risk Management, Corporate Finance, Accounting, Venture Capital and Sarbanes-Oxley Act compliance.
Ms. Kou's educational experiences include an EMBA-GLOBAL ASIA focused in EMBA from Columbia Business School, London Business School
and Hong Kong University.

 Robert de Neve, Chief Strategy Officer

 Robert de Neve, our Chief Strategy Officer since 2022, is a skilled
executive and investor with broad experience advising companies across the technology industry. Mr. de Neve has over 45 years of experience
as an engineer, entrepreneur, executive, lecturer and investor in Silicon Valley. Since 2007, Mr. de Neve has served as the General Partner
at NextPhase Ventures, a venture capital, private equity business advisory firm that provides solutions to technology companies. Starting
in 2020, Mr. de Neve took on the additional role of Managing Director of Cooperate Strategy & New Ventures at Applied Manufacturing
Group, an OEM level, product lifecycle-based company that provides engineering and manufacturing solutions to aerospace, defense, semiconductor,
bio-med and automation industries. Mr. de Neve's previously experience includes Founder & CEO at the accelerator/integrator
BriteLab, EVP & General Manager at Brooks-PRI Automation, a semiconductor manufacturer, VP of Operations at robot maker Equipe Technologies,
NPI Manager & Engineer at KLA-Tencor, a capital equipment company, Accelerator Technologist at Stanford Linear Accelerator Center,
a United States Department of Energy National Laboratory operated by Stanford University, and a instructor/mentor at Draper University,
Carnegie-Mellon, Thiel Foundation and UCSC. Robert is a six-time honoree of the INC. Fast 500 and a seven-time honoree of SVBJ's
Fast 50 achieving a #1 win in 1996. He currently sits on the Board of Directors of Evolve Manufacturing Technologies Inc., Anybots Inc,
Embolx Inc., Mettle Machine Inc. and Applied Manufacturing Group. and the Industrial Advisory Board of the US Department of Commerce's
Advanced Manufacturing Technology Work Force Development Initiative. Mr. de Neve has executive management experience supporting two significant
exits valued at over $700 million, a $240 million sale of Equipe to PRI, and a $475 million sale of PRI to Brooks. He is currently engaged
in a series of academic research projects in Advanced Business and Productization Systems and is a graduate of the Project & Program
Management Certificate Program at UC Santa Cruz and the Contemporary Optics & Lens Design Certificate Program at University of Rochester.
Robert also studied Laster Technology at San Jose City College and Electronics Engineering Technology at Cogswell Polytechnic College.

 Alvin Wang, Director

 Alvin Wang has been a member of our board of directors since 2022.
Since 2019, Mr. Wang has served as a Managing Director of FocalPoint Partners LLC, a Los Angeles based investment banking firm. Mr. Wang
has developed extensive transaction and valuation experience across a wide spectrum of industries including TMT, retail, healthcare industrial
and renewable energy. Prior to joining FocalPoint Partners LLC, from 2017 to 2019, Mr. Wang was a Managing Director at VSA Capital, a
London, UK based investment banking firm which specializes in energy and renewable energy investment banking business. Prior to his time
at VSA Capital, Mr. Wang also held positions at Duff and Phelps and Houlihan Lokey, both of which are U.S. headquartered, global financial
advisory and investment banking firms, providing service in connection with merger and acquisition, joint ventures, fairness opinions
and going private transactions. Mr. Wang has a Master of Science in Finance from Boston College and a Master's Degree in Economics
from Northeastern University.

 Stephen Markscheid, Director

 Stephen Markscheid has been a member of our board of directors since
2022. Mr. Markscheid is Managing Principal of Aerion Capital, a family office.

 From 1998-2006, Mr. Markscheid worked for GE Capital, the financial
services division of General Electric. During his time with GE Capital, Mr. Markscheid led GE Capital's business development activities
in China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE Capital, Mr. Markscheid worked with the Boston Consulting
Group throughout Asia. Mr. Markscheid earned a BA in East Asian Studies from Princeton University in 1976, an MA in international affairs
from Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian.

 Directorships of listed companies
in the past five years: Current — JinkoSolar Holdings Co. Ltd. (since 2009); Four Leaf Acquisition Corporation (since 2023); Richtech
Robotics Inc. (since 2023); ConnectM Corporation (since 2024), Charlton Aria Acquisition Corporation (since 2024); Aifeex Nexus Acquisition
Corporation (since 2024) Former — Fanhua Inc. (2007-2024), Cenntro Inc. (2023-2024), TKK Symphony Acquisition Corporation (2018-2022);
Akso Health Group (2017-2022), Monterey Capital Acquisition Corporation (2022-2024); Tristar Acquisition Corp. (2023-2024)

 Rahul Mewawalla, Director

 Rahul Mewawalla has been a member of our board of directors since 2022.
Mr. Mewawalla is a technology, digital, product, and business leader with extensive strategic and operational leadership expertise
across technology, internet, artificial intelligence, computing, telecom, financial services, and digital markets. He has held several
executive leadership roles, and currently serves as Chief Executive Officer and President of Mawson Infrastructure Group Inc. (NASDAQ:
MIGI), a technology and digital infrastructure company, and previously served as Chief Executive Officer and President of Xpanse Inc.,
a technology, software and fintech company and as Chief Digital Officer and Executive Vice President, Platforms and Technology Businesses
at Freedom Mortgage Corporation, a national financial services company from 2020 to 2021, as Chief Executive Officer and President at
Zenplace Inc., a technology platforms and software company from 2014 to 2020, as Vice President at Nokia Corporation (NYSE: NOK), a global
technology and telecom company from 2010 to 2012, as Vice President at General Electric Company (NYSE: GE)'s NBCUniversal, a global
digital platforms, media, and diversified company from 2008 to 2010, and as Senior Director at Yahoo! Inc. (formerly NASDAQ: YHOO), a
global internet and technology company from 2005 to 2008. In addition to his executive leadership roles, Mr. Mewawalla also serves
and has previously served as a board director with several NASDAQ-listed public companies. He previously served as a board director at
SOS Children's Villages USA, a philanthropic organization. Mr. Mewawalla has also served as Senior Advisor to the San Francisco
Mayor's Office on Innovation, as an Advisor to Stanford University's Persuasive Technology Lab, and as Committee Chair of
the VC TaskForce SIG on Systems and Services. Mr. Mewawalla earned a BBS from the University of Delhi and an MBA from the Kellogg
School of Management at Northwestern University.

 Directorships of listed companies in the past five years: Current
– Phunware, Inc. (NASDAQ: PHUN), as a director as well as a member of the Nominating and Governance Committee, Chair of the Audit
Committee and an Audit Committee Financial Expert, as a member of Compensation Committee, of which he was previously Chair, and as the
Chairman of the Board of Directors (director since 2021); Mawson Infrastructure Group (NASDAQ: MIGI) (director since 2023); Former –
Lion Group Holding (NASDAQ: LGHL) and as a member of the Audit Committee (2022 to 2024); Aquarius II Acquisition Corporation (NASDAQ:
AQUB) (2022 to 2024); Rocky Mountain Chocolate Factory (NASDAQ: RMCF) and as a member of the Audit Committee and Nominating and Governance
Committee, Chair of the Compensation Committee, and Chairman of the Board of Directors (2021).

 Number and Terms of Office of Officers and Directors

 We currently have five directors. Holders of our Founder Shares have
the right to elect all of our directors prior to consummation of our initial business combination and holders of shares of our public
Class A common stock will not have the right to vote on the election of directors during such time; provided, however, that with respect
to the election of directors in connection with a meeting of the stockholders of the Company in which a business combination is submitted
to our stockholders for approval, holders of the Class A common stock and holders of the Class B common stock, voting together as a single
class, shall have the exclusive right to vote for the election of directors. These provisions of our second amended and restated certificate
of incorporation may only be amended if approved by a majority of the Class B common stock then outstanding. Each of our directors will
hold office for a one-year term. Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors
may be filled by the affirmative vote of a majority of the remaining directors of our board or by a majority of the holders of our common
stock (or, prior to our initial business combination, a majority of the holders of our Founder Shares).

 Subject to the terms of any preferred stock, any or all of the directors
may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power
of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single
class; provided, however, that prior to the consummation of our initial business combination, any or all of the directors may be removed
from office, only by the affirmative vote of holders of a majority of the voting power of all then outstanding Founder Shares.

 Subject to any other special rights applicable to the stockholders,
including holders of preferred stock, whenever any director shall have been elected by the holders of any class of stock voting separately
as a class, such director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.
Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or
any vacancy caused by the death or resignation of any director or for any other reason, and any newly created directorship resulting from
any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the directors then in office,
although less than a quorum, and in any case, prior to the consummation of our initial business combination, by a majority of the holders
of our Founder Shares, and any director so elected to fill any such vacancy or newly created directorship shall hold office until his
or her successor is elected and qualified or until his or her earlier resignation or removal.

 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.

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

 Officer and Director Compensation

 None of our officers has received any cash compensation for services
rendered to us.

 Commencing on March 22, 2023, we entered into an administrative support
agreement under which we agreed to pay our Sponsor a total of $10,000 per month for secretarial and administrative services. The administrative
support agreement began on the we first listed on the Nasdaq Global Market and will continue monthly until the completion of our initial
business combination or liquidation. No compensation of any kind, including any finder's fee, reimbursement, consulting fee or monies
in respect of any payment of a loan, will be paid by us to our Sponsor, officers and directors, or any affiliate of our Sponsor or officers,
prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless
of the type of transaction that it is). Our officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors, advisors or our
or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account.
Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our
reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying
and consummating an initial business combination.

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

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

 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

 We have established an audit committee of the board of directors, which
consists of Messrs. Markscheid and Mewawalla. Mr. Markscheid chairs the audit committee. Under the Nasdaq listing standards and applicable
SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Markscheid
and Mewawalla meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

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

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

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

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

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

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

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

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

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

 Compensation Committee

 We have established a compensation committee of the board of directors,
which consists of Messrs. Markscheid and Mewawalla. Under the Nasdaq listing standards and applicable SEC rules, we are required to have
at least two members of the compensation committee, all of whom must be independent. Messrs. Markscheid and Mewawalla have each been determined
to be independent and Mr. Mewawalla serves as Chairman of our compensation committee.

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

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

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

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

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

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

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

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

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

 Notwithstanding the foregoing, as indicated above, other than the payment
to an affiliate of our Sponsor of $10,000 per month, up until the completion of our initial business combination or liquidation, for secretarial
and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar
fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any
services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior
to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation
of any compensation arrangements to be entered into in connection with such initial business combination.

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

 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
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. Our independent directors will participate in the
consideration and recommendation of director nominees. In accordance with Rule 5605 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 our board of directors should follow the procedures set forth in our bylaws.

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

 Compensation Committee Interlocks and Insider Participation

 No member of the compensation committee serves or served during the
fiscal year ended December 31, 2024, as a member of the board of directors or compensation committee of a company that has one or more
executive officers serving as a member of the board of directors or compensation committee.

 Clawback Policy

 Our board of directors has adopted a clawback policy (the "Clawback
Policy") permitting us to seek the recovery of incentive compensation received by any of the Company's current and former
executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and Nasdaq rules) and such other senior
executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the "Covered
Executives"). The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on
the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated
results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received by the Covered
Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate
of the effect of the accounting restatement. Refer to Exhibit 97 of this Annual Report for our Clawback Policy.

 Code of Ethics and Insider Trading Policy

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

 As of March 27, 2025, we have not adopted a formal insider trading
policy. In connection with our initial business combination, we expect to adopt an insider trading policy which will require insiders
to: (i) refrain from purchasing our securities during certain blackout periods when they are in possession of any material non-public
information and (ii) clear all trades of company securities with a compliance officer prior to execution.

 Legal Proceedings Involving Our Officers and Directors

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

 Conflicts of Interest

 Subject to pre-existing fiduciary or contractual duties as described
below, our officers and directors have agreed to present any business opportunities presented to them in their capacity as a director
or officer of our Company to us. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of
our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity
to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially
affect our ability to complete our initial business combination. Our Certificate of Incorporation provides that we renounce our interest
in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in
his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to
undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity
to us without violating another legal obligation.

 Our officers and directors may become an officer or director of another
special purpose acquisition company with a class of securities intended to be registered under the Exchange Act, even before we have entered
into a definitive agreement regarding our initial business combination. Potential investors should also be aware of the following other
potential conflicts of interest:

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

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

 Our initial stockholders have agreed to waive their redemption rights with respect to any Founder Shares and any public shares held
by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to
waive their redemption rights with respect to any Founder Shares held by them if we fail to consummate our initial business combination
by June 22, 2024, or if we decide to exercise the second extension option, by September 22, 2024. If we do not complete our initial business
combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the trust account will
be used to fund the redemption of our public shares, and the placement securities will expire worthless. With certain limited exceptions,
the Founder Shares will not be transferable, assignable by our Sponsor until the earlier of: (A) one year after the completion of our
initial business combination; or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the
date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all
of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited
exceptions, the Private Placement Warrants and the Class A common stock underlying such warrants, will not be transferable, assignable
or saleable by our Sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since
our Sponsor and officers and directors may directly or indirectly own common stock and warrants, our officers and directors 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.

 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.

 Our Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing
arrangements as we may obtain loans from our Sponsor or an affiliate of our Sponsor or any of our officers or directors to finance transaction
costs in connection with an intended initial business combination. Up to $2,000,000 of such loans may be converted into warrants, at a
price of $1.00 per warrants at the option of the lender, upon consummation of our initial business combination.

 The conflicts described above may not be resolved in our favor.

 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 our company 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 we renounce our interest in any corporate opportunity offered to
any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for
us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

 Below is a table summarizing the entities to which our executive officers,
directors and director nominees currently have fiduciary duties or contractual obligations:

 Individual (1)

 Entity

 Affiliation

 Coco Kou

 -

 -

 Robert de Neve

 Applied Manufacturing Group (AMG)

 Managing Director

 NextPhase Ventures

 General Partner

 Alvin Wang

 FocalPoint Partners LLC

 VSA Capital

 Bala Padmakumar

 Advantary LLC

 Partner

 Monterey Capital Acquisition Corporation

 Chief Executive Officer and Director

 Lionrock Batteries

 Advisor

 Stephen Marckscheid

 JinkoSolar Holdings Co. Ltd.

 Charlton Aria Acquisition Corporation (since 2024)

 Richtech Robotics Inc.

 Aifeex Nexus Acquisition Corporation (since 2024)

 ConnectM Corporation (since 2024)

 Kingwisoft Technology Group Company Limited

 Aerion Capital

 Managing Partner

 KX Power

 Chairman Emeritus

 Nulyzer Inc.

 Board Advisor

 Hago Energetics, Inc.

 Board Advisor

 Nanograf Technologies

 Board Advisor

 Intelligent Generation, LLC

 Board Advisor

 Rahul Mewawalla

 Phunware, Inc.

 Mawson Infrastructure Group, Inc.

 (1)
 Each person has a fiduciary duty with respect to the listed
entities next to their respective names.

 Accordingly, if any of the above executive officers, directors or director
nominees becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current
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.

 We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination
with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions, that such an initial business combination is fair to our company
from a financial point of view.

 In the event that we submit our initial business combination to our
public stockholders for a vote, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote any Founder
Shares held by them and any public shares purchased during or after the offering (including in open market and privately negotiated transactions)
in favor of our initial business combination.

 Limitation on Liability and Indemnification of Officers and Directors

 Our Certificate of Incorporation provides that our officers and directors
will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition,
our Certificate of Incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders
for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad
faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions,
or derived an improper personal benefit from their actions as directors. We will enter into agreements with our officers and directors
to provide contractual indemnification in addition to the indemnification provided for in our Certificate of Incorporation. Our bylaws
also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions,
regardless of whether Delaware law would permit such indemnification. We will purchase a policy of directors' and officers'
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.

 These provisions may discourage stockholders from bringing a lawsuit
against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative
litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders.
Furthermore, a stockholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards
against officers and directors pursuant to these indemnification provisions.

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

 Item 11. EXECUTIVE COMPENSATION

 Please see "Officer and Director Compensation" under Item
10 of this Annual Report.

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

 The following table sets forth information regarding the beneficial
ownership of our common stock as of April 29, 2024 by:

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

 each of our executive officers and directors; and

 all our executive officers and directors as a group.

 Unless otherwise indicated, we believe that all persons named in the
table have sole voting and investment power with respect to the voting securities beneficially owned by them. The following table does
not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of March
27, 2025.

 The beneficial ownership of our common stock is based on 4,078,153
shares of common stock issued and outstanding as of March 27, 2025, consisting of 2,722,903 shares of Class A common stock and 1,355,250
shares of Class B common stock.

 NAME AND ADDRESS OF BENEFICIAL OWNER (1)

 NUMBER OF
 SHARES
 BENEFICIALLY
 OWNED

 APPROXIMATE
 PERCENTAGE OF
 OUTSTANDING
 COMMON STOCK

 Directors and Executive Officers

 ALWA Sponsors LLC (1)(3)

 1,305,250

 32.0
 %

 Alvin Wang (1)(3)

 1,305,250

 32.0
 %

 Stephen Markcheid (1)

 25,000

 *

 Rahul Mewawalla (1)

 25,000

 *

 Bala Padmakuman (1)(3)

 -

 -

 Angel Orrantia (1)(3)

 -

 -

 Coco Kou (1)(3)

 -

 -

 Robert de Neve (1)(3)

 -

 -

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

 33.2
 %

 NAME AND ADDRESS OF BENEFICIAL OWNER (1)

 NUMBER OF
 SHARES
 BENEFICIALLY
 OWNED

 APPROXIMATE
 PERCENTAGE OF
 OUTSTANDING
 COMMON STOCK

 Five Percent Holders

 AQR Capital Management, LLC (4)

 389,956

 9.56
 %

 Meteora Capital, LLC (5)

 268,488

 6.58
 %

 Wolverine Asset Management, LLC (5)

 260,886

 6.40
 %

 Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (6)

 231,000

 5.66
 %

 Cowen and Company, LLC (7)

 195,000

 4.78
 %

 TD SECURITIES (USA) LLC (8)

 194,397

 4.77
 %

 *
 Less than 1%

 (1)
 Unless otherwise noted, the business address of each of the following is 4546 El Camino Real B10 #715, Los Altos, California 94022.

 (2)
 Interests shown consist solely of Founder Shares, classified as Class B common stock. Such shares will automatically convert into
Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one
basis, subject to adjustment.

 (3)
 ALWA Sponsor, LLC, our Sponsor, is the record holder of the securities reported herein. Alvin Wang is the managing member of our Sponsor.
Mr. Wang shares voting and dispositive power over the Founder Shares held by our Sponsor and may be deemed to beneficially own such shares.
Bala Padmakumar, Angel Orrantia, Coco Kou and Robert de Neve are each a member of our Sponsor. Each such person disclaims any beneficial
ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

 (4)
 According to a Schedule 13G/A filed with the SEC on November 14, 2024 on behalf of AQR Capital Management, LLC, AQR Capital Management
Holdings, LLC and AQR Arbitrage, LLC (collectively, "AQR"). As of September 30, 2024, AQR reported that it has shared voting
and dispositive power over 389,956 shares of the Company's Class A common stock. AQR Capital Management, LLC is a wholly owned subsidiary
of AQR Capital Management Holdings, LLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC. The business address
of AQR is One Greenwich Plaza, Greenwich, CT 06830.

 (5)
 According to a Schedule 13G filed with the SEC on February 14, 2025 on behalf of Meteora Capital, LLC and Vik Mittal (collectively,
"Meteora"). As of December 31, 2024, Meteora reported that it has shared voting and dispositive power over 268,488 shares
of the Company's Class A common stock. Vik Mittal serves as the Managing Member of Meteora Capital, LLC. The business address of
Meteora is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

 (6)
 According to a Schedule 13G filed with the SEC on October 16, 2024 on behalf of Wolverine Asset Management, LLC, Wolverine Holdings,
L.P., Wolverine Trading Partners, Inc., Christopher L. Gust, and Robert R. Bellick (collectively, "Wolverine"). As of September
30, 2024, Wolverine reported that it has sole voting and dispositive power over 260,886 shares of the Company's Class A common stock.
Wolverine Asset Management, LLC ("WAM") is an investment manager and has voting and dispositive power over 260,886 shares
of the Company's Class A common stock. The sole member and manager of WAM is Wolverine Holdings, L.P. ("Wolverine Holdings").
Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. ("WTP"), the general partner
of Wolverine Holdings. Each of Wolverine Holdings, Mr. Bellick, Mr. Gust, and WTP have voting and disposition power over 260,886 shares
of the Company's Class A common stock. The business address of Wolverine is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604

 (7)
 According to a Schedule 13G/A filed with the SEC on February 12, 2025 on behalf of Calamos Market Neutral Income Fund, a series of
Calamos Investment Trust ( "Calamos"). As of December 31, 2024, Calamos reported that it has sole voting and dispositive power
over 231,000 shares of the Company's Class A common stock. The business address of Calamos is 2020 Calamos Ct, Naperville, IL 60563.

 (8)
 According to a Schedule 13G filed with the SEC on November 12, 2024 on behalf of Cowen and Company, LLC. As of September 30, 2024,
Cowen and Company, LLC reported that it has sole voting and dispositive power over 195,000 shares of the Company's Class A common
stock. The business address of Cowen and Company, LLC is 4546 El Camino Real B10, #175 Los Altos, Ca, 94022.

 (9)
 According to a Schedule 13G filed with the SEC on February 11, 2025 on behalf of TD SECURITIES (USA) LLC, Toronto Dominion Holdings
USA Inc, TD Group US Holdings LLC, Oronto Dominion Holdings USA Inc, TD Group US Holdings LLC, Toronto Dominion Bank (collectively, "TD")
and Cowen and Company, LLC. The address of TD Securities (USA) LLC's ("TDS") principal office and Toronto Dominion Holdings
(U.S.A.), Inc.'s ("TDH") principal office is 1 Vanderbilt Avenue, New York, New York 10017. The address of TD Group US Holdings
LLC's ("TD GUS") principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of Toronto Dominion Bank's
("TD Bank") principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario,
Canada M5K 1A2. As of December 31, 2024, TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the
disposition of 194,397 shares of the Company's Class A Common Stock, which were previously owned by Cowen and Company, LLC ("Cowen").
TDS is successor in interest to Cowen by merger effective as of December 9, 2024. TDH is the sole owner of TDS. TD GUS is the sole owner
of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS may be deemed to hold an indirect interest in the shares reported
herein by virtue of their ownership of TDS. Each of TDH, TD GUS and TD Bank disclaims ownership of the 194,397 of the Company's
Class A Common Stock except to the extent of its pecuniary interest therein.

 The holders of the Founder Shares have agreed (A) to vote any shares
owned by them in favor of any proposed initial business combination and (B) not to redeem any shares in connection with a stockholder
vote to approve a proposed initial business combination or in connection with a tender offer.

 Our Sponsor and our executive officers and directors are deemed to
be our "promoters" as such term is defined under the federal securities laws.

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

 In May 2022, our Sponsor paid $25,000, or approximately $0.011 per
share, to cover certain offering costs in consideration for 2,156,250 Founder Shares. On May 10, 2022, the Sponsor surrendered 287,500
Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 1,868,750 Founder Shares. On August 26,
2022, the Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla and Stephen Markscheid, each of which are members of the
Company's Board of Directors. The awards will vest simultaneously with the closing of an initial business combination, provided
the director has continuously served on the Company's Board of Directors through the closing of such initial business combination.

 Concurrent with the consummation of the Initial Public Offering, on
March 16, 2023, the Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in the Sponsor and directors
holding an aggregate of 1,495,000 Founder Shares, of which up to 195,000 was subject to forfeiture to the extent the over-allotment option
was not exercised in full by the underwriter prior to its expiration date on April 30, 2023.

 On March 17, 2023, upon the partial exercise their over-allotment option
by the underwriters, the forfeiture lapsed for 55,250 Founder Shares. Following the expiration of the underwriters' remaining over-allotment
option on April 30, 2023, the remaining 139,750 Founder Shares were forfeited, resulting in our Sponsor and directors holding an aggregate
of 1,355,250 Founder Shares.

 Simultaneously with the closing of the Initial Public Offering, on
March 16, 2023, our Sponsor purchased an aggregate of 3,449,500 Private Placement Warrant at a price of $1.00 per warrant, for an aggregate
purchase price of $3,449,500. On March 17, 2023, the underwriters partially exercised their over-allotment option resulting in the Company
issuing 127,400 Private Placement Warrants, generating an additional $127,500 in gross proceeds.

 These issuances were made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

 On March 22, 2023, we entered into an administrative support
agreement under which we agreed to pay our Sponsor a total of $10,000 per month for secretarial and administrative services. The
administrative support agreement began on the we first listed on the Nasdaq Global Market and will continue monthly until the
completion of our initial business combination or liquidation. The Company's expenses related to the administrative support
agreement were $120,000 and $90,000 for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, $182,180 and $62,180,
respectively, of amounts due to the Sponsor under the administrative support agreement remains unpaid. Upon completion of the initial business
combination or the Company's liquidation, the Company will cease paying these monthly fees.

 Other than the foregoing, no compensation of any kind, including any
finder's fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers
and directors, or any affiliate of our Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate,
the consummation of an initial business combination (regardless of the type of transaction that it is). However, these 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. Our audit committee will review on a quarterly basis all payments
that were made to our Sponsor, officers, directors or our 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.

 Prior to March of 2023, our Sponsor had agreed to loan the Company
an aggregate of up to $400,000 to cover expenses related to the proposed Initial Public Offering pursuant to the "Note. The Note
was non-interest bearing and payable on the earlier of October 31, 2023, the consummation of the Initial Public Offering or the abandonment
of the Initial Public Offering. In March of 2023, we amended the Note to allow for the borrowing of an additional $40,000 (up to $440,000
in total) as well as adjusted the terms of the Note to provide that repayment occur on the later of the Initial Public Offering, or October
31, 2023. This amendment did not have a material impact on our financial statements. On March 24, 2023, we repaid all amounts outstanding
under the Note.

 In order to finance transaction costs in connection with a business
combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan
us funds as may be required, up to $2,000,000 ("Working Capital Loans"). If we complete a business combination, we will repay
the Working Capital Loans. Up to $2,000,000 of such loans may be converted into warrants, at a price of $1.00 per warrant at the option
of the lender, upon consummation of our initial business combination. In the event that a business combination does not close, we 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.

 During the year ended December
31, 2024, the Company received from the Sponsor $1,923,100 in Working Capital Loans, of which $856,100 was utilized for working capital
needs, $542,000 was utilized to fund the Initial Extension and $525,000 was utilized to fund the First 2024 Monthly Extension, Second
2024 Monthly Extension, Third 2024 Monthly Extension, Fourth 2024 Monthly Extension, Fifth 2024 Monthly Extension, Sixth 2024 Monthly
Extension and Seventh 2024 Monthly Extension. The Working Capital Loans are to be repaid upon the consummation of a business combination,
without interest, or, at the lender's option, up to $2,000,000 of the outstanding Working Capital Loans are convertible into Private
Placement Warrants at a price of $1.00 per warrant. As of December 31, 2024 and 2023, the Company had $2,000,000 and $272,000, respectively,
of outstanding Working Capital Loans from the Sponsor, included in Convertible note – related party in the accompanying balance
sheets. As of December 31, 2024 and 2023, the Company had $191,100 and $0 respectively, included in Promissory note – related party
in the accompanying balance sheets.

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

 The holders of Founder Shares, Private Placement Warrants and warrants
that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the
Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder
Shares), are entitled to certain registration rights pursuant to a registration rights agreement. These holders will be entitled to certain
demand and "piggyback" registration rights. We will bear the expenses incurred in connection with the filing of any such registration
statements.

 Related Party Policy

 Prior to the consummation of the Initial Public Offering, we adopted
a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved
by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC.
Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including
any indebtedness or guarantee of indebtedness) involving the company. A form of our code of ethics is filed as an exhibit to this Annual
Report.

 In addition, our audit committee, pursuant to a written charter, is
responsible for developing and recommending to the Board for approval, policies and procedures for the review, approval or ratification
of related person transactions required to be disclosed pursuant to Item 404 of Regulation S-K, as may be amended from time to
time, and any other applicable requirements. The audit committee is also responsible for overseeing the implementation of, and compliance
with, the such related party transaction policies, including reviewing, approving or ratifying related person transactions, as appropriate.
An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required
in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without
a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.
We also require each of our directors and executive officers to complete a directors' and officers' questionnaire that elicits
information about related party transactions.

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

 Our audit committee will review on a quarterly basis all payments that
were made to our Sponsor, officers or directors, or our or their affiliates.

 To further minimize conflicts of interest, we have agreed not to consummate
an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee
of independent directors, have obtained an opinion from an independent investment banking firm or an independent accounting firm that
our initial business combination is fair to our company from a financial point of view.

 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following is a summary of fees paid to Adeptus Partners, LLP ("Adeptus"),
for services rendered.

 Audit Fees. Audit fees consist of fees billed for professional
services rendered for the audit of our year-end financial statements and services that are normally provided by Adeptus in connection with
regulatory filings. The aggregate fees billed by Adeptus for professional services rendered for the audits of our annual financial statements
as of and for the years ended December 31, 2024 and 2023, reviews of the financial information included in our quarterly reports on Form
10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2024, totaled $54,000. The above amounts include interim procedures and audit fees, as well as attendance
at audit committee meetings.

 Audit-Related Fees. Audit-related services consist of fees billed
for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are
not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and
consultations concerning financial accounting and reporting standards. For the year ended December 31, 2024, we did not pay Adeptus for
consultations concerning financial accounting and reporting standards.

 Tax Fees. We did not pay Adeptus for tax planning and tax advice
during the year ended December 31, 2024.

 All Other Fees. We did not pay Adeptus for other services during
the year ended December 31, 2024.

 Audit Committee Approval

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

 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Item 15(a). The following documents are filed as part of this Annual Report:

 (1) See "Index to Financial Statements and Financial Statement
Schedules" and (2) Item 8 to this Annual Report.

 (2) Other financial statement schedules have not been included because
they are not applicable or the information is included in the financial statements or notes thereto.

 (3) The following is a list of exhibits filed as part of this Annual
Report.

 Exhibit

 Number

 Exhibit Description

 Incorporated by

Reference herein

from Form or

Schedule

 Filing Date

 SEC File/Reg.

Number

 1.1

 Underwriting Agreement, dated March 16, 2023, by and between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters

 (Exhibit 1.1)

 3.1

 Second Amended and Restated Certificate of Incorporation of Four Leaf Acquisition Corporation

 (Exhibit 3.1)

 3.2

 Bylaws of Four Leaf Acquisition Corporation

 (Exhibit 3.2)

 4.1

 Specimen Class A Common Stock Certificate

 (Exhibit 4.2)

 4.2

 Specimen Unit Certificate

 (Exhibit 4.1)

 4.3

 Specimen Warrant Certificate

 (Exhibit 4.3)

 4.5

 Warrant Agreement, dated March 16, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

 (Exhibit 4.1)

 4.6

 Description of Registered Securities

 Form 10-K (Exhibit 4.6)

 4/1/2024

 10.1

 Letter Agreement, dated March 16, 2023, by and among the Company, its officers, its directors and ALWA Sponsor LLC.

 (Exhibit 10.1)

 10.2

 Investment Management Trust Agreement, dated March 16, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

 (Exhibit 10.2)

 10.3

 Registration Rights Agreement, dated March 16, 2023, by and among the Company and ALWA Sponsor LLC

 (Exhibit 10.3)

 10.4

 Private Placement Warrants Purchase Agreement, dated March 16, 2023, by and among the Company and ALWA Sponsor LLC.

 (Exhibit 10.4)

 Exhibit

 Number

 Exhibit Description

 Incorporated by

Reference herein

from Form or

Schedule

 Filing Date

 SEC File/Reg.

Number

 10.5

 Administrative Support Agreement, dated March 16, 2023, by and among the Company and ALWA Sponsor LLC

 (Exhibit 10.5)

 10.6

 Promissory Note, dated August 17, 2023, issued to ALWA Sponsor, LLC

 Form 10-Q

 (Exhibit 10.1)

 12/26/2023

 10.7

 Promissory Note, dated September 20, 2023, issued to ALWA Sponsor, LLC

 Form 10-Q

 (Exhibit 10.2)

 12/26/2023

 10.8*

 Promissory Note, dated April 30, 2025, issued to ALWA Sponsor, LLC

 Code of Ethics of Four Leaf Acquisition Corporation

 (Exhibit 14)

 31.1*

 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

 31.2*

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

 32.2*

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

 Clawback Policy

 Form 10-K (Exhibit 97)

 4/1/2024

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *
 Filed herewith.

 Item 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

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

 Four Leaf Acquisition Corporation

 Date: April 30, 2025

 By:

 /s/ Bala Padmakumar

 Name:

 Bala Padmakumar

 Title:

 Chief Executive Officer and Chairman

 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 indicated below and on the
dates indicated.

 Signature

 Title

 Date

 /s/ Bala Padmakumar

 Interim Chief Executive Officer and Chairman

 Bala Padmakumar

 (Principal Executive Officer)

 /s/ Coco Kou

 Chief Financial Officer

 Coco Kou

 (Principal Financial and Accounting Officer)

 /s/ Alvin Wang

 Alvin Wang

 /s/ Stephen Markscheid

 Stephen Markscheid

 /s/ Rahul Mewawalla

 Rahul Mewawalla

 FOUR LEAF ACQUISITION
CORPORATION

INDEX TO FINANCIAL STATEMENTS

 Report of
 Independent Registered Public Accounting Firm (PCAOB ID: 3866)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the year ended December 31, 2024 and 2023

 Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit) for the year ended December 31, 2024 and December 31, 2023

 Statements of Cash Flows for the year ended December 31, 2024 and 2023

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders of

 Four Leaf Acquisition Corporation

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Four Leaf Acquisition Corporation as of December 31, 2024 and 2023, and the related statements of operations, changes in common stock
subject to possible redemption and stockholders' equity (deficit), and cash flows for the years ended December 31, 2024 and 2023,
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and
its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 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 and needs to raise additional funds to meet its obligations and sustain operations which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

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

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

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

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

 / s/
Adeptus Partners, LLC

 Adeptus
Partners, LLC

 PCAOB:
 3686

 Ocean,
NJ

 April
30, 2025

 F- 2

 FOUR LEAF ACQUISITION CORPORATION

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets

 Cash

 $
 28,407

 $
 10,622

 Prepaid expenses

 35,000

 49,842

 Total current assets

 63,407

 60,464

 Other assets

 Marketable securities held in trust account

 30,124,557

 58,063,737

 Total assets

 $
 30,187,964

 $
 58,124,201

 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accrued offering costs

 $
 24,999

 $
 97,440

 Accounts payable and accrued expenses

 508,906

 402,663

 Due to related party

 182,180

 62,180

 Convertible note - related party

 2,000,000

 272,000

 Promissory note - related party

 195,100

 -

 Deferred credit - operating expenses funded by potential target

 191,250

 191,250

 Excise tax liability

 301,944

 -

 Income taxes payable

 221,943

 443,990

 Total current liabilities

 3,626,322

 1,469,523

 Deferred underwriting fee payable

 1,897,350

 1,897,350

 Total liabilities

 5,523,672

 3,366,873

 Commitments and Contingencies (Note 6)

 Class A common stock subject to possible redemption, $ 0.0001 par value; 26,000,000 shares authorized; 2,668,693 shares at $ 11.25 redemption value and 5,421,000 shares at $ 10.34 redemption value shares issued and outstanding as of December 31, 2024 and 2023, respectively.

 30,023,845

 56,067,420

 Stockholders' deficit

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

 -

 -

 Class A common stock, $ 0.0001 par value; 26,000,000 shares authorized; 54,210 shares issued and outstanding (excluding 2,668,693 and 5,421,000 shares subject to possible redemption as of December 31, 2024 and 2023, respectively)

 Class B common stock, $ 0.0001 par value; 4,000,000 shares authorized; 1,355,250 shares issued and outstanding

 Accumulated deficit

 ( 5,359,694
)

 ( 1,310,233
)

 Total stockholders' deficit

 ( 5,359,553
)

 ( 1,310,092
)

 Total liabilities, common stock subject to possible redemption, and stockholders' deficit

 $
 30,187,964

 $
 58,124,201

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

 F- 3

 FOUR LEAF ACQUISITION CORPORATION

 STATEMENT
OF OPERATIONS

 Years ended December 31,

 2024

 2023

 Formation and operating costs

 $
 1,363,048

 $
 1,083,245

 Loss from operations

 ( 1,363,048
)

 ( 1,083,245
)

 Other income:

 Dividend and interest income

 2,219,106

 2,227,437

 Change in fair value of over-allotment liability

 -

 134,583

 Income before income taxes

 856,058

 1,278,775

 Income tax provision

 ( 452,794
)

 ( 443,990
)

 Net income

 $
 403,264

 $
 834,785

 Weighted average shares outstanding of Class A common stock subject to possible redemption

 3,939,567

 4,321,342

 Basic and diluted net income per share, Class A common stock subject to possible
 redemption (see Note 2)

 $
 0.08

 $
 0.15

 Weighted average shares outstanding of Class A common stock

 43,213

 Basic and diluted net income per share, Class A Common Stock (see Note 2)

 $
 0.08

 $
 0.15

 Weighted average shares outstanding of Class B common stock

 1,343,897

 Basic and diluted net income per share, Class B common stock (see Note 2)

 $
 0.08

 $
 0.15

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

 F- 4

 FOUR LEAF ACQUISITION CORPORATION

 STATEMENTS
OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND

 STOCKHOLDERS' EQUITY (DEFICIT)

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Stock Subject to

 Possible
 Redemption

 Stock

 Additional

 Total

 Class
 A

 Class
 A

 Class
 B

 Paid-in

 Accumulated

 Stockholders'

 Capital

 Deficit

 Deficit

 Balance
 - December 31, 2023

 5,421,000

 $
 56,067,420

 $

 $

 $
 -

 $
 ( 1,310,233
)

 $
 ( 1,310,092
)

 Accretion
 of Class A common stock to redemption value

 -

 1,439,127

 -

 -

 -

 -

 -

 ( 1,439,127
)

 ( 1,439,127
)

 Accretion
 of Class A common stock to redemption value due to dividend and interest income earned

 -

 1,644,554

 -

 -

 -

 -

 -

 ( 1,644,554
)

 ( 1,644,554
)

 Accretion
 of Class A common stock to redemption value due to extension payment

 -

 1,067,100

 -

 -

 -

 -

 -

 ( 1,067,100
)

 ( 1,067,100
)

 Redemptions
 of Class A common stock subject to possible redemption

 ( 2,752,307
)

 ( 30,194,356
)

 -

 -

 -

 -

 -

 -

 -

 Excise
 tax

 -

 -

 -

 -

 -

 -

 -

 ( 301,944
)

 ( 301,944
)

 Net
 income

 -

 -

 -

 -

 -

 -

 -

 403,264

 403,264

 Balance
 - December 31, 2024

 2,668,693

 $
 30,023,845

 $

 $

 $
 -

 $
 ( 5,359,694
)

 $
 ( 5,359,553
)

 Stock Subject to

 Possible
 Redemption

 Stock

 Additional

 Total

 Class
 A

 Class
 A

 Class
 B

 Paid-in

 Accumulated

 Stockholders'

 Capital

 Deficit

 Equity (Deficit)

 Balance
 - December 31, 2022

 -

 $
 -

 -

 $
 -

 1,495,000

 $

 $
 24,850

 $
 ( 6,306
)

 $
 18,694

 Issuance
 of private placement warrants

 -

 -

 -

 -

 -

 -

 3,577,000

 -

 3,577,000

 Issuance of Class A common stock, net of issuance costs of $ 3,928,774

 5,421,000

 48,928,489

 -

 -

 -

 -

 -

 -

 -

 Issuance of Public Warrants, net of issuance costs of $ 90,313

 -

 -

 -

 -

 -

 -

 1,127,840

 -

 1,127,840

 Issuance
 of Representative Shares

 -

 -

 -

 -

 270,515

 -

 270,520

 Forfeiture
 of Class B common stock due to expiration of over-allotment option

 -

 -

 -

 -

 ( 139,750
)

 ( 14
)

 -

 -

 Accretion
 of Class A common stock to redemption value

 -

 7,138,931

 -

 -

 -

 -

 ( 5,000,219
)

 ( 2,138,712
)

 ( 7,138,931
)

 Net
 income

 -

 -

 -

 -

 -

 -

 -

 834,785

 834,785

 Balance
 - December 31, 2023

 5,421,000

 $
 56,067,420

 $

 $

 $
 -

 $
 ( 1,310,233
)

 $
 ( 1,310,092
)

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

 F- 5

 FOUR LEAF ACQUISITION CORPORATION

 STATEMENTS
OF CASH FLOWS

 For the years ended

 2024

 2023

 Cash Flows from Operating Activities:

 Net income

 $
 403,264

 $
 834,785

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

 Dividend and interest income

 ( 2,219,106
)

 ( 2,227,437
)

 Loss on change in fair value of overallotment option

 -

 ( 134,583
)

 Changes in current assets and liabilities

 Prepaid expenses

 14,842

 45,314

 Accounts payable and accrued expenses

 33,803

 506,257

 Due to related party

 120,000

 65,000

 Income taxes payable

 ( 222,047
)

 443,990

 Net cash used in operating activities

 ( 1,869,244
)

 ( 466,674
)

 Cash Flows from Investing Activities

 Investment of cash into Trust Account

 -

 ( 55,836,300
)

 Extension payments deposited into Trust Account

 ( 1,067,100
)

 -

 Redemption of investments

 31,225,385

 -

 Net cash provided by (used in) investing activities

 30,158,285

 ( 55,836,300
)

 Cash Flows from Financing Activities:

 Proceeds from convertible note - related party

 1,728,000

 272,000

 Proceeds from promissory note - related party

 195,100

 84,000

 Redemption of Class A common stock subject to possible redemption

 ( 30,194,356
)

 -

 Repayment of promissory note

 -

 ( 395,500
)

 Gross proceeds from issuance of public units

 -

 54,210,000

 Proceeds from issuance of Private Warrants

 -

 3,577,000

 Payment of offering costs on Public Units

 -

 ( 1,435,184
)

 Net cash provided by (used in) financing activities

 ( 28,271,256
)

 56,312,316

 Net change in cash

 17,785

 9,342

 Cash - beginning of the period

 10,622

 1,280

 Cash - end of the period

 $
 28,407

 $
 10,622

 Supplemental disclosure of cash flow information:

 Cash paid for income taxes

 $
 ( 674,841
)

 $
 -

 Non-cash investing and financing activities:

 Accretion of Class A common stock subject to possible redemption

 $
 4,150,781

 $
 7,138,931

 Deferred underwriting commissions

 $
 -

 $
 1,897,350

 Issuance of Representative Shares for services

 $
 -

 $
 270,520

 Directors' and officers' insurance fee paid by potential target

 $
 191,250

 Offering costs included in accrued offering costs

 $
 -

 $
 97,440

 Excise tax liability

 $
 301,944

 $
 -

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

 F- 6

 FOUR LEAF
ACQUISITION CORPORATION

 NOTES
TO FINANCIAL STATEMENTS

 NOTE 1 - ORGANIZATION AND
DESCRIPTION OF BUSINESS

 Nature of Operations

 Four Leaf
Acquisition Corporation (the "Company") is a blank check company that was incorporated as a Delaware corporation on March
3, 2022 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.

 On December
17, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Xiaoyu Dida Interconnect
International Limited, a Cayman Islands exempted company ("Xiaoyu Dida"), commonly known as Smart Station.

 As of December
31, 2024, the Company had not commenced any operations. All activity for the period from March 3, 2022 (inception) through December 31,
2024, relates to the Company's formation and the initial public offering ("IPO") (as described below), as well as activities
necessary to identify a potential target and prepare for a business combination. The Company will not generate any operating revenues
until after the completion of its initial business combination. The Company generates non-operating income in the form of dividend and
interest income from the proceeds derived from the IPO.

has selected December 31 as its fiscal year end. The Company's sponsor is ALWA Sponsor, LLC, a Delaware limited liability company
(the "Sponsor").

 The registration
statement for the Company's IPO was declared effective on March 16, 2023. On March 16, 2023, the Company consummated its IPO of
 5,200,000 units ("Units"). On March 17, 2023, the underwriters partially exercised their over-allotment option and purchased
 221,000 additional Units. Each Unit consisted of one share of Class A common stock, $ 0.0001 par value per share ("Class A common
stock"), and one redeemable warrant exercisable into one share of Class A common stock at an exercise price of $ 11.50 per share
("Public Warrant"). The Units were sold at an offering price of $ 10.00 per Unit and generated total gross proceeds of $ 54,210,000.

 Simultaneously
with the consummation of the IPO and the sale of the Units, the Company consummated the private placement ("Private Placement")
of 3,576,900 warrants (each a "Private Placement Warrant" and collectively, the "Private Placement Warrants")
which were purchased by the Sponsor, at a price of $ 1.00 per Private Placement Warrant, generating total proceeds of $ 3,577,000, which
is described in Note 4.

 Transaction
costs amounted to $ 4,019,087 consisting of $ 2,710,500 of underwriting commissions, $ 813,150 of which was paid out within three days of
the IPO date, the Representative Shares (as defined below), and $ 1,038,067 of other offering costs. At the IPO date, cash of $ 974,028
was held outside of the Trust Account (as defined below) and was available for the payment of the Note (as defined below) when necessary
(see Note 5), payment of accrued offering costs and for working capital purposes.

 In conjunction
with the IPO, the Company issued to the underwriter 54,210 shares of Class A common stock for nominal consideration (the "Representative
Shares"). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification ("ASC")
718, Compensation - Stock Compensation ("ASC 718") is included in the offering costs. The estimated fair value of the
Representative Shares as of the IPO date totaled $ 270,520.

 Following
the closing of the IPO, an amount of $ 55,836,300 ($ 10.30 per Unit) from the net proceeds of the sale of the Units in the IPO and the
sale of the Private Placement Warrants was placed in a trust account (the "Trust Account") to be invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), with a maturity of 185 days or less, or in any open-ended investment company that holds
itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.
Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax
obligations, the proceeds from the IPO will not be released from the Trust Account until the earlier of: (a) the completion
of the Company's initial business combination or (b) the redemption of the Company's public shares if the Company is
unable to complete its initial business combination in the prescribed time frame, as defined below.

 F- 7

management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There
is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial
business combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the taxes
payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into
the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns
or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act 1940.

 In connection
with any proposed initial business combination, the Company will either: (1) seek stockholder approval of such initial business combination
at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against
the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust
Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a
tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then
on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein.

 If the Company
engages in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather
than a pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed
business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely
in the Company's discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms
of the transaction would otherwise require the Company to seek stockholder approval. If the Company determines to allow stockholders to
sell their shares to the Company in a tender offer, it will file tender offer documents with the U.S. Securities and Exchange Commission
("SEC") which will contain substantially the same financial and other information about the initial business combination as
is required under the SEC's proxy rules.

will proceed with a business combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a business
combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted 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 legal reasons, the Company
will, pursuant to its third amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation"),
conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing
a business combination.

 If, however,
stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal
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. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they
vote for or against the proposed transaction.

 Notwithstanding
the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not
conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Certificate of Incorporation
will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder
is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the shares
sold in the IPO ("Excess Shares"). However, the Company's stockholders will not be restricted to vote all of their shares
(including Excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption
distributions with respect to the Excess Shares if the Company completes the initial business combination.

 F- 8

Sponsor, officers and directors (collectively, the "Initial Stockholders") have agreed not to propose any amendment to the
Certificate of Incorporation that would affect the Company's public stockholders' ability to convert or sell their shares
to the Company in connection with a business combination as described herein or 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 May 22, 2025 (or June 22, 2025
if the additional extensions options are exercised by the Company) unless the Company provides its public stockholders with the opportunity
to convert their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise
and income taxes payable up to the interest income from the Trust Account, divided by the number of then outstanding public shares.

 Initial
Extension of Period to Complete Initial Business Combination

19, 2024, the Company extended the period of which it is able to consummate an initial business combination by a period of three months,
or until June 22, 2024 (the "Initial Extension"). In connection with the Initial Extension, the Company's sponsor deposited
an aggregate of $ 542,100 into the Company's Trust Account, in return for a convertible note (the "Extension Note"),
included in the convertible note – related party balance as of December 31, 2024 (see Note 5). If the Company does not consummate
a business combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to
the extent that there are funds available to the Company outside of the Trust Account. The Initial Extension was the first of the two
three-month Extensions permitted under the Company's governing documents.

 2024
Special Meeting of the Stockholders

 On June
18, 2024, the Company convened a special meeting of stockholders (the "2024 Special Meeting"), at which the Company's
stockholders approved the amendment to the Company's Charter to provide the Company's board of directors with the right to
extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the
"Extension") (the "2024 Extension Amendment Proposal"). The Company also entered into an amendment (the "2024
Trust Amendment" and together with the 2024 Extension Amendment Proposal, the "2024 Charter Amendment Proposals") to
the Trust Agreement. The Trust Amendment, as amended, allows the Company to extend the Combination Period up to an additional twelve ( 12)
times for one (1) month each time from June 22, 2024 to June 22, 2025 by depositing into the Trust Account, for each one-month extension,
$ 75,000 (the "Extension Payment").

 In connection
with the 2024 Charter Amendment Proposals, the holders of the Company's public shares were given the opportunity to redeem their
public shares for a pro rata share of the funds on deposit in the Trust Account, including any interest earned on the Trust Account deposits
(net of taxes payable), divided by the number of then outstanding public shares. Stockholders holding 2,752,307 Public Shares exercised
their right to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. As a result, approximately
$ 30.2 million (approximately $ 10.97 per share) were removed from the Company's Trust Account to pay such redeeming stockholders.

 On June 20, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until July 22, 2024 (the "First 2024
Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On July 16, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until August 22, 2024 (the "Second
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On August 16, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until September 22, 2024 (the "Third
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 F- 9

 On September 18, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until October 22, 2024 (the "Fourth
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On October 17, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until November 22, 2024 (the "Fifth
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On November 16, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until December 22, 2024 (the "Sixth
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On December 20, 2024, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until January 22, 2025 (the "Seventh
2024 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On January 16, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until February 22, 2025 (the "First
2025 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On February 20, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until March 22, 2025 (the "Second 2025
Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On
March 20, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month,
or until April 22, 2025 (the "Third 2025 Monthly Extension"). In connection with the one-month extension, the Company's
Sponsor deposited $ 75,000 into the Company's Trust Account.

 On April 21, 2025, the Company further
extended the period it has to consummate an initial business combination by a period of one month, or until May 22, 2025 (the "Fourth
2025 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 If the Company is unable to complete an initial
business combination by May 22, 2025 (or June 22, 2025 if the additional extensions are afforded to the Company under the terms
of the Extension), 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 shares of Class A common stock subject to possible redemption,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account (less any income or franchise tax obligations and up to $ 100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding shares of Class A common stock, which redemption will completely extinguish
public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors,
liquidate and dissolve, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.

Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common
stock held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the Initial
Stockholders acquire public shares in or after the IPO date, they will be entitled to liquidating distributions from the Trust Account
with respect to such public shares if the Company fails to complete a business combination within the prescribed time frame. The underwriter
has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company
does not complete a business combination within the Combination Period, and, in such event, such amounts will be included with the other
funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).

 In
order to protect the amounts held in the Trust Account, the 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) $ 10.30 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 due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes.
This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account and except as to any claims under the Company's indemnity of the underwriter of the IPO 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 Sponsor will not be responsible to the
extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to
indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (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.

 F- 10

 Merger
Agreement

 On December 17,
2024, the Company entered into the Merger Agreement with Xiaoyu Dida, Xiaoyu Dida Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Xiaoyu Dida ("Merger Sub 1"), and Xiaoyu Dida (USA) Company, Inc., a Delaware corporation and a wholly-owned
subsidiary of Xiaoyu Dida ("Merger Sub 2"). Upon the closing of the transactions contemplated by the Merger Agreement, (i)
Merger Sub 1, will be merged with and into the Company ("Merger 1"), with the Company being the surviving company and becoming
a wholly-owned subsidiary of Xiaoyu Dida; and (ii) immediately following the consummation of Merger 1, the Merger 1 Surviving Corporation
will be merged with and into Merger Sub 2 ("Merger 2" and, collectively with Merger 1, the "Mergers"), with Merger
Sub 2 being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida.

 The below
description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety
by reference to the actual Merger Agreement, a copy of which is filed with the Current Report on Form 8-K filed on December 19, 2024,
as Exhibit 2.1.

 Immediately
prior to the Merger 1 Effective Time (as defined in the Merger Agreement): (i) each share of the Company's Class B common stock
shall be automatically converted into one share of the Company's Class A common stock in accordance with the terms of the Company's
Certificate of Incorporation (such automatic conversion, the "Company Class B Conversion") and each share of Class B common
stock shall no longer be outstanding and shall automatically be canceled, and each former holder of Class B common stock shall thereafter
cease to have any rights with respect to such shares; and (ii) each Unit, which consists of one share of Class A common stock and one
redeemable Public Warrant issued by the Company to purchase shares of Class A common stock at a price of $ 11.50 per whole share outstanding
immediately prior to the Merger 1 Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one share
of Class A common stock and one Public Warrant in accordance with the terms of the applicable Units (the "Unit Separation").

 Immediately
after giving effect to the Unit Separation and the Four Leaf Class B Conversion, at the Merger 1 Effective Time, each share of Class A
common stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than any shares of Class A common stock held
by the Company as treasury stock and any shares of Class A common stock subject to redemption) shall automatically be cancelled in exchange
for the right to receive, upon delivery of the applicable letter of transmittal (if any), one Class A ordinary share, par value of $ 0.00005 per
share, of Xiaoyu Dida (the "Xiaoyu Dida Class A Ordinary Shares") (the "Merger Consideration").

 At the Merger
1 Effective Time, each Warrant outstanding immediately prior to the Merger 1 Effective Time shall cease to be a warrant with respect to
the Class A common stock and shall be assumed by Xiaoyu Dida and converted into a Warrant to purchase one Xiaoyu Dida Class A Ordinary
Share (each, a "Xiaoyu Dida Warrant") pursuant to the terms of a warrant assignment, assumption and amendment agreement to
be entered into between the Company, Xiaoyu Dida and CST (the "Warrant Assumption Agreement"). Each Xiaoyu Dida Warrant shall
continue to have and be subject to substantially the same terms as were applicable to the Company's Warrants in effect immediately
prior to the Merger 1 Effective Time under the terms of that certain Warrant Agreement, dated March 16, 2023, by and between the
Company and CST, as warrant agent (including any repurchase rights and cashless exercise provisions). At or prior to the Merger 1 Effective
Time, Xiaoyu Dida shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so
long as any of the Xiaoyu Dida Warrants remain outstanding, a sufficient number of Xiaoyu Dida Class A Ordinary Shares for delivery upon
the exercise of Xiaoyu Dida Warrants after the Merger 1 Effective Time.

 The
parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. In addition,
the parties to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including,
among others, covenants with respect to the conduct of Xiaoyu Dida, the Company and their respective subsidiaries during the
period between execution of the Merger Agreement and Closing. The representations, warranties, agreements and covenants of the
parties set forth in the Merger Agreement will terminate at Closing, except for those covenants and agreements that, by their terms,
contemplate performance after Closing. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to
take or cause to be taken all actions and things necessary to consummate and expeditiously implement the Mergers.

 F- 11

 Under the
Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, without limitation: (i) receipt of the Company's stockholder approval and
Xiaoyu Dida stockholder approval; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit
or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental
Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice (as defined in the Merger Agreement),
shall have been made or obtained; (v) the effectiveness of the Registration Statement under the Securities Act; (vi) the Company having
at least $ 5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (vii) the
common stock of Xiaoyu Dida to be issued pursuant to the Merger Agreement being listed or having been approved for listing on Nasdaq;
(viii) solely with respect to the Company (A) the representations and warranties of Xiaoyu Dida being true and correct to applicable standards
in the Merger Agreement and each of the covenants of Xiaoyu Dida having been performed or complied with in all material respects, and
(B) since the date of the Merger Agreement there not having been a material adverse effect on Xiaoyu Dida that is continuing; and (ix)
solely with respect to Xiaoyu Dida, (A) the representations and warranties of the Company being true and correct to applicable standards
in the Merger Agreement and each of the covenants of the Company having been performed or complied with in all material respects, (B)
since the date of the Merger Agreement there not having been a material adverse effect on the Company that is continuing, and (C) the
effective resignations of certain directors and executive officers of the Company. The Merger Agreement does not include a minimum cash
condition. Because the parties' obligations to consummate the Merger are subject to the satisfaction or waiver of these, and other,
conditions, there is no guarantee that the Merger will be consummated.

 The Merger
Agreement may be terminated under certain customary and limited circumstances at any time prior to the Effective Time as follows:

 (i)
 by mutual written consent
of the Company and Xiaoyu Dida;

 (ii)
 by either the Company
or Xiaoyu Dida if the Closing is not consummated on or before December 31, 2025 (the "Outside Date"), provided that
the failure to consummate the Closing by the Outside Date is not due to a material breach by the party seeking to terminate and which
such breach is the proximate cause for the conditions to close not being satisfied;

 (iii)
 by either the Company
or Xiaoyu Dida if the other party has breached any of its covenants or representations and warranties such that closing conditions would
not be satisfied at the Closing (subject to a 30-days cure period for breaches that are curable), provided that such right to terminate
will not be available to either party if it has breached in any material respect its obligations se forth in the Merger Agreement;

 (iv)
 by either the Company
or Xiaoyu Dida if any Order (as defined in the Merger Agreement) having the effect of prohibiting or preventing the consummation of the
Closing shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this shall
not be available to a party if such Order was due to such party's breach of or failure to perform any of its representations, warranties,
covenants or agreements set forth in the Merger Agreement;

 (v)
 by either the Company or Xiaoyu Dida if the CSRC Filing Notice has
not been obtained by the Outside Date;

 (vi)
 by either Company or Xiaoyu Dida if Company stockholder approval
shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment
or postponement thereof; or

 (vii)
 by the Company if Xiaoyu Dida shareholder approval shall not have
been obtained by reason of the failure to obtain the required vote at the general meeting duly convened therefor or at any adjournment
or postponement thereof.

 If the Merger
Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or further obligation under the Merger
Agreement.

 F- 12

 Notice
from the Nasdaq Stock Market

 On September 24, 2024,
the Company received a letter (the "September Notice") from the Listing Qualifications Department of The Nasdaq Stock Market
LLC ("Nasdaq") informing the Company that, for the last 36 consecutive business days, the Market Value of Listed Securities
("MVLS") for the Company was below the $ 35 million minimum MVLS requirement for continued listing on the Nasdaq Capital Market
under Nasdaq Listing Rule 5550(b)(2) (the "MVLS Rule"). The September Notice is a notification of deficiency, not a notice
of imminent delisting, and has no current effect on the listing or trading of the Company's securities. In accordance with Nasdaq
Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until March 24, 2025 (the "Compliance Period"), to
regain compliance with the MVLS Rule.

 On November 21, 2024,
the Company received a letter (the "November Notice") from the Nasdaq indicating that the Company remains in non-compliance
with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely
file all required periodic reports with the Securities and Exchange Commission. The November Notice has no immediate effect on the listing
or trading of the Company's common stock. The Company filed the delinquent Form 10-Q on January 15, 2025.

 On April 8, 2025, the Company received written
notice (the "Delisting Letter") from Nasdaq informing the Company that it has not regained compliance with Nasdaq Listing
Rule 5550(b)(2) for the MVLS within the Compliance Period in accordance with Nasdaq Listing Rule 5810(c)(3)(C). Accordingly, unless the
Company requests an appeal of this determination, the Company's securities will be delisted from The Nasdaq Capital Market, trading
of the Company's Common Stock will be suspended at the opening of business on April 17, 2025, and a Form 25-NSE will be filed with
the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on The Nasdaq Stock
Market.

 On April 17, 2025, the
Company received another notice from the staff of the Nasdaq Listing Qualifications department of Nasdaq stating that the Company's
failure to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K"), serves a basis for
delisting the Company's securities from Nasdaq. Accordingly, unless the Company timely requests an appeal of this determination,
the Company's securities will be delisted from The Nasdaq Capital Market, trading of the Company's Common Stock will be suspended
and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing
and registration on The Nasdaq Stock Market.

 On April 21, 2025, the Company received another
notice from Nasdaq, which notified the Company that its failure to pay certain fees required by Listing Rule 5250(f) serves an additional
basis for delisting the Company's securities from Nasdaq unless the Company appeals this determination.

 The Company fully intends
to timely appeal such determinations pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension
of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision.

 F- 13

 Going
Concern Consideration

 The $ 28,407
held outside of the Trust Account will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance
of these financial statements, assuming that a business combination is not consummated during that time. Giving effect to the 2024 Charter
Amendment Proposals discussed above, the Company has until May 22, 2025 (or June 22, 2025 if the additional extensions are afforded
to the Company under the terms of the Extension), to complete an initial business combination,
subject to the Company making the required Trust Account deposits. If an initial business combination is not consummated by May 22,
2025 (or June 22, 2025 if the additional extensions are afforded to the Company under the terms of the Extension),
there will be a mandatory liquidation and subsequent dissolution of the Company. The Company may need to raise additional capital through
loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company's officers,
directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, to meet the Company's working capital needs and provide for the required monthly extension
Trust Account deposits. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional
capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to,
curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide
any assurance that new financing will be available to it on commercially acceptable terms, if at all.

believes that the proceeds raised in the initial public offering and the funds potentially available from loans from the Sponsor or any
of their affiliates will be sufficient to allow the Company to meet the expenditures required for its activities until a business combination
is complete. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating
a business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate
its business prior to the initial business combination. Moreover, the Company may need to obtain additional financing either to complete
the business combination or because the Company becomes obligated to redeem a significant number of public shares upon completion of the
business combination, in which case the Company may issue additional securities or incur debt in connection with such business combination.

 Management
has determined that the liquidity condition, potential mandatory liquidation and subsequent dissolution raise substantial doubt about
the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the
recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue
as a going concern.

 Risks
and Uncertainties

 Results
of operations and the Company's ability to complete an initial business combination may be adversely affected by various
factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The
business could be impacted by various social and political circumstances in the U.S. and around the world (including wars and other
forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and
potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security
operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also
contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the
conflict between Russia and Ukraine and the Israel-Hamas war and resulting market volatility could adversely affect the
Company's ability to complete a business combination. In response to the conflict between Russia and Ukraine and Israel and
Hamas, the U.S. and other countries have imposed sanctions or other restrictive actions which could have a material adverse effect
on the Company's ability to complete a Business Combination and the value of the Company's securities. The Company
cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the
extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The
Company's financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 F- 14

 Inflation
Reduction Act of 2022

 On August
16, 2022, the Inflation Reduction Act of 2022 (the "IRA") was signed into federal law. The IRA provides for, among other things,
a new U.S. federal 1 % excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic
subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing
corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury")
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

 On December
27, 2022, the U.S. Department of the Treasury issued Notice 2023-2 (the "Notice") as interim guidance until publication of
forthcoming proposed regulations on the excise tax. Although the guidance in the Notice does not constitute proposed or final Treasury
regulations, taxpayers may generally rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations.
Certain of the forthcoming proposed regulations (if issued) could, however, apply retroactively. The Notice generally provides that if
a covered corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such
covered corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject
to the excise tax.

 Because
any redemptions of our stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022,
the redemptions that take place after that date, including the redemption on June 18, 2024 in connection with the 2024 Special Meeting,
may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions
would depend on a number of factors, including (i) the fair market value of the such redemptions, together with any other redemptions
or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it
occurs (including redemptions in connection with the Special Meeting), (iii) the nature and amount of any equity issuances, in connection
with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within
the taxable year of such redemptions, and (v) legal uncertainties regarding how the excise tax applies to transactions like the Business
Combination (and, if applicable, a complete liquidation and dissolution of the Company) and the content of final and proposed regulations
and further guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination
and in our ability to complete a Business Combination. The proceeds placed in the trust account and the interest earned thereon will not
be used to pay for the excise tax that may be levied on the Company in connection with such redemptions. The Company further confirms
that it will not utilize any funds from the trust account to pay any such excise tax.

 On June
18, 2024, the Company's stockholders redeemed 2,752,307 Class A common stock shares for a total of $ 30,194,356. The Company evaluated
the current status and probability of the excise taxes becoming payable in relation to these redemptions under the guidance in ASC 450,
 Contingencies, and determined that a contingent liability should be calculated and recorded. For the year ended December 31, 2024,
the Company incurred $ 301,944 excise tax liability related to the June 18, 2024 redemptions. No such redemptions occurred during
the year ended December 31, 2023. The excise tax liability totaled $ 301,944 and $ 0 as of December 31, 2024 and 2023, respectively.

 Franchise
and Income Tax Withdrawals

year ended December 31, 2024, the Company withdrew $ 1,031,029 of interest and dividend income earned in the Trust Account for payment
of the Company's franchise and income tax liabilities. As of December 31, 2024, $ 99,006 of the funds were inadvertently used for
the payments of general operating expenses. The Company is expected to replenish these amounts via a Working Capital Loan from its Sponsor
or another similar type of financing.

 F- 15

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

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

 Use of
Estimates

 The preparation
of the financial statements in conformity with U.S. GAAP requires 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. Significant
assumptions include the fair value of the Company's Public Warrants and Representative Shares at their issuance dates, the valuation
of the over-allotment option provided to the underwriters and the excise tax liability in connection with redemption of Class A common
stock that occurred at the 2024 Special Meeting. Actual results could differ from those estimates.

 Emerging
Growth Company

is an "emerging growth company", as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a non-binding 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.

 Net Income
Per Share

complies with accounting and disclosure requirements of ASC 260, Earnings Per Share ("ASC 260"). Net income per share
is computed by dividing net income by the weighted average number of outstanding Class A common stock and Class B common stock during
the periods presented.

statements of operations include a presentation of net income per share subject to redemption in a manner similar to the two-class method
of income per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with ASC
480-10-S99-3A, the Company deemed the fair value of the Class A common stock subject to possible redemption to approximate the contractual
redemption value and as such, the accretion has no impact on the calculation of net income per share.

 The
Company's Public Warrants (see Note 3) and Private Placement Warrants, including from the conversion of the Working Capital
Loans (see Notes 4 and 6) could, potentially, be exercised or converted into Class A common stock and then share in the earnings of
the Company. However, these warrants were excluded when calculating diluted income per share as the contingencies associated
with the warrants had not been satisfied as of the end of the reporting periods presented. As a result, diluted income per share is
the same as basic income per share for the periods presented.

 F- 16

 A reconciliation of net income
per share is as follows for the year ended December 31, 2024:

 Class A
 subject to
 possible
 redemption

 Class A
 Perm

 Class B

 Allocation of undistributable income

 $
 297,005

 $
 4,086

 $
 102,173

 Weighted average shares outstanding, basic and diluted

 3,939,567

 Basic and diluted net income per share

 $
 0.08

 $
 0.08

 $
 0.08

 A reconciliation
of net income per share is as follows for the year ended December 31, 2023:

 Class A
 subject to
 possible
 redemption

 Class A
 Perm

 Class B

 Allocation of undistributable income

 $
 631,939

 $
 6,319

 $
 196,527

 Weighted average shares outstanding, basic and diluted

 4,321,342

 43,213

 1,343,897

 Basic and diluted net income per share

 $
 0.15

 $
 0.15

 $
 0.15

 Marketable
Securities Held in Trust Account

 On December
31, 2024, the assets held in the Trust Account were substantially held in a treasury trust fund investing in U.S. Treasury Bills and U.S.
Treasury Notes. These securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these
securities are included in dividend and interest income in the accompanying statements of operations and are automatically reinvested.
The fair value for these securities is determined using quoted market prices in active markets.

years ended December 31, 2024 and 2023, the Company withdrew $ 1,031,029 and $ 0, respectively, of investment income from the Trust Account
to pay its tax obligations. As of December 31, 2024, $ 99,006 of the funds were inadvertently used for the payments of general operating
expenses. The Company is expected to replenish these amounts via a Working Capital Loan from its Sponsor or another similar type of financing.

 Deferred
Credit

year ended December 31, 2023, the Company received a $ 191,250 unconditional and non-refundable reimbursement for certain general and administrative
expenses incurred by the Company from Xiaoyu Dida as part of a non-binding letter of intent, which as of December 31, 2024 and December
31, 2023 had not been cancelled. This amount was recorded as a deferred credit associated with a potential business combination in the
accompanying balance sheets as of December 31, 2024 and December 31, 2023.

 Fair
Value of Financial Instruments

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

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. The Company has not experienced losses on these accounts.

 F- 17

 Share-Based
Payment Arrangements

accounts for stock awards in accordance with 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.

Stock Subject to Possible Redemption

accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities
from Equity ("ASC 480"). Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument
and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) are classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's
Class A common stock sold as part of its IPO features certain redemption rights that are considered to be outside of the Company's
control and subject to the occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are
classified as temporary equity and are accreted from the initial carrying amount to the redemption value over the period from the date
of issuance to the earliest redemption date of the instrument on a straight-line basis. Subsequent to the IPO date, the accretion also
includes the dividend and interest income earned in the Trust Account in excess of income and franchise taxes as well as required deposits
to extend the life of the Company, which currently occur on a monthly basis.

 The redemption
values as of December 31, 2024 and 2023 include $ 100,000 that can be used to pay any dissolution expenses, should a dissolution event
occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses
to be paid from the interest earned in the Trust Account, up to $ 100,000, if and when a dissolution is deemed probable.

 The reconciliation
of Class A common stock subject to possible redemption as of December 31, 2024 is as follows:

 Gross proceeds from sale of Public Units

 $
 54,210,000

 Less: Proceeds allocated to Public Warrants

 ( 1,218,153
)

 Less: Proceeds allocated to underwriters' over-allotment option

 ( 134,584
)

 Less: Issuance costs allocated to Class A common stock subject to possible redemption

 ( 3,928,774
)

 Less: Redemption of Class A common stock

 ( 30,194,356
)

 Accretion to redemption value

 11,289,712

 Class A common stock subject to possible redemption

 $
 30,023,845

 The reconciliation
of Class A common stock subject to possible redemption as of December 31, 2023 is as follows:

 Gross proceeds from sale of Public Units

 $
 54,210,000

 Less: Proceeds allocated to Public Warrants

 ( 1,218,153
)

 Less: Proceeds allocated to underwriters' over-allotment option

 ( 134,584
)

 Less: Issuance costs allocated to Class A common stock subject to possible Redemption

 ( 3,928,774
)

 Accretion to redemption value

 7,138,931

 Class A common stock subject to possible redemption

 $
 56,067,420

 Derivative
Financial Instruments

issued warrants to its investors, and the over-allotment option to the underwriter. The Company accounts for financial instruments as
either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and applicable
authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether
the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and
meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company's
own stock and whether the holders of the warrants could potentially require "net cash settlement" in a circumstance outside
of the Company's control, among other conditions for equity classification.

 F- 18

 At the IPO
date, the Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) were accounted for as equity instruments as they meet
all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. The over-allotment
option was accounted for as a liability under ASC 480, as it is an option exercisable into redeemable shares.

 Fair
Value Measurements

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

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

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

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

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

 As of December
31, 2024 and 2023, the Company held Level 1 financial instruments, which are the Company's marketable securities held in the Trust
Account.

 The over-allotment
option expired on April 30, 2023. The fair value of the over-allotment option was $ 134,583 and zero at the IPO date and April 30, 2023,
respectively. The change in the over-allotment option was zero and ($ 134,583) for the year ended December 31, 2024 and 2023, respectively,
which is included in other income in the accompanying statements of operations. Prior to the over-allotment option's expiration,
it was considered to be a recurring Level 3 fair value measurement.

 The Representative
Shares were valued at the IPO date using the fair value of the Class A common stock, adjusted for 50 % probability of consummation of the
business combination and a discount for lack of marketability. The Public Warrants were valued at the IPO date using a Monte Carlo simulation
based on management's assumption incorporating 50 % probability of completing a successful business combination. These estimates
at the IPO date were considered to be non-recurring Level 3 fair value measurements.

 Working
Capital Loans

 The Working
Capital Loans (Note 5) are issued in the form of convertible notes, with the embedded feature to convert the up to $ 2,000,000 of the Working
Capital Loans into Private Placement Warrants at a price of $ 1.00 per warrant (the "Embedded Feature"). Given that the Embedded
Feature is indexed to the Company's common stock which is classified as equity, the Embedded Feature does not require the Company
to settle the obligation in cash, the Embedded Feature does not contain a beneficial conversion feature, and the Embedded Feature
does not include a significant premium, the Embedded Feature is not required to be accounted for separately.

 Income
Taxes

adopted ASC 740, Income Taxes ("ASC 740"), at its inception. Under ASC 740, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled.

 F- 19

 The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.

recognizes the tax benefits of uncertain tax positions only when the positions are "more likely than not" to be sustained
assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies
for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application
of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves
are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings.
Therefore, the actual liability of the various jurisdictions may be materially different from management's estimate. As of December
31, 2024 and 2023, the Company has not recorded any amounts related to uncertain tax positions.

 Recent
Accounting Standards

 In August 2020, the FASB issued ASU 2020-06, Debt—Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity's Own Equity (Subtopic
815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This guidance changes how entities account
for convertible instruments and contracts in an entity's own equity and simplifies the accounting for convertible instruments by
removing certain separation models for convertible instruments. This guidance also modifies the guidance on diluted earnings per share
calculations. This new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December
15, 2023, but allows for early adoption. The Company adopted ASU 2020-06 on January 1, 2024 which had no impact on its financial statements.

 In December 2023, the FASB issued ASU
2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," that addresses requests for improved income
tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt
the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective
basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently
evaluating the potential impact that the adoption of this standard will have on its financial statements.

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

 NOTE
3 – INITIAL PUBLIC OFFERING

16, 2023, the Company sold 5,200,000 Units at a price of $ 10.00 per Unit. Each Unit consists of one share of Class A common stock and
one Public Warrant. Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 per share.
Each Public Warrant will become exercisable 30 days after the completion of the initial business combination and will expire five years
after the completion of the initial business combination, or earlier upon redemption or liquidation (see Note 7). In connection with the
IPO, the Company also granted the underwriters a 45-day option to purchase an additional 780,000 Units at the IPO price.

17, 2023, the underwriters exercised their option to purchase 221,000 additional Units for the total amount of $ 2,210,000. The remaining
over-allotment option for 559,000 Units expired on April 30, 2023.

 NOTE
4 – PRIVATE PLACEMENT

16, 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants
(each a "Private Placement Warrant") at a price of $ 1.00 per warrant, for an aggregate purchase price of $ 3,449,500.

17, 2023, the underwriters partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement
Warrants, generating an additional $ 127,500 in gross proceeds.

 Each Private
Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the Private
Placement of the Private Placement Warrants funded the Trust Account, IPO issuance costs and as well as the operations prior to the business
combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after
payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders
and the Private Placement Warrants will be worthless (see Note 7).

 F- 20

 NOTE
5 – RELATED PARTY TRANSACTIONS

 Founder

 In May 2022,
the Sponsor paid $ 25,000, or approximately $ 0.011 per share, to cover certain offering costs in consideration for 2,156,250 shares of
Class B common stock, par value $ 0.0001 (the "Founder Shares" or "Class B common stock"). On May 10, 2022, the
Sponsor surrendered 287,500 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 1,868,750
Founder Shares. On August 26, 2022, the Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla and Stephen Markscheid, each
of which are members of the Company's Board of Directors (Note 8). The awards will vest simultaneously with the closing of an initial
business combination, provided the director has continuously served on the Company's Board of Directors through the closing of such
initial business combination. On March 16, 2023, the Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting
in the Sponsor and directors holding an aggregate of 1,495,000 Founder Shares. Up to 195,000 of the Founder Shares were subject to forfeiture
to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration date on April 30, 2023.

17, 2023, upon the partial exercise their over-allotment option by the underwriters, the forfeiture lapsed for 55,250 Founder Shares.
Following the expiration of the underwriters' remaining over- allotment option on April 30, 2023, the remaining 139,750 Founder
Shares were forfeited, resulting in the Sponsor and directors holding an aggregate of 1,355,250 Founder Shares.

 Private
Placement

16, 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants
(each a "Private Placement Warrant") at a price of $ 1.00 per warrant, for an aggregate purchase price of $ 3,449,500.

17, 2023, the underwriters partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement
Warrants, generating an additional $ 127,500 in gross proceeds.

 Each Private
Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the Private
Placement of the Private Placement Warrants funded the trust account, IPO issuance costs and the operations prior to the business combination.
If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments
from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private
Placement Warrants will be worthless (see Note 7).

 Working
Capital Loans

 In order
to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of
the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). If the Company completes a business combination, the Company will repay the Working Capital Loans. Up to
$ 2,000,000 of such loans may be converted into warrants, at a price of $ 1.00 per warrant at the option of the lender, upon
consummation of the Company's initial business combination. 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.

year ended December 31, 2024, the Company received from the Sponsor $ 1,923,100 in Working Capital Loans, of which $ 856,100 was utilized
for working capital needs, $ 542,000 was utilized to fund the Initial Extension and $ 525,000 was utilized to fund the First 2024 Monthly
Extension, Second 2024 Monthly Extension, Third 2024 Monthly Extension, Fourth 2024 Monthly Extension, Fifth 2024 Monthly Extension, Sixth
2024 Monthly Extension and Seventh 2024 Monthly Extension. The Working Capital Loans are to be repaid upon the consummation of a business
combination, without interest, or, at the lender's option, up to $ 2,000,000 of the outstanding Working Capital Loans are convertible
into Private Placement Warrants at a price of $ 1.00 per warrant. As of December 31, 2024 and 2023, the Company had $ 2,000,000 and $ 272,000,
respectively, of outstanding Working Capital Loans from the Sponsor, included in Convertible note – related party in the accompanying
balance sheets. As of December 31, 2024 and 2023, the Company had $ 191,100 and $ 0 respectively, included in Promissory note – related
party in the accompanying balance sheets.

 Administrative
Support Agreement

 On March 22, 2023, the Company entered into the
administrative support agreement under which it pays the Sponsor a total of $ 10,000 per month, up until the completion of the Company's
initial business combination or liquidation, for secretarial and administrative services. The Company's expenses related to the
administrative support agreement were $ 120,000 and $ 90,000 for the years ended December 31, 2024 and 2023, respectively. Upon completion
of the initial business combination or the Company's liquidation, the Company will cease paying these monthly fees. As of December
31, 2024 and 2023, $ 182,180 and $ 62,180, respectively, of amounts due to the Sponsor under the Administrative Support Agreement remain
unpaid, and are included in Due to Related Party on the Company's balance sheets.

 F- 21

 NOTE
6 - COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of up to $ 2,000,000 of
Working Capital Loans (see Note 5), any shares of Class A common stock issuable upon the exercise of the Private Placement
Warrants and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a
registration rights agreement signed at the effective date of the IPO, requiring the Company to register such securities for resale
(in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities
are entitled to make up to three demands, excluding short form demands that the Company register such securities. In addition, the
holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the
completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415
under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions
resulting from delays in registering securities.

 Underwriting
Agreement

 The underwriter
received a fee of $ 0.15 per unit, or $ 813,150 in the aggregate at the closing of the IPO. In addition, $ 0.35 per share, or $ 1,897,350
in the aggregate will be payable to the underwriter for deferred underwriting commissions solely in the event that the Company completes
a business combination, subject to the terms of the underwriting agreement.

 In addition,
in conjunction with the IPO, the Company issued to the underwriter 54,210 Representative Shares. The holders of the Representative Shares
agreed (a) that they will not transfer, assign or sell any such shares without the Company's prior consent until the completion
of the initial business combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect
to such shares in connection with the completion of the initial business combination and (iii) to waive their rights to liquidating distributions
from the Trust Account with respect to such shares if the Company fails to complete the initial business combination within the Combination
Period. The representative shares are deemed to be underwriters' compensation by FINRA pursuant to FINRA Rule 5110.

 NOTE
7 - STOCKHOLDERS' DEFICIT

 Preferred
Stock - The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $ 0.0001 and 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 December
31, 2024 and 2023 there were no shares of preferred stock issued or outstanding.

 Class
A common stock - The Company is authorized to issue 26,000,000 shares of Class A common stock, with a par value of $ 0.0001 per share.
Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2024, there were 2,722,903 shares, of which
 2,668,693 shares are subject to possible redemption and included in temporary equity. As of December 31, 2023, there were 5,475,210 shares,
of which 5,421,000 shares are subject to possible redemption and included in temporary equity.

 Class
B common stock - The Company is authorized to issue 4,000,000 shares of Class B common stock, with a par value of $ 0.0001 per share.
Holders of the Class B common stock are entitled to one vote for each share. As of December 31, 2024 and 2023, there were 1,355,250 shares
of Class B common stock issued and outstanding, respectively. Refer to Note 5 for further detail.

 Holders
of Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of
the Company's stockholders except as otherwise required by law. The Class B common stock will automatically convert into Class A
common stock at the time of a business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion
of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of (i) the total number of shares of common
stock issued and outstanding upon completion of the IPO, plus (ii) the total number of shares of Class A common stock issued or deemed
issued or issuable upon conversion or exercise of any equity-linked securities by the Company in connection with or in relation to the
consummation of a business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible
into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the business combination and any Private
Placement Warrants issued to the Sponsor, its affiliates or any member of the Company's management team upon conversion of Working
Capital Loans. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one.

 F- 22

 Warrants
- As of December 31, 2024 and 2023, 5,421,000 Public Warrants and 3,576,900 Private Placement Warrants (collectively, the "Warrants")
were outstanding. The Warrants were issued in the same form at the IPO date. Each Public Warrant and Private Placement Warrant entitles
the holder to purchase one share of Class A common stock at a price of $ 11.50 per share.

 In addition,
if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of the initial business combination at a newly issued price of less than $ 9.20 per share of Class A common stock (with
such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance
to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable,
prior to such issuance), (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 the initial business combination on the date of the consummation of the initial business
combination (net of redemptions), and (z) the Market Value is below $ 9.20 per share, then the exercise price of the Warrants will be adjusted
(to the nearest cent) to be equal to 115 % of the greater of the Market Value and the newly issued price, and the $ 18.00 per share redemption
trigger price described below will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the newly
issued price.

 The Warrants
will become exercisable 30 days after the completion of a business combination. However, no Warrant shall be exercisable for cash and
the Company shall not be obligated to issue shares of common stock upon exercise of a Warrant unless the common stock issuable upon such
Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant,
the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless,
in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for
the shares of Class A common stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder
in any state in which such exercise would be unlawful.

 The Warrants
will expire five years after the completion of a business combination or earlier upon redemption or liquidation.

 Once the
Warrants become exercisable, the Company may redeem the outstanding Warrants:

 in whole and not in part;

 at a price of $ 0.01 per warrant;

 upon not less than 30 days' prior written notice of redemption given after the warrants become exercisable (the " 30 -day redemption period") to each warrant holder; and

 if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three days before the Company sends the notice of redemption to the warrant holders.

 If the Company
calls the warrants for redemption as described above, the Company's management will have the option to require all holders that
wish to exercise warrants to do so on a "cashless basis." In determining whether to require all holders to exercise their
warrants on a "cashless basis," the Company's management will consider, among other factors, the cash position, the
number of warrants that are outstanding and the dilutive effect on the Company's stockholders of issuing the maximum number of shares
of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the "fair market value" (defined below) by (y) the fair market value. The "fair market value" for this purpose
shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third day prior to the
date on which the notice of redemption is sent to the holders of warrants.

 F- 23

 NOTE
8 - STOCK-BASED COMPENSATION

 Class
B Common Stock Share Transfers

 In August
2022, the Sponsor transferred 25,000 shares of Class B common stock to each of the two independent directors as compensation for their
service on the Company's Board of Directors. If the director was no longer serving as a director of the Company at the time of the
IPO, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination involving the Company ("the Triggering Event"),
all of such director's shares shall be returned to Sponsor. Further, considering that in case the business combination does not
occur these awards will be forfeited, it was deemed that the above terms result in the vesting provision whereby the share awards would
vest only upon the consummation of a business combination or change of control event. As a result, any compensation expense in relation
to these grants will be recognized at the Triggering Event. Therefore, the Company recorded no compensation expense for the period from
March 3, 2022 (inception) through December 31, 2024.

 The fair
value of the Founder Shares on the grant date was approximately $ 0.81 per share. The valuation performed by the Company determined the
fair value of the shares on the date of grant by applying a discount based upon (a) the probability of a successful IPO, (b) the probability
of a successful business combination, and (c) the lack of marketability of the Founder Shares. The aggregate grant date fair value of
the awards amounted to approximately $ 40,500.

 Total unrecognized
compensation expense related to unvested Founder Shares at December 31, 2024 and 2023 amounted to approximately $ 40,500 and is expected
to be recognized upon the Triggering Event.

 Representative

16, 2023, in conjunction with the IPO, the Company issued to the underwriter 52,000 shares of Class A common stock for nominal consideration
(the "Representative Shares").

17, 2023, the underwriters partially exercised their over-allotment option. As a result of the partial over-allotment, the underwriter
received an additional 2,210 Representative Shares, bringing the total Representative Shares to 54,210.

 The fair
value of the Representative Shares was accounted for as compensation under ASC 718 and was included in the offering costs. The fair value
of the 54,210 Representative Shares at the date of issuance was determined to be $ 270,520.

 NOTE
9 - INCOME TAXES

 For the
years ended December 31, 2024 and 2023, the Company incurred $ 430,783 and $ 443,990, respectively, of current income tax expense.

income tax provision consists of the following as of December 31, 2024 and 2023:

 2024

 2023

 Federal

 Current

 $
 430,783

 $
 443,990

 Deferred

 ( 460,667
)

 ( 203,709
)

 Change in valuation allowance

 460,667

 203,709

 Income tax provision

 $
 430,783

 $
 443,990

net deferred tax assets consisted of the following as of December 31, 2024 and 2023:

 2024

 2023

 Deferred tax asset

 Startup expenses

 $
 460,667

 $
 205,034

 Total deferred tax assets

 460,667

 205,034

 Valuation allowance

 ( 460,667
)

 ( 205,034
)

 Deferred tax asset, net of valuation allowance

 $
 -

 $
 -

 F- 24

 The income
tax benefit differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years
ended December 31, 2024 and 2023 due to the following:

 2024

 2023

 Statutory federal income tax rate

 21.00
 %

 21.00
 %

 Change in fair value of overallotment liability

 -
 %

 ( 2.21
)%

 Valuation allowance

 30.40
 %

 15.93
 %

 Income tax provision expense/(benefit)

 51.40
 %

 34.72
 %

 As of December
31, 2024 and 2023, the Company had U.S. federal net operating loss carryovers of $ 0.

 In assessing
the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which temporary differences representing 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.

has no uncertain tax positions related to federal and state income taxes. The federal tax returns for the Company since inception remains
open for examination.

 When the
Company is assessed interest or penalties it will be classified in the financial statements as tax expense. For the year ended December
31, 2024, the Company incurred $ 22,012 of interest and penalties on the unremitted income tax obligations. No interest or penalties were
incurred during the year ended December 31, 2023.

 NOTE
10 - SUBSEQUENT EVENTS

 The Company did not identify
any subsequent events that require adjustment or disclosure in the financial statements, other than below:

 On January 16, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until February 22, 2025 (the "First
2025 Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On February 20, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until March 22, 2025 (the "Second 2025
Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On March 20, 2025, the Company further extended
the period it has to consummate an initial business combination by a period of one month, or until April 22, 2025 (the "Third 2025
Monthly Extension"). In connection with the one-month extension, the Company's Sponsor deposited $ 75,000 into the Company's

 On April 8, 2025, the Company received the Delisting Letter from Nasdaq
informing the Company that it has not regained compliance with Nasdaq Listing Rule 5550(b)(2) for the MVLS within the Compliance Period
in accordance with Nasdaq Listing Rule 5810(c)(3)(C). Accordingly, unless the Company requests an appeal of this determination, the Company's
securities will be delisted from The Nasdaq Capital Market, trading of the Company's Common Stock will be suspended at the opening
of business on April 17, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's
securities from listing and registration on The Nasdaq Stock Market.

 On April 17, 2025, the
Company received another notice from the staff of the Nasdaq Listing Qualifications department of Nasdaq stating that the Company's
failure to file its Annual Report on Form 10-K for the year ended December 31, 2024, serves a basis for delisting the Company's
securities from Nasdaq. Accordingly, unless the Company timely requests an appeal of this determination, the Company's securities
will be delisted from The Nasdaq Capital Market, trading of the Company's Common Stock will be suspended and a Form 25-NSE will
be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on
The Nasdaq Stock Market.

 On April 21, 2025, the Company received another notice from Nasdaq, which notified the Company that its failure
to pay certain fees required by Listing Rule 5250(f) serves an additional basis for delisting the Company's securities from Nasdaq
unless the Company appeals this determination.

 On April 21 2025, the Company further extended the period it has to consummate an initial business combination
by a period of one month, or until May 22, 2025 (the "Fourth 2025 Monthly Extension"). In connection with the one-month extension,
the Company's Sponsor deposited $ 75,000 into the Company's Trust Account.

 F- 25

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