FORTUNE RISE ACQUISITION CORPORATION 10-K

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 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, 2023

 or

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

 For the transition period from _____________
to ________________

 Commission file number: 001-40990

 (Exact name of registrant as specified in its charter)

 Delaware

 86-1850747

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 13575 58th Street North

 Suite 200

 Clearwater, Florida

 33760

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: 727 - 440-4603

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

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

 FRLAU

 The Nasdaq Stock Market LLC

 Class A Common Stock, par value $0.0001 per share

 FRLA

 The Nasdaq Stock Market LLC

 Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

 FRLAW

 The Nasdaq Stock Market LLC

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

 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

(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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 As of June 30, 2023, the last business day of
the registrant's most recently completed second quarter, the aggregate market value of the Class A Common Stock held by non-affiliates
of the registrant was approximately $ 39.0 million, based on the closing price per share of the registrant's Class A Common Stock
on June 30, 2023, as reported by the Nasdaq Stock Market. For the purposes of this disclosure, shares of common stock held by each executive
officer, director and affiliate based on public filings and other information known to the registrant have been excluded since such persons
may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

million

 The number of shares of common stock of the
registrant outstanding as of March 29, 2024 was 6,271,798,
consisting of 3,828,048 shares of Class A Common Stock and 2,443,750 shares of Class B common stock.

 FORM 10-K

 FOR THE YEAR ENDED DECEMBER 31, 2023

 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 16. FORM 10-K SUMMARY

 SIGNATURES

 i

 FORWARD LOOKING STATEMENTS

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

 ability to complete our initial business combination;

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

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

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

 pool of prospective target businesses;

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

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

 the potential liquidity and trading of our securities;

 the lack of a market for our securities;

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

 financial performance following our initial public offering.

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

 ii

 ITEM 1. BUSINESS

 In this Annual Report on Form 10-K (the "Form
10-K"), references to the "Company" and to "we," "us," and "our" refer to Fortune
Rise Acquisition Corporation.

 Overview

 We are a blank check company formed as a Delaware
corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar
business combination with one or more businesses, which we refer to throughout this report as our initial business combination. We are
not limited to a particular industry or geographic region for purposes of consummating an initial business combination.

 On November 5, 2021, we consummated our initial
public offering (the "IPO") of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment
option, the "Units"). Each Unit consists of one share of Class A Common Stock, $0.0001 par value per share (the "Class
A Common Stock"), and one-half of one redeemable warrant (the "Warrant"), each whole Warrant entitling the holder thereof
to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $97,750,000. Simultaneously with the closing of the IPO, we completed the private sale (the "Private
Placement") of 545,500 shares of Class A Common Stock (the "Private Placement Shares") including 505,500 shares to
our sponsor, Fortune Rise Sponsor LLC (the "Sponsor") and 40,000 shares to U.S. Tiger Securities ("US Tiger")
and EF Hutton, a division of Benchmark Investment LLC, two representatives of the several underwriters (each, a "Representative"),
at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $5,455,000. The Private Placement
Shares are identical to the shares of Class A Common Stock sold as part of the Units in the IPO, except that the holders have agreed
not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the
completion of our initial business combination. The proceeds of $99,705,000 ($10.20 per Unit) in the aggregate from the IPO and the Private
Placement were placed in a trust account (the "Trust Account") established for the benefit of our public stockholders and
the underwriters of the IPO with Wilmington Trust, National Association acting as trustee. References herein to "Initial Stockholders"
are to the Sponsor and other initial holders of our Class B common stock, par value $0.0001 per share ("Class B Common Stock").

 Our management has broad discretion with respect
to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially
all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

 Since our IPO, our sole business activity has
been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception
from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties
to fund our operations.

 Extensions

 We originally had until November 5, 2022 to consummate
our initial business combination; however, on November 4, 2022, an aggregate of $977,500 (the "First Extension Payment")
was deposited into our Trust Account for the public stockholders, representing $0.10 per public share, which enabled us to extend the
period of time we had to consummate our initial business combination by three months from November 5, 2022 to February 5, 2023 (the
"First Extension"). The First Extension was the first of the two three-month extensions permitted under our governing documents.
In connection with the First Extension Payment, we issued unsecured promissory notes (the "First Extension Notes") to certain
Initial Stockholders including (i) a note of $413,750 to Mr. Koon Keung Chan, the former manager of our Sponsor, (ii) a
note of $150,000 to US Tiger, and (iv) a note of $170,000 to Dr. Lei Xu, the former President and Chairwoman of the Company.

 The First Extension Notes are non-interest bearing
and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of our initial business combination and
(ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company.
The holders of the First Extension Notes have the right, but not the obligation, to convert their First Extension Notes, in whole or
in part, respectively, into private shares of the Class A Common Stock (the "First Extension Conversion Shares") of the Company,
as described in the public offering prospectus we filed with the Securities and Exchange Commission on November 3, 2021, File No. 333-256511
(the "Prospectus"). The number of First Extension Conversion Shares to be received by the holders in connection with such
conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such holders by
(y) $10.00. The First Extension Notes were later assigned to our Sponsor on December 22, 2022.

 In addition, on February 6, 2023, $977,500 (the
"Second Extension Payment") was deposited into our Trust Account for the public stockholders, representing $0.10 per public
share, which enables us to extend the period of time we have to consummate our initial business combination by three months from February
5, 2023 to May 5, 2023 (the "Second Extension"). The Second Extension is the second and final of the two three-month extensions
permitted under our governing documents. In connection with the Second Extension Payment, we issued an unsecured promissory note (the
"Second Extension Note") to Water On Demand, Inc., a Nevada corporation that controls our Sponsor ("WODI").

 The Second Extension Note is non-interest bearing
and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of our initial business combination
and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the
Company. The holder of the Second Extension Note has the right, but not the obligation, to convert its Second Extension Note, in whole
or in part, into private shares of the Class A Common Stock (the "Second Extension Conversion Shares") of the Company,
as described in the Prospectus. The number of Second Extension Conversion Shares to be received by the holders in connection with such
conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such holders by
(y) $10.00.

 After prior approval of our board of directors,
on April 10, 2023, at a special meeting of stockholders, our stockholders approved the filing of an amendment to the Amended and Restated
Certificate of Incorporation (the "First Amendment") to further extend, upon the request of our Sponsor, and approval by our
board of directors, the period of time for the Company to (i) consummate a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a "business
combination," (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100%
of the Company's Class A Common Stock included as part of the units sold in the Company's initial public offering that was
consummated on November 5, 2021, up to six times, each by an additional month, for an aggregate of six additional months (i.e., from May
5, 2023 up to November 5, 2023) (with an amended price per unredeemed share of Class A Common Stock of $0.0625 for each such one-month
extension) or such earlier date as determined by the board of directors. As a result, on April 11, 2023, we filed the First Amendment
with the Delaware Secretary of State. The stockholder vote to approve the First Amendment also triggered a redemption right for the holders
of the public shares of Class A Common Stock. As a result of the First Amendment, 4,493,968 shares of Class A Common Stock elected to
be redeemed. We have effected all six of those permitted monthly extensions.

 After prior approval of our board of directors,
on June 2, 2023, at a special meeting of stockholders, our stockholders approved the filing of an amendment to the Company's Amended
and Restated Certificate of Incorporation to amend the monthly extension amounts to be paid by the Sponsor (or its affiliates), to extend
the period of time for the Company to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination involving the Company to be made upon the request of the Sponsor, and approval by the Company's board
of directors, from a previously amended price per unredeemed share of Class A Common Stock of $0.0625 to the lower of $100,000 or
$0.05 per unredeemed share of Class A Common Stock. In connection with the June 2, 2023 special meeting of stockholders, the holders of 1,666,080 public
shares redeemed their shares for cash at a redemption price of approximately $10.76 per share, for an aggregate redemption amount of $17,927,021..

 After prior approval of our board of directors,
on October 25, 2023, at a special meeting of stockholders, our stockholders approved the filing of an amendment to the Amended and Restated
Certificate of Incorporation (the "Second Amendment") to further extend, upon the request of our Sponsor, and approval by
our board of directors, the period of time for the Company to (i) consummate a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as
a "business combination," (ii) cease its operations if it fails to complete such business combination, and (iii) redeem
or repurchase 100% of the Company's Class A Common Stock included as part of the units sold in the Company's initial public
offering that was consummated on November 5, 2021, up to twelve times, each by an additional month, for an aggregate of twelve additional
months (i.e. from November 5, 2023 up to November 5, 2024) (with an amended price per unredeemed share of Class A Common Stock of the
lesser of: (x) $100,000 and (y) an aggregate amount equal to $0.05 multiplied by the number of public shares that are not redeemed, for
each such one-month extension) or such earlier date as determined by the board of directors. On October 25, 2023, we filed the Second
Amendment with the Delaware Secretary of State. The stockholder vote to approve the Second Amendment also triggered a redemption right
for the holders of the public shares of Class A Common Stock. As a result of the Second Amendment, 452,404 shares of Class A Common Stock
elected to be redeemed for cash at a redemption price of approximately $10.96 per share, for an aggregate redemption amount of $4,958,348.
Following such redemptions, 3,614,952 public shares of Class A Common Stock remained outstanding as of December 31, 2023. As of the date
of this filing, we have effected five of those permitted twelve monthly extensions.

 Sponsor Transfers

 Effective December 22, 2022, Ka Wai Cheung, Koon
Lin Chan, and Koon Keung Chan, our Sponsor, and WODI entered into a Membership Interest Purchase and Transfer Agreement pursuant to which
they sold to WODI all right, title and interest in and to the membership interests held by each of Messrs. Cheung, Chan, and Chan in the
Sponsor (100 membership interests) for $400,000.

 In addition, effective December 22, 2022, our
Sponsor entered into a Securities Transfer Agreement with each of US Tiger Securities, Inc. (as designee of Lei Huang), Lei Xu, Yuanmei
Ma, Norman C. Kristoff, David Xianglin Li, Michael Davidov, and Christy Szeto (the "Sellers") pursuant to which the Sellers
sold to the Sponsor an aggregate of 343,750 shares of Class B Common Stock for the purchase price of $3,506.25. Out of the issued and
outstanding shares of Class B Common Stock, an aggregate of 100,000 shares remain owned by former management.

 Lastly, on December 22, 2022, each of Koon Keung
Chan, Lei Xu, and US Tiger Securities, Inc. assigned each of their promissory notes issued on November 4, 2022 in the aggregate amount
of $773,750 to the Sponsor.

 Business Combination Agreement

 On October 24, 2023, we entered into a Business
Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "BCA") with FRLA Merger
Sub, Inc., a Delaware corporation and our wholly owned subsidiary (the "Merger Sub") and WODI.

 The Business Combination

 The BCA provides, among other things, that Merger
Sub will merge with and into WODI, with WODI as the surviving company in the merger and, after giving effect to such merger, WODI shall
be a wholly-owned subsidiary of FRLA (the "Merger"). We will change our name to "Water on Demand, Inc." The Merger
and the other transactions contemplated by the BCA are hereinafter referred to as the "Business Combination." Other capitalized
terms used, but not defined, herein, shall have the respective meanings given to such terms in the BCA.

 In accordance with the terms and subject to the
conditions of the BCA, at the Effective Time, among other things: (i) each share of Class A Common Stock and each share of Class B Common
Stock (except for shares of Class B Common Stock held by the Sponsor which are subject to forfeiture pursuant to the Sponsor Letter Agreement)
that is issued and outstanding immediately prior to the Merger will become one share of common stock, par value $0.0001 per share; (ii)
by virtue of the Merger and without any action on the part of any Party or any other Person, each share of capital stock of Merger Sub
issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one
share of common stock, par value $0.0001, of WODI; (iii) by virtue of the Merger and without any action on the part of any Party or any
other Person, each share of WODI Common Stock (other than WODI Common Stock cancelled and extinguished pursuant to Section 2.1(a)(viii)
of the BCA) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and
converted into the right to receive that number of shares of Class A Common Stock equal to the Merger Consideration; provided, however,
that any shares of WODI Common Stock that are Restricted Shares shall be converted into restricted shares of Class A Common Stock, subject
to the same vesting, transfer and other restrictions as the applicable Restricted Shares; (iv) by virtue of the Merger and without any
action on the part of any Party or any other Person, each share of WODI Common Stock held immediately prior to the Effective Time by WODI
as treasury stock shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto; and (v) the
Company shall take all necessary action, including causing our directors to resign, so that immediately after the Effective Time, our
board of directors will consist of five (5) individuals: two (2) persons that are designated by WODI prior to the Closing; and three (3)
persons that are mutually designated by us and WODI prior to the Closing, each of whom shall be required to qualify as an independent
director under the Nasdaq rules, T. Riggs Eckelberry shall become our Chief Executive Officer and Prasad Tare shall become our Chief Financial
Officer.

 Representations and Warranties; Covenants

 The parties to the BCA have agreed to customary
representations and warranties for transactions of this type. In addition, the parties to the BCA agreed to be bound by certain customary
covenants for transactions of this type, including, among others, covenants with respect to the conduct of WODI and its subsidiaries during
the period between execution of the BCA and the Closing. Each of the parties to the BCA has agreed to use its reasonable best efforts
to cause all actions and things necessary to consummate and expeditiously implement the Business Combination.

 Conditions to Each Party's Obligations

 Under the BCA, 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) no order or law issued by any court of competent jurisdiction or other governmental entity or other
legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination being in effect;
(ii) the registration statement on Form S-4 containing the joint proxy statement/prospectus to be filed by us relating to the BCA and
the Merger (the " Registration Statement ") becoming effective in accordance with the provisions of the Securities
Act, no stop order being issued by Securities and Exchange Commission (the "SEC")
and remaining in effect with respect to the Registration Statement, and no proceeding seeking such a stop order being threatened or initiated
by the SEC and remaining pending; (iii) our initial listing application with Nasdaq in connection with the Business Combination having
been approved; (iv) our Board consisting of the number of directors, and comprising the individuals, determined pursuant to the BCA;
(v) the approval and adoption of the BCA and the transactions contemplated thereby by the requisite vote of our stockholders; (vi) the
approval and adoption of the BCA and the transactions contemplated thereby by the requisite vote of WODI's stockholders; (vii)
the absence of a Company Material Adverse Effect since the date of the BCA that is continuing and (viii) the absence of an FRLA Material
Adverse Effect since the date of the BCA that is continuing.

 Termination

 The BCA may be terminated under certain customary
and limited circumstances at any time prior to the Closing, including, without limitation, (i) by the mutual written consent of us and
WODI; (ii) by us, subject to certain exceptions, if any of the representations or warranties made by WODI are not true and correct or
if WODI fails to perform any of its covenants or agreements under the BCA (including an obligation to consummate the Closing) such that
certain conditions to our obligations could not be satisfied and the breach (or breaches) of such representations or warranties or failure
(or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30)
days after written notice thereof, and (B) July 24, 2024 (the "Termination Date"); (iii) by WODI, subject to certain exceptions,
if any of the representations or warranties made by us are not true and correct or if we fail to perform any of its covenants or agreements
under the BCA (including an obligation to consummate the Closing) such that the condition to the obligations of WODI could not be satisfied
and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is
(or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) the Termination
Date; (iv) by either us or WODI, if the Closing does not occur on or prior to the Termination Date, unless the breach of any covenants
or obligations under the BCA by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated
by the BCA; (v) by either us or WODI, if (A) any governmental entity shall have issued an order or taken any other action permanently
enjoining, restraining or otherwise prohibiting the transactions contemplated by the BCA and such order or other action shall have become
final and non-appealable; or (B) if the required Company or our stockholder consent is not obtained; (vi) by us, if WODI stockholders
meeting has been held, has concluded, WODI stockholders have duly voted, and WODI stockholder approval was not obtained; (vii) by WODI,
should we not have timely taken such actions as are reasonably necessary to extend the period of time for it to complete an initial business
combination for an additional period of six months from November 5, 2023; provided, that it shall be the obligation of WODI to timely
make the deposit into the Trust Account in connection with such extension, and WODI shall not have a right to terminate the BCA as a
result of WODI's failure to make such deposit; (viii) by us should WODI not deposit into the Trust Account in a timely manner the
funds necessary to extend the period for us to complete an initial business combination for an additional period of six months from November
5, 2023, in accordance with, and as required pursuant to, the BCA; and (ix) by is should: (A) Nasdaq not approve the initial listing
application for the combined company with Nasdaq in connection with the Business Combination; (B) the combined company not have satisfied
all applicable initial listing requirements of Nasdaq; or (C) the common stock of the combined company not have been approved for listing
on Nasdaq prior to the Closing Date.

 In the event of the termination of this BCA, the BCA will become void
(and there will be no Liability or obligation on the part of the Parties and their respective Non-Party Affiliates) with the exception
of Section 5.3(a), Section 7.2, Article VIII and Article I (to the extent related
to the termination), each of which will survive such termination and remain valid and binding obligations of the Parties.

 The BCA contains representations, warranties and covenants that the
respective parties made to each other as of the date of the BCA or other specific dates. The assertions embodied in those representations,
warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications
and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants
in the BCA are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject
to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating
risk among the parties rather than establishing matters as facts. We do not believe that these schedules contain information that is material
to an investment decision.

 Amendment to the Business Combination
Agreement

 On February 6, 2024, we and WODI entered into
Amendment No. 1 to the BCA (the "BCA Amendment"). The BCA Amendment amended the BCA to delete Section 6.1(g), which required
us to have at least $5,000,001 of net tangible assets immediately after the Effective Time (as defined in the BCA), and amended certain
WODI Disclosure Schedules.

 Business Strategy and Acquisition Criteria

 Our strategy has been to identify, acquire, and
initiate an initial business combination with the mindset and goal to build and grow a company or companies, in search of potential targets
from various industries which we believe could materially grow revenue and earnings through the efforts of a combined management team
following the completion of an initial business combination. We will not undertake our initial business combination with any entity with
its principal business operations in China (including Hong Kong and Macau). Our Certificate of Incorporation prohibit us from undertaking
our initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong
Kong and Macau).

 Consistent with our business strategies and objectives,
we identified the following general criteria and guidelines that we believe are helpful in evaluating prospective targets companies for
acquisition or business combination, which we believe are important in evaluating prospective target businesses. While we intend to use
these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification
to do so.

 Strong management Team. We will seek to acquire
those businesses with reasoned and strong managements having a track record of driving growth and profitability; or having proposition
of the businesses that may likely be well received by public investors.

 Growth Potential. We will be looking for businesses
that we believe present the potential for revenue and earnings growth through a combination of business, management and resources. We
will also consider businesses with potential to generate stable and increasing free cash flow. We may also seek to prudently leverage
this cash flow in order to enhance stockholder value.

 Benefit from being a public company. We intend
to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader
sources of capital and a public profile that are associated with being a publicly traded company.

 This list of criteria and guidelines are not intended
to be exhaustive. Our management team will evaluate and value potential target company on a case-by-case basis. Any evaluation relating
to the merits of a particular initial business combination or acquisition may be based, to the extent relevant, on these general guidelines
as well as other considerations, factors, and criteria that our management may deem relevant. In the event that we decide to enter into
our initial business combination or acquisition 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 and guideline in our stockholder communications, which as discussed in the Prospectus
would be in the form of proxy solicitation or tender offer materials that we would file with the SEC.

 Our Acquisition Process

 We will evaluate a potential target's strengths,
weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination.

 Besides WODI, we currently do not have any specific
business combination under consideration. Our officers and directors have not individually selected a target business aside from WODI.
The prior management team was made aware of potential business opportunities, one or more of which may have been desirable to pursue for
a business combination, but they were not successful in consummating a transaction. Besides as discussed above, we have not (nor has anyone
on our behalf) had any substantive discussions, directly or indirectly, with any business combination target with respect to an initial
business combination with us.

 Each of our officers and directors presently has,
and any of them in the future may have additional, 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.

 Our Sponsor and directors and officers are not
prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with
their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities
as directors or officers or in their other endeavors, may choose to present potential business combinations to third parties before they
present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties.
Our Amended and Restated 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.

 Our officers may become an officer or director
of any other special purpose acquisition company with a class of securities registered under the Exchange Act, even before we enter into
a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by April
5, 2024, unless extended monthly to November 5, 2024 by approval of our board of directors and payment of the extension deposit by our
Sponsor, or its affiliates. Subject to his or her fiduciary duties under Delaware law, none of the members of our management have any
obligation to present us with any opportunity for a potential business combination of which they become aware. Our Sponsor and directors
and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies,
including in connection with their initial business combinations, prior to us completing our initial business combination. Our management
team, in their other endeavors, may choose to present potential business combinations to third parties, before they present such opportunities
to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties. Our Amended and Restated 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 the company and it is an opportunity that
we are able to complete on a reasonable basis.

 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, contractual or other
obligations, he or she will honor his or her fiduciary, contractual or other obligations to present such opportunity to such entity and
only present it to us if such entity rejects the opportunity and he or she determines to present the opportunity to us. 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. However,
we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability
to complete our initial business combination.

 In the event we seek to complete our initial business
combination with a company that is affiliated with, or which there is a fiduciary, contractual or other obligation by, our Sponsor, officers
or directors, we, or a committee of independent directors, may obtain an opinion from an independent investment banking firm which is
a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that the consideration to be paid
by us in the initial business combination is fair to our company from a financial point of view. Any such entity may co-invest with us
in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition
by making a specified future issuance to any such entity. Our Amended and Restated 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.

 Our Amended and Restated 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.

 Potential Conflicts

 Subject to his or her fiduciary duties under Delaware
law, none of the members of our management team has any obligation to present us with any opportunity for a potential business combination
of which they become aware. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming
involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing
our initial business combination. Our management team, in their capacities as directors and officers, in their other endeavors, may choose
to present potential business combinations to third parties, before they present such opportunities to us, subject to his or her fiduciary
duties under Delaware law and any other applicable fiduciary duties. Our Amended and Restated 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 the company and it is an opportunity that we are able to complete
on a reasonable basis.

 As more fully discussed in " Directors,
Executive Officers and Corporate Governance — Conflicts of Interest," if any of our officers or directors becomes aware
of an initial business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary
or contractual obligations, he may be required to present such initial business combination opportunity to such entity prior to presenting
such initial business combination opportunity to us. Our officers and directors may have certain relevant fiduciary duties or contractual
obligations to such other entities (as well as to us). We do not believe, however, that any fiduciary duties or contractual obligations
of our executive officers would materially undermine our ability to complete our initial business combination.

 For more information on the foregoing conflicts
of interest and the relevant pre-existing fiduciary duties or contractual obligations of our management team, see the section titled " Directors,
Executive Officers and Corporate Governance — Conflicts of Interest."

 Our Sponsor, officers, and directors have interests
that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

 the fact that our Sponsor holds 2,283,750 shares of Class B Common Stock (and our officer and directors collectively hold
60,000 shares of Class B Common Stock) which will be worthless if we liquidate instead of completing an initial business combination;

 the fact that our Sponsor, and its affiliates (WODI), also hold convertible
promissory notes in the aggregate principal amount of $4,763,735 as of December 31, 2023 and will likely further loan money to our company
for working capital purposes, all of which will likely be worthless if we liquidate instead of completing an initial business combination;

 the fact that WODI, which controls our Sponsor, is also the target
for acquisition by our company as a result of the BCA. The Sponsor as well as WODI have an interest in completing an initial business
combination as WODI's stockholders stand to benefit from the merger consideration as well seeing that the equity our Sponsor owns
in our company, and the deposits made to the Trust Account, including recently to extend the date of the business combination to April
5, 2024 (and any subsequent extension deposits), are put to use in an initial business combination, and not liquidated in a winding up
of our company; and

 the fact that, if the Trust Account is liquidated, including
in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify
us to ensure that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser per public share amount
as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an
acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target
business has not executed a waiver of any and all rights to seek access to the Trust Account.

 Status as a Public Company

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

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

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

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

 We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30 th,
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

 Financial Position

 With funds in the Trust Account as of March 29,
2024 available for a business combination in the amount of approximately $31.4 million after payment of $3,421,250 for deferred underwriting
commissions, before fees and expenses associated with our initial business combination, we offer a target business a variety of potential
options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations
or strengthening its balance sheet by reducing its debt or leverage ratio. Because we may be able to complete our business combination
using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination
that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, prior to consummating
a business combination, the Trust Account may be reduced or substantially depleted by shareholder redemptions, thereby limiting the amount
of cash that we would ultimately have available to complete the transaction or meet the objectives of a potential target. We have not
taken steps to secure third-party financing and there can be no assurance it will be available to us.

 Effecting our Initial Business Combination

 We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time. We intend to complete our initial business combination using remaining cash
from the proceeds of the IPO and the Private Placement of the Private Placement Shares (subject to potential reduction of the Trust Account
by shareholder redemptions), our capital stock, debt or a combination of these as the consideration to be paid in our initial business
combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in
its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

 If our initial business combination is paid for
using equity or debt instruments, or not all of the funds released from the Trust Account are used for payment of the consideration in
connection with our business combination or used for redemptions of our Class A Common Stock, we may apply the balance of the cash
released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the
purchase of other assets, companies or for working capital.

 We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may complete
our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust Account. Subject
to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our
business combination. In the case of an initial business combination funded with assets other than the Trust Account assets, our tender
offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required
by law, we would seek stockholder approval of such financing. There is no limitation on our ability to raise funds through the issuance
of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,
including pursuant to forward purchase agreements or backstop agreements we may enter into. At this time, we are not a party to any arrangement
or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of
our founders, officers, directors, or stockholders is required to provide any financing to us in connection with or after our initial
business combination. Our Amended and Restated Certificate of Incorporation provides that, prior to the consummation of our initial business
combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds
from the Trust Account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to
approve an amendment to our Amended and Restated Certificate of Incorporation to (x) extend the time we have to consummate a business
combination beyond November 5, 2024 or (y) amend the foregoing provisions, unless (in connection with any such amendment to our Amended
and Restated Certificate of Incorporation) we offer our public stockholders the opportunity to redeem their public shares.

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

 Sources of Target Businesses

 The former management expected to receive a number
of proprietary transaction opportunities to originate as a result of the business relationships, direct outreach, and deal sourcing activities
of that management team. In addition to the proprietary deal flow, they anticipated that target business candidates would be brought to
our attention from various unaffiliated sources, including investment banking firms, consultants, accounting firms, private equity groups,
large business enterprises, and other market participants. However, they were not successful in completing a business combination. The
new management may also have target businesses introduced to us on an unsolicited basis, since many of these sources will have read the
Prospectus and know what types of businesses we are targeting. However, besides as discussed above regarding WODI, the current management
has not (nor has anyone on our behalf) had any substantive discussions, directly or indirectly, with any business combination target with
respect to an initial business combination with us.

 Some of our officers, directors, and advisors
may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence
or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate. Although
we have approved monthly cash compensation to each of our directors and officers, in no event will the Sponsor or any of our existing
officers or directors, or any entity with which they are affiliated, be paid any finder's fee, consulting fee, advisory fee or other
compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless
of the type of transaction that it is) although we may consider cash or other compensation to officers or advisors we may hire to be paid
either prior to or in connection with our initial business combination.

 We are not prohibited from pursuing an initial
business combination with a business combination target that is affiliated with our founders, officers, directors, or advisors or making
the acquisition through a joint venture or other form of shared ownership with our officers, directors or advisors. WODI is such a potential
target. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our
founders, officers, directors, or advisors, we, or a committee of independent directors, would obtain an opinion from an independent investment
banking firm which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company
from a financial point of view. We are not required to obtain such an opinion in any other context. As more fully discussed in the section
of this Report entitled " Directors, Executive Officers and Corporate Governance — Conflicts of Interest," if
any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity
to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us.

 Lack of Business Diversification

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

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

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

 Limited Ability to Evaluate the Target's Management Team

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

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

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

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

 Type of Transaction

 Whether

Stockholder

Approval is

Required

 Purchase of assets

 No

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

 No

 Merger of target into a subsidiary of the company

 No

 Merger of the company with a target

 Yes

 Under Nasdaq's listing rules, stockholder
approval would be required for our initial business combination if, for example:

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

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

 the issuance or potential issuance of Common Stock will result
in our undergoing a change of control.

 The decision as to whether we will seek stockholders
approval of a proposed business combination in those instances in which stockholder approval is not required by applicable law or stock
exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include
a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the event we determine stockholder
approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company
at a disadvantage in the transaction or result in other additional burdens on the company; (ii) the expected cost of holding a stockholder
vote; (iii) the risk that the stockholders would fail to approve the proposed business combination; (iv) other time and budget
constraints of the company; and (v) additional legal complexities of a proposed business combination that would be time-consuming
and burdensome to present to stockholders.

 Permitted Purchases of our Securities

 In the event we seek stockholder approval of our
business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules,
our founders, officers, directors, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open
market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans
or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

 None of the funds in the Trust Account will be
used to purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public
information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may
include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial
owner thereof and therefore agrees not to exercise its redemption rights. In the event that our founders, officers, directors, advisors
or their affiliates purchase 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. We do not
currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange
Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine
at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

 The purpose of such purchases would be to (i) vote
such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business
combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or
a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not be met.
This may result in the completion of our business combination that may not otherwise have been possible.

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

 Our founders, officers, directors, advisors or
their affiliates anticipate that they may identify the stockholders with whom our founders, officers, directors, advisors or their affiliates
may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted
by stockholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our founders,
officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling
stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the business
combination. Our founders, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation
M under the Exchange Act and the other federal securities laws.

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

 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 amount in the Trust Account was initially $10.20 per public share. The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by deferred underwriting commissions we will pay to the underwriters. Our founders and advisors
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 Private Placement Shares held by them in connection with the completion of our business combination. However, if
our founders acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with
respect to such public shares if we fail to complete our initial business combination.

 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 business combination or (ii) by means of a tender
offer. The decision as to whether we will seek stockholder approval of a proposed 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. Asset acquisitions
and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and
any transactions where we issue more than 20% of our outstanding Common Stock or seek to amend our Amended and Restated Certificate of
Incorporation would require stockholder approval. If we structure a business combination transaction 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 business
combination. We intend to 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 maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

 If a stockholder vote is not required and we do
not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our Amended and Restated Certificate of
Incorporation:

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

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

 Upon the public announcement of our business combination,
we or our founders will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A Common
Stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange
Act.

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

 If, however, stockholder approval of the transaction
is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons,
we will, pursuant to our Amended and Restated Certificate of Incorporation:

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

 file proxy materials with the SEC.

 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 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. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any
such meeting, if required, at which a vote shall be taken to approve our initial business combination.

 These quorums and voting thresholds, and the voting
agreements of our Initial Stockholders may make it more likely that we will consummate our initial business combination. Each public stockholder
may elect to redeem its public shares irrespective of whether they vote, do not vote or abstain, and if they do vote, irrespective of
whether they vote for or against the proposed transaction, and irrespective of whether they were a public stockholder on the record date
for the general meeting held to approve the proposed transaction.

 Limitation on Redemption upon Completion of 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 business combination pursuant to
the tender offer rules, our Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15%
of the shares sold in the IPO, which we refer to as the "Excess Shares." 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 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 IPO 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 IPO, we believe we will limit the ability of a small group of stockholders
to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a 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, our Amended
and Restated Certificate of Incorporation does not restrict our stockholders' ability to vote all of their shares (including Excess
Shares) for or against, or to abstain from voting on, our business combination.

 Tendering Stock Certificates in Connection with a Tender Offer
or Redemption Rights

 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 tender
their 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 business combination in the event we distribute proxy materials, or to
deliver their shares to the transfer agent electronically using the Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian)
System, at the holder's option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public
shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such
delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close
of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable,
to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable
for stockholders to use electronic delivery of their public shares.

 There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically
charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However,
this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.
The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

 The foregoing is different from the procedures
used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check
companies would distribute proxy materials for the stockholders' vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the stockholder then had an "option window" after the completion
of the business combination during which he or she could monitor the price of the company's stock in the market. If the price rose
above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to
the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder
meeting, would become "option" rights surviving past the completion of the business combination until the redeeming holder
delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder's
election to redeem is irrevocable once the business combination is approved.

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

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

 Redemption of Public Shares and Liquidation if no Initial Business
Combination

 Our Amended and Restated Certificate of Incorporation
provides that we will have only until April 5, 2024, unless extended monthly up to November 5, 2024, upon approval of our board of directors
and extension deposits made by our Sponsor or its affiliate, to complete our initial business combination. If we are unable to complete
our business combination within such 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 $50,000 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 each case 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 business combination within the time period.

 Our Initial Stockholders have waived their rights
to liquidating distributions from the Trust Account with respect to any founder shares, Private Placement Shares and Representative Shares
held by them if we fail to complete our initial business combination by April 5, 2024, unless extended monthly upon approval of our board
of directors and extension deposits made by our Sponsor or its affiliate. However, if our Initial Stockholders acquire public shares in
or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail
to complete our initial business combination within the allotted time period.

 Our Initial Stockholders have agreed, pursuant
to a letter agreement with us, that they will not propose any amendment to our Amended and Restated Certificate of Incorporation (i) that
would 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 April 5, 2024, unless extended monthly upon approval
of our board of directors and extension deposits made by our Sponsor or its affiliate, or (ii) with respect to any other material
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 including interest earned on the funds held in the Trust Account
and not previously released to us to pay our taxes divided by the number of then outstanding public shares.

 We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the funds
held outside the Trust Account or by our Sponsor (under its indemnity obligations), although we cannot assure you that there will be sufficient
funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan
of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on dividend income earned
on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $50,000 of such accrued interest
to pay those costs and expenses.

 If we were to expend all of the remaining net
proceeds of the IPO and the sale of the Private Placement Shares, other than the proceeds deposited in the Trust Account, and without
taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by Class A stockholders upon
our dissolution would be approximately $11.03. The proceeds deposited in the Trust Account could, however, become subject to the claims
of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share
redemption amount received by stockholders will not be substantially less than $11.03. Under Section 281(b) of the DGCL, our
plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable,
if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our
stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for
all creditors' claims.

 Although we will seek to have all vendors, service
providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,
interest and claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, there is no guarantee
that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against
the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well
as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our
assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies
held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement
with a third party that has not executed a waiver if management believes that such third party's engagement would be significantly
more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a
waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly
superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver.

 In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the Trust Account for any reason. Our Sponsor has agreed that it will be liable to us if and
to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we
have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public
share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account,
due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except
as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any
claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.
In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to
the extent of any liability for such third party claims We have not independently verified whether the Sponsor has sufficient funds to
satisfy its indemnity obligations and believe that the Sponsor's only assets are securities of our company. We have not asked the
Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those
obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business
combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial
business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None
of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target
businesses.

 In the event that the proceeds in the Trust Account
are reduced below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the
date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest
which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has
no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against
the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action
on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors
to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We
have not asked the Sponsor to reserve for such indemnification obligations and we cannot assure you that the Sponsor would be able to
satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption
price will not be less than $10.20 per public share.

 We 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, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under our indemnity of the underwriters
of the IPO against certain liabilities, including liabilities under the Securities Act. We may not have access to funds outside of the
Trust Account with which to pay any such potential claims. In the event that we liquidate and it is subsequently determined that the reserve
for claims and liabilities is insufficient, stockholders who received funds from our Trust Account could be liable for claims made by
creditors.

 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
business combination by April 5, 2024, unless extended monthly upon approval of our board of directors and extension deposits made by
our Sponsor or its affiliate, may be considered a liquidating distribution under Delaware law. If the corporation complies with certain
procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it,
including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which
the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made
to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's
pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution.

 Furthermore, if the pro rata portion of our Trust
Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our business combination
by April 5, 2024, unless extended monthly upon approval of our board of directors and extension deposits made by our Sponsor or its affiliate,
is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant
to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption
distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our business combination
by April 5, 2024, unless extended monthly upon approval of our board of directors and extension deposits made by our Sponsor or its affiliate,
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 or for working capital purposes (less up to $50,000 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 each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our deadline and, therefore,
we do not intend to comply with those statutory procedures. As such, our stockholders could potentially be liable for any claims to the
extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary
of such date.

 Because we will not be complying with Section 280,
Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment
of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because
we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target
businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective
target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors,
service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right,
title, interest or claim of any kind in or to any monies held in the Trust Account. As a result of this obligation, the claims that could
be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the Trust
Account is remote. Further, the Sponsor may be liable only to the extent necessary to ensure that the amounts in the Trust Account are
not reduced below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the
date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest
withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of the IPO against certain liabilities,
including liabilities under the Securities Act. In the event that 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.

 If we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.20 per share to our
public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is
not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover
some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty
to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying
public stockholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought
against us for these reasons.

 Our public stockholders will be entitled to receive
funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not complete our business combination
by April 5, 2024, unless extended monthly upon approval of our board of directors and extension deposits made by our Sponsor or its affiliate,
subject to applicable law, (ii) (a) in connection with a stockholder vote to approve an amendment to our Amended and Restated
Certificate of Incorporation 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 have not consummated an initial business combination by April 5, 2024, unless
extended monthly upon approval of our board of directors and extension deposits made by our Sponsor or its affiliate, or (b) with respect
to any other provision relating to stockholders' rights or pre-initial business combination activity or (iii) our completion
of an initial business combination, and then only in connection with those public shares that such stockholder properly elected to redeem,
subject to the limitations described in the Prospectus. In no other circumstances will a stockholder have any right or interest of any
kind to or in the Trust Account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder's
voting in connection with the business combination alone will not result in a stockholder's redeeming its shares to us for an applicable
pro rata share of the Trust Account. Such stockholder must have also exercised its redemption rights as described above.

 Competition

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

 Employees

 We currently have one executive officer, Mr. Ryan
Spick, who serves as FRLA's Chief Financial Officer and Principal Executive Officer. Mr. Spick is not obligated to devote any specific
number of hours to our matters but he intends to devote as much of his time as he deems necessary to our affairs until we have completed
our initial business combination. The amount of time Mr. Spick will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not
intend to have any full-time employees prior to the completion of our initial business combination.

 Periodic Reporting and Financial Information

 We have registered our Units, Class A Common Stock
and Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current
reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited
and reported on by our independent registered public accountants.

 We have filed a Registration Statement on Form
8-A with the SEC to register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and
regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations
under the Exchange Act prior or subsequent to the consummation of our business combination.

 We will provide stockholders with audited financial
statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders
to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance
with U.S. GAAP. We cannot assure you that any particular target business selected by us as a potential acquisition candidate will have
financial statements prepared in accordance with U.S. GAAP or that the potential target business will be able to prepare its financial
statements in accordance with U.S. GAAP. To the extent that this requirement cannot be met, we may not be able to acquire the proposed
target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

 We are required to evaluate our internal control
procedures for the fiscal year ended December 31, 2023 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a
large accelerated filer or an accelerated filer will we be required to have our internal control procedures audited. A target company
may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development
of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such acquisition.

 ITEM 1A. RISK FACTORS

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

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 As a blank check company, we have no operations
and therefore do not have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies
of third parties, and any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that
we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and
sensitive or confidential data and could have a material adverse effect on our business, financial condition or reputation. Because of
our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against
cybersecurity threats, and we have no personnel or processes of our own for this purpose.

 Our board of directors and our audit committee
oversee risk for our company and are generally responsible for the oversight of risks from cybersecurity threats. Our management will
promptly report to the board of directors and our audit committee on incidents of material cybersecurity risks facing us and any third
parties and the measures that may be taken to mitigate such risks. In the event of a cybersecurity incident, we intend to follow an incident
response plan, which outlines the steps to be followed from incident identification, mitigation, recovery and notification to legal counsel,
senior leadership and the board of directors and our audit committee.

 We have not encountered any cybersecurity incidents
since our IPO.

 ITEM 2. PROPERTIES

 We do not own any real estate or other physical
properties materially important to our operations. We maintain our principal executive office at 13575 58th Street North, Suite 200, Clearwater,
Florida 33760. We consider our current office space, combined with the other office space otherwise available to our executive officer,
adequate for our current operations.

 ITEM 3. LEGAL PROCEEDINGS

 We are not currently a party to any material litigation
or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure
that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not Applicable.

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

 Our Units began to trade on the Nasdaq Global
Market, or Nasdaq, under the symbol "FRLAU" on November 3, 2021. The Class A Common Stock and Warrants comprising the units
began separate trading on Nasdaq on December 27, 2021, under the symbols "FRLA" and "FRLAW," respectively.

 Holders of Record

 As of March 29, 2024, there were eight holders
of record of our separately traded Class A Common Stock, one holder of record of our units, one holder of record of our separately traded
Warrants, and eight holders of record of our Class B Common Stock. The number of record holders was determined from the records of our
transfer agent and, with respect to the Class B Common Stock, the Company's book entry and does not include beneficial owners of
Class A Common Stock, Units, and separately traded Warrants whose shares are held in the names of various security brokers, dealers, and
registered clearing agencies.

 Dividends

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

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 None.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM 6. [RESERVED]

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

 The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes
thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.

 We are a blank check company formed as a Delaware
corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar
business combination with one or more businesses.

 Effective December 22, 2022, Ka Wai Cheung, Koon
Lin Chan, and Koon Keung Chan, Fortune Rise Sponsor LLC (the "Sponsor"), and Water On Demand, Inc., a Nevada corporation that
controls our Sponsor ("WODI"), entered into a Membership Interest Purchase and Transfer Agreement pursuant to which they sold
to WODI all right, title and interest in and to the membership interests held by each of Messrs. Cheung, Chan, and Chan in the Sponsor
(an aggregate of 100 membership interests) for $400,000.

 In addition, effective December 22, 2022, our
Sponsor entered into a Securities Transfer Agreement with each of US Tiger Securities, Inc. (as designee of Lei Huang), Lei Xu, Yuanmei
Ma, Norman C. Kristoff, David Xianglin Li, Michael Davidov, and Christy Szeto (the "Sellers"), pursuant to which the Sellers
sold to the Sponsor an aggregate of 343,750 shares of Class B Common Stock for the purchase price of $3,506.25. Out of the issued and
outstanding shares of Class B Common Stock, an aggregate of 100,000 shares remain owned by former management.

 Lastly, on December 22, 2022, each of Koon Keung
Chan, Lei Xu, and US Tiger Securities, Inc. assigned each of their promissory notes issued on November 4, 2022 in the aggregate amount
of $733,750 to the Sponsor.

 Since our inception, we have been actively searching
for a suitable business combination target, and on October 24, 2023, we entered into a Business Combination Agreement (as it may be amended,
supplemented or otherwise modified from time to time, the "BCA") with FRLA Merger Sub, Inc., a Delaware corporation and our
wholly owned subsidiary (the "Merger Sub") and WODI.

 We will effectuate our business combination using
cash (subject to potential reduction of the trust account for the benefit of our public stockholders (the "Trust Account")
by stockholder redemptions) derived from the proceeds of (i) our initial public offering (the "IPO"), (ii) the sale of Common
Stock (the "Private Placement Shares") in a private placement (the "Private Placement") to the Sponsor, and/or
(iii) the issuance of additional shares, debt or a combination of shares and debt.

 We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful. Our
management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are
held outside of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating
a business combination and working capital.

 Since our IPO, our sole business activity has
been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception
from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties
to fund our operations.

 Recent Developments

 Extension of the Company's Time to Consummate
its Initial Business Combination

 On November 4, 2022, an aggregate of $977,500
(the "First Extension Payment") was deposited into our Trust Account for the public stockholders, representing $0.10 per public
share, which enabled us to extend the period of time we had to consummate our initial business combination by three months from November
5, 2022 to February 5, 2023 (the "First Extension"). The First Extension was the first of the two three-month extensions permitted
under our Amended and Restated Certificate of Incorporation prior to its amendment in April 2023. In connection with the First Extension
Payment, we issued unsecured promissory notes (the "First Extension Notes") to certain Initial Stockholders including (i)
a note of $413,750 to Mr. Koon Keung Chan, the former manager of the Sponsor, (ii) a note of $150,000 to US Tiger Securities, and (iii)
a note of $170,000 to Dr. Lei Xu, our former President and Chairwoman. The First Extension Notes were later assigned to our Sponsor on
December 22, 2022.

 On February 6, 2023, $977,500 (the "Second
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.10 per public share, which
enabled us to extend the period of time we had to consummate our initial business combination by three months from February 5, 2023 to
May 5, 2023 (the "Second Extension"). The Second Extension was the second and final of the two three-month extensions permitted
under our Amended and Restated Certificate of Incorporation prior to its amendment in April 2023. In connection with the Second Extension
Payment, we issued an unsecured promissory note (the "Second Extension Note") to WODI.

 On May 5, 2023, $330,064.50 (the "Third
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.0625 per public share, which
enabled us to extend the period of time we had to consummate our initial business combination by one month from May 5, 2023 to June 5,
2023 (the "Third Extension"). The Third Extension was the first of the six one-month extensions permitted under our Amended
and Restated Certificate of Incorporation after its amendment in April 2023. In connection with the Third Extension Payment, we issued
an unsecured promissory note (the "Third Extension Note") to WODI.

 On June 5, 2023, $100,000 (the "Fourth Extension
Payment") was deposited into the Trust Account, for the public stockholders, representing $0.027 per public share, which enabled
us to extend the period of time we had to consummate our initial business combination by one month from June 5, 2023 to July 5, 2023 (the
"Fourth Extension"). The Fourth Extension was the second of the six one-month extensions permitted under our Amended and Restated
Certificate of Incorporation after its amendment in April 2023. In connection with the Fourth Extension Payment, we issued an unsecured
promissory note (the "Fourth Extension Note") to WODI.

 On July 5, 2023, $100,000 (the "Fifth Extension
Payment") was deposited into the Trust Account, for the public stockholders, representing $0.027 per public share, which enabled
us to extend the period of time we had to consummate our initial business combination by one month from July 5, 2023 to August 5, 2023
(the "Fifth Extension"). The Fifth Extension was the third of the six one-month extensions permitted under our Amended and
Restated Certificate of Incorporation after its amendment in April 2023. In connection with the Fifth Extension Payment, we issued an
unsecured promissory note (the "Fifth Extension Note") to WODI.

 On August 4, 2023, $100,000 (the "Sixth
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.027 per public share, which
enabled us to extend the period of time we have to consummate our initial business combination by one month from August 5, 2023 to September
5, 2023 (the "Sixth Extension"). The Sixth Extension was the fourth of the six one-month extensions permitted under our Amended
and Restated Certificate of Incorporation after its amendment in April 2023. In connection with the Sixth Extension Payment, we issued
an unsecured promissory note (the "Sixth Extension Note") to WODI.

 On September 5, 2023, $100,000 (the "Seventh
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.027 per public share, which
enabled us to extend the period of time we have to consummate our initial business combination by one month from September 5, 2023 to
October 5, 2023 (the "Seventh Extension"). The Seventh Extension was the fifth of the six one-month extensions permitted under
our Amended and Restated Certificate of Incorporation after its amendment in April 2023. In connection with the Seventh Extension Payment,
we issued an unsecured promissory note (the "Seventh Extension Note") to WODI.

 On October 5, 2023, $100,000 (the "Eighth
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.027 per public share, which
enabled us to extend the period of time we have to consummate our initial business combination by one month from October 5, 2023 to November
5, 2023 (the "Eighth Extension"). The Eighth Extension was the sixth of the six one-month extensions permitted under our Amended
and Restated Certificate of Incorporation after its amendment in April 2023. In connection with the Eighth Extension Payment, we issued
an unsecured promissory note (the "Eighth Extension Note") to WODI.

 On November 6, 2023, $100,000 (the "Ninth
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which
enabled us to extend the period of time we have to consummate our initial business combination by one month from November 5, 2023 to December
5, 2023 (the "Ninth Extension"). The Ninth Extension was the first of the twelve one-month extensions permitted under our
Amended and Restated Certificate of Incorporation after its amendment in October 2023. In connection with the Ninth Extension Payment,
we issued an unsecured promissory note (the "Ninth Extension Note") to WODI.

 On December 6, 2023, $100,000 (the "Tenth
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which
enabled us to extend the period of time we have to consummate our initial business combination by one month from December 5, 2023 to January
5, 2024 (the "Tenth Extension"). The Tenth Extension was the second of the twelve one-month extensions permitted under our
Amended and Restated Certificate of Incorporation after its amendment in October 2023. In connection with the Tenth Extension Payment,
we issued an unsecured promissory note (the "Tenth Extension Note") to WODI.

 On January 5, 2024, $100,000 (the "Eleventh
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which
enabled us to extend the period of time we have to consummate our initial business combination by one month from January 5, 2024 to February
5, 2024 (the "Eleventh Extension"). The Eleventh Extension was the third of the twelve one-month extensions permitted under
our Amended and Restated Certificate of Incorporation after its amendment in October 2023. In connection with the Eleventh Extension Payment,
we issued an unsecured promissory note (the "Eleventh Extension Note") to WODI.

 On February 5, 2024, $100,000 (the "Twelfth
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which
enabled us to extend the period of time we have to consummate our initial business combination by one month from February 5, 2024 to March
5, 2024 (the "Twelfth Extension"). The Twelfth Extension was the fourth of the twelve one-month extensions permitted under
our Amended and Restated Certificate of Incorporation after its amendment in October 2023. In connection with the Twelfth Extension Payment,
we issued an unsecured promissory note (the "Twelfth Extension Note") to WODI.

 On March 5, 2024, $100,000 (the "Thirteenth
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which
enabled us to extend the period of time we have to consummate our initial business combination by one month from March 5, 2024 to April
5, 2024 (the "Thirteenth Extension"). The Thirteenth Extension was the fifth of the twelve one-month extensions permitted
under our Amended and Restated Certificate of Incorporation after its amendment in October 2023. In connection with the Thirteenth Extension
Payment, we issued an unsecured promissory note (the "Thirteenth Extension Note," collectively with the First Extension Notes,
the Second Extension Note, the Third Extension Note, the Fourth Extension Note, the Fifth Extension Note, the Sixth Extension Note, the
Seventh Extension Note, the Eighth Extension Note, the Ninth Extension Note, the Tenth Extension Note, the Eleventh Extension Note, and
the Twelfth Extension Note, herein referred to as the "Extension Notes") to WODI.

 The Extension Notes are non-interest bearing and
payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of our initial business combination and (ii)
the date of our liquidation. The principal balance may be prepaid at any time, at our election. The holders of the Extension Notes have
the right, but not the obligation, to convert their Extension Notes, in whole or in part, respectively, into private shares of our Class
A Common Stock (the "Conversion Shares"), as described in our IPO prospectus (File Number 333-256511). The number of Conversion
Shares to be received by the holders in connection with such conversion shall be an amount, up to $3,000,000, determined by dividing (x)
the sum of the outstanding principal amount payable to such holders by (y) $10.00.

 Extension of Business Combination Deadline

 On March 3, 2023, our board of directors approved
a stockholder proposal to amend our Amended and Restated Certificate of Incorporation to extend, upon the request of our Sponsor and approval
by our board of directors, the period of time for us to (i) consummate a business combination, (ii) cease our operations if we fail to
complete such business combination, and (iii) redeem or repurchase 100% of the public shares, up to six times, each by an additional
month, for an aggregate of six additional months (i.e., from May 5, 2023 to up to November 5, 2023) or such earlier date as determined
by the board of directors.

 At our April 10, 2023 special meeting of stockholders,
our stockholders approved the filing of an amendment to the Amended and Restated Certificate of Incorporation (the "First Amendment")
to extend, upon the request of our Sponsor, and approval by our board of directors, the period of time for us to (i) consummate a business
combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of the public
shares, up to six times, each by an additional month, for an aggregate of six additional months (i.e., from May 5, 2023 to up to November
5, 2023) or such earlier date as determined by the board of directors. As a result, on April 11, 2023, we filed the First Amendment with
the Delaware Secretary of State. The stockholder vote to approve the First Amendment also triggered a redemption right for the holders
of the public shares of Class A Common Stock. As a result of the First Amendment, 4,493,968 shares of Class A Common Stock were redeemed
for a total redemption amount of $47,501,242. We have effected all six of those permitted monthly extensions.

 As a result of our June 2, 2023 special meeting
of stockholders, we filed with the Secretary of State of the State of Delaware an amendment to our Amended and Restated Certificate of
Incorporation to amend the monthly extension amounts to be paid by the Sponsor (or its affiliates), to extend the period of time for us
to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving
us to be made upon the request of the Sponsor, and approval by our board of directors, from a previously amended price per unredeemed
share of Class A Common Stock of $0.0625 to the lower of $100,000 or $0.05 per unredeemed share of Class A Common Stock.

 At that June 2, 2023 special meeting of stockholders,
the holders of 1,666,080 public shares properly exercised their right to redeem their shares (and did not withdraw their redemption)
for cash at a redemption price of approximately $10.76 per share, for an aggregate redemption amount of $17,927,021. Following such redemptions,
3,614,952 public shares of Class A Common Stock remained outstanding.

 At our October 25, 2023 special meeting of stockholders,
the holders of 452,404 public shares properly exercised their right to redeem their shares (and did not withdraw their redemption)
for cash at a redemption price of approximately $10.96 per share, for an aggregate redemption amount of $4,958,347. Following such redemptions,
3,162,548 public shares of Class A Common Stock remain outstanding. As of the date of this filing, we have effected five of those permitted
twelve monthly extensions.

 Results of Operations

 Our entire activity from inception to date was
related to our formation, the IPO and general and administrative activities. Since the IPO, our activity has been limited to the evaluation
of business combination candidates, and we will not generate any operating revenues, if any, until the closing and completion of our initial
business combination. We generate non-operating income in the form of money market fund dividend income earned on investments held in
the Trust Account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.

 For the year ended December 31, 2023, we had a
net loss of $351,705 which consisted of dividend earned on investment held in Trust Account of $2,342,684, offset by formation and operating
costs $2,060,089, franchise tax expenses of $138,050 and income tax provision of $496,250.

 For the year ended December 31, 2022, we had a
net loss of $47,609 which consisted of dividend earned on investment held in Trust Account of $1,466,677, offset by formation and operating
costs $959,457, franchise tax expenses of $199,759 and income tax provision of $355,070.

 Liquidity and Capital Resources

 As of December 31, 2023, we had cash outside the
Trust Account of $12,910 available for working capital needs. All remaining cash is held in the Trust Account and is generally unavailable
for our use prior to an initial business combination, and is restricted for use either in a business combination or to redeem the public
shares of Common Stock. As of December 31, 2023, none of the amount on deposit in the Trust Account was available to be withdrawn as described
above except for tax payments.

 For the year ended December 31, 2023, there was
$3,186,843 of cash used in operating activities resulting from net loss of $351,705, dividend earned on investment held in Trust Account
amounting to $2,342,684, non-cash deferred tax benefit of $83,724, increase in prepaid expenses of $102,658, decrease in income tax payable
of $271,346 and decrease in franchise tax payable of $199,759, offset by decrease in prepaid expenses – related party of $25,000,
increase in due to a related party of $2,903, and increase in accounts payable and accrued expenses of $137,130.

 For the year ended December 31, 2022, there was
$689,068 of cash used in operating activities resulting from net loss of $47,609, dividend earned on investment held in Trust Account
amounting to $1,466,677, increase in prepaid expenses – related party of $25,000, offset by non-cash deferred tax expense of $83,724,
decrease in prepaid expenses of $183,500, increase in accounts payable and accrued expenses of $147,850, increase in income tax payable
of $271,346 and increase in franchise tax payable of $163,798.

 For the year ended December 31, 2023, there was
$69,434,064 of cash provided by investing activities resulting from the withdrawal of an investment held in the Trust Account amounting
to $71,441,629, offset by the purchase of an investment held in Trust Account amounting to $2,007,565.

 For the year ended December 31, 2022, there was
$769,539 of cash used in investing activities resulting from the purchase of an investment held in Trust Account amounting to $977,500,
offset by the withdrawal of an investment held in the Trust Account amounting to $207,961.

 For the year ended December 31, 2023, there was
$66,406,625 of cash used in financing activities resulting from the Class A common stock redemptions of $70,386,610, offset by the proceeds
from the issuance of promissory notes to a related party amounting to $3,979,985.

 For the year ended December 31, 2022, there was
$783,750 of cash provided by financing activities resulting from the proceeds from the issuance of promissory notes to a related party
amounting to $733,750 and advances from a related party amounting to $50,000.

 Until consummation of the business combination,
we will use the funds held outside the Trust Account, and any additional funding that may be loaned to us by our Sponsor, for identifying
and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and
from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements
of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business
combination.

 If our estimates of the costs of undertaking in-depth
due diligence and negotiating a 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 business combination and will need to raise additional capital. In this event, our officers,
directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination,
we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation of the business combination,
or, at the lender's discretion, up to $3,000,000 of such loans may be convertible into shares of Class A Common Stock of the post
business combination entity at a price of $10.00 per share of Class A Common Stock. In the event that the initial business combination
does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds
from our Trust Account would be used for such repayment. The terms of such loans by our Initial Stockholders, officers and directors,
if any, have not been determined and no written agreements exist with respect to such loans.

 Moreover, we may need to obtain additional financing
either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares
upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with
such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously
with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our obligations.

 In connection with our assessment of going
concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (ASU) 2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined
that these conditions raise substantial doubt about our ability to continue as a going concern. Management's plan in
addressing this uncertainty is through the Promissory Notes – related parties and the Working Capital Loans. In addition, if
we are unable to complete a business combination within the Combination Period by April 5, 2024 (or up to November 5, 2024, if the
Company extends the time to complete a Business Combination), our board of directors would proceed to commence a voluntary
liquidation and thereby a formal dissolution of the Company. There is no assurance that our plans to consummate a business
combination will be successful within the Combination Period. As a result, management has determined that this additional condition
also raises substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Off-Balance Sheet Financing Arrangements

 We have no obligations, assets or liabilities
that would be considered off-balance sheet arrangements as of December 31, 2023 and 2022. We do not participate in transactions that create
relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing
arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

 Contractual Obligations

 As of December 31, 2023 and 2022, we do not have
any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. As of December 31, 2023 and 2022,
we have $2,903 and $50,000, respectively, payable due to a related party. As of December 31, 2023 and 2022, we have $4,763,735 and $733,750,
respectively, promissory notes issued to related parties.

 We are obligated to pay the underwriters a deferred
underwriters' discount equal to 3.5% of the gross proceeds of the IPO. The deferred underwriters' discount of $3,421,250 will
become payable to the US Tiger Securities and EF Hutton, a division of Benchmark Investment LLC, the representatives of the several underwriters
of the IPO (each, a "Representative"), from the amounts held in the Trust Account solely in the event that we complete a business
combination.

 Critical Accounting Estimates

 Use of Estimates

 The preparation of 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 and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates. The Company does not have any critical accounting estimates.

 Recent Accounting Pronouncements

 In August 2020, the FASB issued ASU 2020-06,
"Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's
Own Equity (Subtopic 815-40)." The amendment in this ASU is to address issues identified as a result of the complexity associated
with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and
equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and
convertible preferred stock per this ASU. Limiting the accounting models results in fewer embedded conversion features being separately
recognized from the host contract as compared with prior GAAP. Convertible instruments that continue to be subject to separation models
are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition
of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued
with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this ASU are effective for public
business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller
reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those
fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15,
2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning
of its annual fiscal year. We have not early adopted the ASU, and it will become effective for us on January 1, 2024, as we are an emerging
growth company. We believe that the adoption of this ASU would not have a material effect on our consolidated financial statements.

 In December 2023, the FASB issued Accounting Standards
Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which
modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the
income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income
tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose
their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for
annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued
or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are
currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

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

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 The consolidated financial statements and
supplementary data required by this item are included following the signature page of this Annual Report.

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Under the supervision and with the participation
of our management, including our Chief Financial Officer who also serves as our principal executive officer, we conducted an evaluation
of the effectiveness of our disclosure controls and procedures as of December 31, 2023, as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Financial Officer who also serves as our principal executive officer
has concluded that during the period covered by this report, our disclosure controls and procedures were effective.

 Disclosure controls and procedures are designed
to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported
within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our
management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.

 Management's Annual Report on Internal
Control over Financial Reporting

 As required by SEC rules and regulations implementing
Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. 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 U.S. GAAP, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and directors, and

 (3)
 provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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

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

 Changes in Internal Control over Financial
Reporting

 There have been no changes in our internal control
over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 During the quarter ended December 31, 2023, 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

 The following table sets forth information about
our directors and executive officers as of the date of this annual report.

 Name

 Age

 Position

 Chief Financial Officer and Principal Executive Officer

 Ronald J. Pollack

 Director and Chairman

 Beau Vuillemot

 Director

 Director

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

 Ryan Spick has served as Chief Financial Officer and Principal Executive
Officer of FRLA since December 2023, and previously served on the FRLA Board from December 2022 to December 2023. In 2007, Mr. Spick founded
The Dream Builder Group, a personal and business development company helping individuals and professionals to accomplish their ideal lifestyle
and optimal success. Mr. Spick works with business owners to scale up their companies through analysis and targeted improvements. His
proven expertise ranges from determining target audience, market research, branding, developing budgets, estimates, scopes of work to
client relations, as well as implementing back-office functions and coordinating with trades. With an extensive background in institutional
and commercial construction, Mr. Spick specializes today in planning, strategizing, and managing sophisticated real estate projects from
start to finish. He attended the British Columbia Institute of Technology and began his business career in Canada. Mr. Spick is now based
in Arizona and is passionate about mountain sports.

 Ronald J. Pollack

 Ronald Pollack has served on our Board since December 2022. Mr. Pollack
is an experienced financial professional, angel investor and board member. He currently serves on the Board of Directors of Ronati (eCommerce
software, private) (since 2021) and Venocare (medical devices, private) (since 2021) and the Advisory Board of CISO Global (cyber security
managed services, NASDAQ: CISO) (since 2020). Mr. Pollack previously served on the Board of Directors of TiE Tampa (a global entrepreneurship
organization) and co-chair of its Florida angel network (from 2019 to 2022). He was a founding investor and served as Chairman of the
Board of Telepathy Labs (artificial intelligence, private) from its inception in 2016 through its Series Seed in 2020. He is expert in
finance and investing, having built a successful hedge fund business across multiple strategies and industry sectors. Mr. Pollack was
founder and Managing Partner of Bulldog Capital Management, founded in 1992, a $1+ billion family of investment funds with a special focus
on technology, including early-stage venture investments such as Digital Lightwave (fiber optic data networking, exited via IPO), Inktomi
(search engine, exited via IPO), Lynx Therapeutics (DNA sequencing, exited via acquisition, now part of Illumina), Radiant Logic (identity
data unification, exited via sale to TA Associates) and Vendio (e-commerce, exited via acquisition by Alibaba). Mr. Pollack started his
career as an investment banker at Goldman Sachs in 1983, followed by Drexel Burnham Lambert from 1986 to 1987. He holds an MBA from Harvard
Business School; a JD from Harvard Law School; and a Bachelor of Arts, Magna Cum Laude with Distinction in Economics & Political Science,
from Yale University.

 Mr. Pollack was appointed as a director due to his background in corporate
finance.

 Beau Vuillemot

 Beau Vuillemot cofounded Viking Revolution LLC, an ecommerce business
with a proprietary line of men's grooming products, in October 2016. In 2018, Viking Revolution LLC was acquired and Mr. Vuillemot
now serves as its Chief Marketing Officer. Mr. Vuillemot does not have any arrangement or understanding between him and any other person(s)
pursuant to which he was or is to be selected as a director or nominee.

 Mr. Vuillemot was appointed as a director due to his experience as
an executive officer of growth companies.

 Philip Goodman has served on our Board since March 2023. Mr. Goodman
has been an officer or director of both public and private companies since 1973, when he became Vice President, Sales and Marketing of
Digital Computer Controls (OTC). He was a cofounder and Chairman of the Board of FastComm Communications (OTC) from 1980 until 1984. He
co-founded Control Transaction Corporation, a company that was sold to GEAC in 1996; at that time GEAC was a $600 million conglomerate.
Mr. Goodman served as VP of Sales and Marketing and member of the Board of Directors. Mr. Goodman was a co-founder of Ardent Acquisition,
an early SPAC that merged with Avant Air in 2007. Mr. Goodman was a member of the board, as well as a member of the audit committee, of
Ardent. Mr. Goodman has broad experience in creating, evaluating, restructuring and growing high technology and life science start-ups,
turnarounds and established companies. Most recently Mr. Goodman was a member of the Board of Directors and Chief Operating Officer, on
a contract basis, of Oxford Biomedical Technologies, from 2012 to 2018. Mr. Goodman received an AA degree in the renowned 14 comps from
the University of Chicago. He earned a BA from Miami University of Ohio in Anthropology, having studied Meta Linguistics. At Miami he
was honored with membership in Phi Beta Kappa. He then studied engineering at Case Institute of Technology.

 Mr. Goodman was appointed as a director due to his experience with
public companies.

 Our directors are appointed for the remainder
of the full term of the class of director to which the new directorship was added or in which the vacancy occurred and until his or her
successor has been elected and qualified, subject, however, to such director's earlier death, resignation, retirement, disqualification
or removal. Our officers are appointed by our Board of Directors and hold office until their successors are duly elected and qualified
by our Board or until their earlier death, resignation, retirement, disqualification, or removal from office.

 There are no family relationships between or among
our directors and executive officers.

 Director Independence

 NASDAQ listing standards require that a majority
of our board of directors be independent as long as we are not a controlled company. An "independent director" is defined
under the Nasdaq rules 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 each of Messrs.
Pollack, Vuillemot, and Goodman is an "independent director" as defined in the NASDAQ listing standards and applicable SEC
rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Audit Committee

 Since our IPO, we established an audit committee
of the board of directors. Messrs. Pollack, Vuillemot, and Goodman serve as members of our audit committee, with Mr. Goodman serving as
the Chairman of 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, subject to certain phase-in provisions. Each such person meets the independent
director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

 Each member of the audit committee is financially
literate and our board of directors has determined that Mr. Pollack 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 auditors and any other independent registered public accounting firm engaged by us;

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

 reviewing and discussing with the independent auditors all relationships
the auditors have with us in order to evaluate their continued independence;

 setting clear hiring policies for employees or former employees
of the independent auditors;

 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 auditors describing (1) the independent auditor's internal quality-control procedures and (2) 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;

 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 auditors, 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

 Since our IPO, we established a compensation committee
of the board of directors. Messrs. Vuillemot, Pollack and Goodman serve as members of our compensation committee, with Mr. Vuillemot serving
as the chairman of the compensation committee. 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, subject to certain phase-in provisions. Each such person
meets the independent director standard under Nasdaq listing standards applicable to members of the compensation committee We have adopted
a compensation committee charter, which details the principal functions of the compensation committee, including:

 reviewing and approving on an annual basis the corporate goals
and objectives relevant to our Principal Executive Officer's compensation, evaluating our Principal Executive Officer's performance
in light of such goals and objectives, and determining and approving the remuneration (if any) of our Principal Executive Officer's
based on such evaluation in executive session at which the Principal Executive Officer is not present;

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

 reviewing our executive compensation policies and plans;

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

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

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

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

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

 The current charter of the Compensation Committee
also provides 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. Before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser, however, 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.
In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection
by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility
of properly selecting or approving director nominees without the formation of a standing nominating committee. 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, our 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.

 Code of Ethics

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

 Conflicts of Interest

 Subject to his or her fiduciary duties under Delaware
law, none of the members of our management team have any obligation to present us with any opportunity for a potential business combination
of which they become aware. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming
involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing
our initial business combination. Our management team, in their capacities as directors or officers, in their other endeavors, may choose
to present potential business combinations to third parties, before they present such opportunities to us, subject to his or her fiduciary
duties under Delaware law and any other applicable fiduciary duties. Our Amended and Restated 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 the company and it is an opportunity that we are able to complete
on a reasonable basis.

 Although we do not believe any conflict currently
exists between us and our founders, affiliates of our founders or an officer or director may compete with us for acquisition opportunities.
If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity. In addition, investment ideas generated
within our founders may be suitable for both us and for an affiliate of founders and may be directed to such entity rather than to us.
Neither our founders nor members of our management team will have any obligation to present us with any opportunity for a potential business
combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or director
of the Company.

 Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer
or director is or will be required to present business combination opportunities to such entity. Accordingly, in the future, 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 do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future
would materially undermine our ability to complete our business combination. Our Amended and Restated 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.

 Our officers or directors may become an officer
or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act even before
we enter into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination
by April 5, 2024, unless extended monthly upon approval of our board of directors and extension deposits made by our Sponsor or its affiliate.

 Our founders, officers or directors may also purchase
public units or shares during or after the IPO, including in the open market or through privately negotiated transactions.

 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.

 Our officers and directors collectively hold 60,000 shares of our Class
B Common Stock, which will be worthless if we liquidate instead of completing an initial business combination.

 Our officers may become an officer or director of any other SPACs
even before we enter into a definitive agreement regarding our initial business combination or we have failed to complete our initial
business combination by April 5, 2024, unless extended monthly upon approval of our board of directors and extension deposits made by
our Sponsor or its affiliate, and, as a result, our officers or directors may present a potential target to our competitor that would
had been presented to us or devote time to our affairs which may have a negative impact on our ability to complete our initial business
combination.

 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, Private Placement 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 and Private Placement Shares held by them if we fail to consummate our initial business combination by April 5, 2024, unless
extended monthly upon approval of our board of directors and extension deposits made by our Sponsor or its affiliate. If we do not complete
our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Shares held in
the Trust Account will be used to fund the redemption of our public shares, and the Private Placement Shares will be worthless. With certain
limited exceptions, 50% of founder shares will not be transferable, assignable by our founders until the earlier to occur of: (A) six
months after the date of the consummation of our initial business combination, or (B) the date on which the closing price of our Class
A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the
founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination,
or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock
exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities
or other property. With certain limited exceptions, the Private Placement Shares and the shares that may be issued upon conversion of
working capital loans ("Working Capital Shares"), will not be transferable, assignable or salable by the Sponsor or its permitted
transferees until 30 days after the completion of our initial business combination. Since our Initial Stockholders may directly or indirectly
own founder shares, Private Placement Shares, and Representative Shares following the IPO, our Initial Stockholders may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to complete 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 Initial Stockholders 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 founders or
any of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $3,000,000
of such loans may be convertible into Working Capital Shares at a price of $10.00 per share at the option of the lender. Such Working
Capital Shares would be identical to the Private Placement Shares sold in the Private Placement.

 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 Amended and Restated 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.

 We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our Sponsor or any affiliate, subject to certain approvals and consents. 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 which is a member of FINRA, or from an independent accounting firm, 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 stockholders for a vote, our Initial Stockholders have agreed to vote any founder shares, Private Placement Shares
and Representative Shares held by them and any public shares purchased during or after the offering in favor of our initial business combination
and our officers and directors have also agreed to vote any public shares purchased during or after the offering in favor of our initial
business combination.

 Section 16(a) Beneficial Ownership Reporting Compliance

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

 Based solely on our review of such forms furnished
to us and written representations from certain reporting persons, we believe that, during 2023, our directors, executive officers, and
ten percent stockholders complied with all Section 16(a) filing requirements, except for one late Form 4 (each reporting one transaction)
for each of Mr. Huang, Mr. Li, Mr. Kristoff, Mr. Davidov, Ms. Ma, Dr. Xu, our Sponsor, Mr. Pollack, Mr. Goodman and Mr. Spick, and one
late Form 3 for each of Mr. Goodman and Mr. Vuillemot.

 ITEM 11. EXECUTIVE COMPENSATION

 Executive Officers and Director Compensation

 Executive Compensation

 The following table sets forth information concerning
the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered in all capacities
to our Company for the years ended December 31, 2023 and 2022.

 Summary Compensation Table

 Name and principal position

 Year

 Salary ($)

 Stock Awards

 Total

 ($)

 ($)

 2023

 2,903

 –

 2,903

 Chief Financial Officer and Principal Executive Officer (1)

 Richard Brand

 2023

 –

 Former Chief Financial Officer and Principal Executive Officer (2)

 J. Richard Iler

 2023

 100,000

 –

 100,000

 Former Chief Financial Officer and Principal Executive Officer (3)

 2022

 50,000 (4)

 –

 Lei Huang

 2022

 –

 –

 –

 Former Chief Executive Officer (5)

 Yuanmei Ma

 2022

 –

 –

 –

 Former Chief Financial Officer (6)

 _______________

 (1)
 Mr. Spick has served since December 22, 2023. Mr. Spick is party
to a consulting agreement dated as of December 22, 2023 that provides for compensation of $10,000 per month.

 (2)
 Mr. Brand served from July 14, 2023 until December 22, 2023.
Mr. Brand was party to a consulting agreement dated as of July 14, 2023 that provided for compensation of $10,000 per month.

 (3)
 Mr. Iler served from December 22, 2022 until July 14, 2023. Effective
December 1, 2022, Mr. Iler entered into a Consulting Agreement with the Company and OriginClear, Inc., a Nevada corporation (on behalf
of Water On Demand, Inc.) pursuant to which Mr. Iler received an initial payment of $50,000 and was to receive separate payments of $25,000
monthly for January through April 2023.

 (4)
 $25,000 was a prepayment for services performed in 2023.

 (5)
 Mr. Huang served from inception until December 22, 2022.

 (6)
 Ms. Ma served from inception until December 22, 2022.

 Employment Agreements

 The terms and conditions of Mr. Spick's
service as our Chief Financial Officer and Principal Executive Officer are governed by a consulting agreement dated as of December 22,
2023 by and between the Company and Mr. Spick (the "Spick Consulting Agreement"). The Spick Consulting Agreement provides
for compensation to Mr. Spick of $10,000 per month. The Spick Consulting Agreement provides for a term of six months, unless earlier
terminated by either party upon 10 business days' written notice.

 The terms and conditions of Mr. Brand's
service as our former Chief Financial Officer and Principal Executive Officer were governed by a consulting agreement dated as of July
14, 2023 by and between the Company and Mr. Brand (the "Brand Consulting Agreement"). The Brand Consulting Agreement provided
for compensation to Mr. Brand of $10,000 per month. The Brand Consulting Agreement provided for a term of six months, unless earlier
terminated by either party upon 10 business days' written notice.

 The terms and conditions of Mr. Iler's
service as our former Chief Financial Officer and Principal Executive Officer were governed by a consulting agreement dated as of December
1, 2022 by and among the Company, OriginClear, Inc. (on behalf of Water On Demand, Inc.) and Mr. Iler (the "Iler Consulting Agreement").
Pursuant to the Iler Consulting Agreement, Mr. Iler received an initial payment of $50,000 and was to receive separate payments of $25,000
monthly for January through April 2023. The Iler Consulting Agreement provided for a term of six months, unless earlier terminated by
either party upon 10 business days' written notice.

 Director Compensation

 The following table sets forth information concerning
the annual compensation awarded to, earned by, or paid to the following directors for all services rendered in all capacities to our Company
for the year ended December 31, 2023.

 Name

 Fees Earned

 or Paid in Cash

 ($)

 Total

 ($)

 Ronald Pollack

 132,000

 132,000

 Ryan Spick (1)

 74,000

 74,000

 54,000

 54,000

 Payam Eshraghian (2)

 22,666

 22,666

 Beau Vuillemot (3)

 –

 –

 (1)
 Mr. Spick served on our board of directors until December 22,
2023.

 (2)
 Mr. Eshraghian served on our board of directors until March 1,
2023.

 (3)
 Mr. Vuillemot joined our board of directors on December 22, 2023.

 In addition to the compensation above, our officers,
directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

 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 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 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.

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

 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 the date of this annual report, by:

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

 each of our officers and directors; and

 all of our 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 all shares of Common Stock beneficially owned
by them. The following table does not reflect record of beneficial ownership of the Warrants included in the Units sold in the IPO
as these Warrants are not exercisable until the later of 30 days after the completion of our initial business combination, or 12
months from the closing of the IPO. As of March 29, 2024, there were 6,271,798 shares of Common Stock issued and outstanding,
including 3,828,048 shares of Class A Common Stock and 2,443,750 shares of Class B Common Stock.

 Name and Address of Beneficial Owner (1)

 Amount and

 Approximate

 Nature of

 Percentage of

 Beneficial

 Outstanding

 Ownership

 Common Stock

 Executive Officers and Directors:

 10,000

 *

 Ronald J. Pollack

 30,000

 *

 Beau Vuillemot

 –

 –

 20,000

 *

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

 60,000

 1.0%

 Over 5% Stockholders:

 Fortune Rise Sponsor LLC (2)

 2,283,750

 36.4%

 Water On Demand, Inc. (2)

 2,283,750

 36.4%

 Karpus Investment Management (3)

 628,174

 10.0%

 183 Sully's Trail

 Pittsford, New York 14534

 Yakira Capital Management, Inc. (4)

 547,938

 8.7%

 1555 Post Road East, Suite 202

 Westport, CT 06880

 Lighthouse Investment Partners, LLC (5)

 507,336

 8.1%

 3801 PGA Boulevard, Suite 604

 Palm Beach Gardens, FL 33410

 *

 less than 1%.

 (1)

 Unless otherwise noted, the business address of each of the following entities or individuals is c/o Fortune Rise Acquisition Corporation, 13575 58th Street North, Suite 200, Clearwater, Florida 33760.

 (2)

 The Sponsor is the record holder of 2,283,750 Class B Shares of Common Stock reported herein. Water On Demand, Inc. is the owner of all of the equity interests of the Sponsor.

 (3)

 Information shown is based solely on information reported by the filer on a Schedule 13G/A filed with the SEC on February 13, 2024, in which Karpus Investment Management reported that it and its related entities have shared voting and dispositive power over 628,174 shares of Class A common stock.

 (4)

 Information show is based solely on information reported by the filers on a Schedule 13G/A filed with the SEC on January 26, 2024 filed by Yakira Capital Management, Inc. on behalf of each of Yakira Partners, L.P., a Delaware limited partnership ("Yakira Partners"), Yakira Enhanced Offshore Fund Ltd., a Cayman Islands entity ("Yakira Enhanced"), and MPA 136 Segregated Portfolio ("MPA 136"), a Cayman Islands entity. The Schedule 13G/A reflects that Yakira Partners has sole voting power and sole dispositive power with respect to 37,582 shares of Class A common stock, Yakira Enhanced has sole voting power and sole dispositive power with respect to 3,020 Class A common stock, and MPA 136 has sole voting power and sole dispositive power with respect to 507,336 Class A common stock.

 (5)

 Information shown is based solely on information reported by the filer on a Schedule 13G filed with the SEC on February 14, 2024, in which Lighthouse Investment Partners, LLC and MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC, reported that it and its related entities have shared voting and dispositive power over 507,336 shares of Class A common stock.

 The founder shares, Private Placement Shares,
Representative Shares and Working Capital Shares are each subject to transfer restrictions pursuant to lock-up provisions in a letter
agreement with us entered into by our Initial Stockholders. Those lock-up provisions provide that such securities are not transferable
or salable (i) in the case of the founder shares, 50% of founder shares may not be transferred, assigned or sold until the earlier to
occur of: (a) six months after the date of the consummation of our initial business combination, or (b) the date on which the closing
price of our Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and
recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the
remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our
initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent
liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange
their shares for cash, securities or other property, and (ii) in the case of the Private Placement Shares, until 30 days after the completion
of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of
our officers or directors, any affiliate of our founders, any members of our founders, or any of their affiliates, officers, directors,
direct and indirect equity holders, (b) in the case of an individual, by gift to a member of the individual's immediate family,
to a trust, the beneficiary of which is a member of the individual's immediate family or an affiliate of such person, or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the
case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the
consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the
event of our liquidation prior to the completion of our initial business combination; or (g) by virtue of the laws of Delaware or our
founders' limited liability company agreement upon dissolution of our founders, provided, however, that in the case of clauses (a)
through (e), or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.

 In order to meet our working capital needs following
the consummation of the IPO, our Sponsor, officers, directors and 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. Each working capital loan would be evidenced
by a promissory note. The working capital notes would either be paid upon consummation of our initial business combination, without interest,
or, at holder's discretion, up to $3,000,000 of the notes may be converted to Working Capital Shares, at a price of $10.00 per share
at the option of the lender. The Working Capital Shares would be identical to the Private Placement Shares. In the event that the initial
business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts,
but no proceeds from our Trust Account would be used for such repayment.

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

 Founder and Private Placement Shares

 On February 18, 2021, the Sponsor acquired 2,443,750
shares of Common Stock for a purchase price of $25,000. On March 2, 2021, we adopted our Amended and Restated Certificate of Incorporation
to divide our Common Stock into Class A common Stock and Class B Common Stock without changing the total number of the authorized shares
of Common Stock. Accordingly, we cancelled and forfeited 2,443,750 shares of our Common Stock but issued 2,443,750 shares of Class B Common
Stock, or founder shares, to the Sponsor. Prior to the initial investment in the Company of $25,000 by the Sponsor, we had no assets,
tangible or intangible.

 As of December 31, 2023, there were 2,443,750
founder shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.01 per share.

 The number of founder shares issued was determined
based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of the IPO (excluding
the sale of the Privates Placement Shares and issuance of Representative Shares and assuming our founders do not purchase public shares
in the IPO). The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company
by the aggregate number of founder shares issued.

 The Sponsor transferred an aggregated amount of
443,750 shares of Class B Common Stock to former officers, directors, secretary and their designees at the same price originally paid
for such shares prior to the closing of the IPO. As a result of such transfers, US Tiger Securities, Inc., a Representative of the underwriters
of the IPO, as the designee of Mr. Lei Huang, acquired 122,000 founder shares at the same price originally paid for such shares.

 The holders of the founder shares have agreed
not to transfer, assign or sell 50% of their founder shares until the earlier to occur of: (A) six months after the date of the consummation
of the Company's initial business combination, or (B) the date on which the closing price of the Company's Class A Common
Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any
20 trading days within any 30-trading day period commencing after the Company's initial business combination and the remaining 50%
of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company's
initial business combination, or earlier, in either case, if, subsequent to the Company's initial business combination, the Company
consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's
stockholders having the right to exchange their shares for cash, securities or other property.

 On November 5, 2021, the Company completed the
private sale of 505,500 shares of Class A Common Stock to the Sponsor, at a purchase price of $10.00 per share, generating gross proceeds
to the Company of $5,055,000. The Private Placement Shares are identical to the shares of Class A Common Stock sold as part of the Units
in the IPO, except that the holders have agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain
permitted transferees) until 30 days after the completion of the Company's initial business combination.

 Effective December 22, 2022, Ka Wai Cheung, Koon
Lin Chan, and Koon Keung Chan, our Sponsor, and WODI entered into a Membership Interest Purchase and Transfer Agreement pursuant to which
they sold to WODI all right, title and interest in and to the membership interests held by each of Messrs. Cheung, Chan, and Chan in the
Sponsor (an aggregate of 100 membership interests) for $400,000.

 In addition, effective December 22, 2022, our
Sponsor entered into a Securities Transfer Agreement with each of US Tiger Securities, Inc. (as designee of Lei Huang), Lei Xu, Yuanmei
Ma, Norman C. Kristoff, David Xianglin Li, Michael Davidov, and Christy Szeto (the "Sellers") pursuant to which the Sellers
sold to the Sponsor an aggregate of 343,750 shares of Class B Common Stock for the purchase price of $3,506.25. Out of the issued and
outstanding shares of Class B Common Stock, an aggregate of 100,000 shares remain owned by former management.

 Lastly, on December 22, 2022, each of Koon Keung
Chan, Lei Xu, and US Tiger Securities, Inc. assigned each of their promissory notes issued on November 4, 2022 in the aggregate amount
of $733,750 to the Sponsor.

 On October 20, 2023, in connection with the
prior appointments to board of directors of FRLA of Ronald Pollack, Philip Goodman and Ryan Spick, the Sponsor transferred 30,000
shares of Class B Common Stock to Ronald Pollack, 20,000 shares of Class B Common Stock to Philip Goodman and 10,000 shares of Class
B Common Stock to Ryan Spick.

 In connection with BCA, on October 24, 2023,
the Sponsor, the Company and WODI entered into a letter agreement (the "Sponsor Letter Agreement") pursuant to which the
Sponsor agreed to (a) vote in favor of the Business Combination Agreement and the Business Combination, (b) waive any adjustment to the
conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to
the Class B Common Stock, such that the Class B Common Stock will convert into Class A Common Stock at the Closing on a one-to-one basis,
and (c) to forfeit certain of the Class B Common Stock held by the Sponsor.

 Representative Shares

 We issued 120,000 shares of Class A Common Stock
(the "Representative Shares") to two Representatives without any consideration as part of the IPO compensation. The Representative
Shares are identical to the public shares except that the representatives have agreed not to transfer, assign or sell any such Representative
Shares until the completion of our initial business combination. The Representative Shares are deemed compensation by FINRA and are therefore
subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to
FINRA Rule 5110(e)(1). In addition, the representatives have agreed (i) to waive their redemption rights with respect to such shares in
connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the
Trust Account with respect to such shares if we fail to complete our initial business combination by April 5, 2024, unless extended monthly
upon approval of our board of directors and extension deposits made by our Sponsor or its affiliate.

 Prepaid Expenses – Related Party

 Effective December 1, 2022, Mr. J. Richard Iler,
the Company's former Principal Executive Officer, Chief Financial Officer, Secretary, and Treasurer, entered into a Consulting Agreement
(the "Iler Consulting Agreement") with the Company and OriginClear, Inc. (OriginClear), a Nevada corporation and the parent
company of the Sponsor, pursuant to which Mr. Iler received an initial payment of $50,000 and received separate payments of $25,000 monthly
for January 2023 through April 2023. The term of the Iler Consulting Agreement was for six months, unless earlier terminated. As of December
31, 2022, the Company prepaid to Mr. Iler under the Agreement amounted to $25,000.

 Due to Related Parties

 In December 2022, OriginClear advanced $50,000 to the Company for working
capital. On April 17, 2023, the board of directors of the Company approved the issuance of an unsecured promissory note dated November
23, 2022 in the principal amount of $50,000 to OriginClear and the Company reclassified this $50,000 advance into a promissory note -
related party. As of December 31, 2023, balance due to OriginClear amounted to $0.

 On December 22, 2023, the board of directors appointed
Ryan Spick to serve as the Company's Principal Executive Officer and Chief Financial Officer effective as of December 22, 2023.
The terms and conditions of Mr. Spick's appointment will be governed by a consulting agreement dated as of December 22, 2023 by
and between the Company and Mr. Spick (the "Consulting Agreement"). The Consulting Agreement provides for compensation to
Mr. Spick of $10,000 per month. The Consulting Agreement provides for a term of six months, unless earlier terminated by either party
upon 10 business days' written notice. As of December 31, 2023, balance due to Mr. Spick amounted to $2,903.

 Promissory Notes - Related Party (Extension
and Working Capital) Loans

 On November 4, 2022, an aggregate of $977,500 (the "First Extension
Payment") was deposited into the Company's Trust Account for the public stockholders, representing $0.10 per public share,
which enabled the Company to extend the period of time it had to consummate its initial Business Combination by three months from November
5, 2022 to February 5, 2023 (the "First Extension"). The First Extension was the first of the two three-month extensions permitted
under the Company's Amended and Restated Certificate of Incorporation prior to its amendment in April 2023. In connection with the
First Extension Payment, the Company issued unsecured promissory notes (the "First Extension Note") to certain Initial Stockholders,
including (i) a note of $413,750 to Mr. Koon Keung Chan, the former manager of the Sponsor of the Company who resigned on December 22,
2022, (ii) a note of $150,000 to US Tiger Securities, an existing stockholder, and (iii) a note of $170,000 to Dr. Lei Xu, the former
President and Chairwoman of the Company who resigned on December 22, 2022. The three promissory notes together with the Company's
working capital fund were used to pay for the First Extension Payment. These three promissory notes totaling $733,750 were assigned to
WODI as creditor on December 22, 2022.

 On February 6, 2023, $977,500 (the "Second Extension Payment")
was deposited into the Trust Account, for the public stockholders, representing $0.10 per public share, which enabled the Company to extend
the period of time it had to consummate its initial Business Combination by three months from February 5, 2023 to May 5, 2023 (the "Second
Extension"). The Second Extension was the second and final of the two three-month extensions permitted under the Company's
Amended and Restated Certificate of Incorporation prior to its amendment in April 2023. In connection with the Second Extension Payment,
the Company issued an unsecured promissory note (the "Second Extension Note") to WODI.

 On March 16, 2023, the board of directors of the Company approved the
issuance of an unsecured promissory note dated March 9, 2023 in the principal amount of $75,000 (the "Note 1") to WODI.

 On April 17, 2023, the board of directors of the Company, approved
the issuance of the following unsecured promissory notes ("Notes 2"):

 Unsecured promissory note dated November 23, 2022 in the principal
amount of $50,000 to OriginClear;

 Unsecured promissory note dated January 6, 2023 in the principal
amount of $25,000 to WODI;

 Unsecured promissory note dated January 9, 2023 in the principal
amount of $75,000 to WODI;

 Unsecured promissory note dated February 15, 2023 in the principal
amount of $106,920 to WODI;

 Unsecured promissory note dated February 28, 2023 in the principal
amount of $12,500 to WODI;

 Unsecured promissory note dated February 28, 2023 in the principal
amount of $8,500 to WODI;

 Unsecured promissory note dated March 3, 2023 in the principal
amount of $45,000 to WODI;

 Unsecured promissory note dated March 8, 2023 in the principal
amount of $12,500 to WODI;

 Unsecured promissory note dated March 17, 2023 in the principal
amount of $125,000 to WODI; and

 Unsecured promissory note dated March 31, 2023 in the principal
amount of $145,000 to WODI.

 On May 5, 2023, in connection with the Third Extension Payment, the
Company issued an unsecured promissory note in the principal amount of $330,065 (the "Third Extension Note") to WODI.

 On June 5, 2023, in connection with the Fourth Extension Payment, the
Company issued an unsecured promissory note in the principal amount of $100,000 (the "Fourth Extension Note") to WODI.

 The Company also issued the following unsecured promissory notes ("Notes
3") to WODI for working capital purpose:

 Unsecured promissory note dated May 2, 2023 in the principal
amount of $30,000 to WODI;

 Unsecured promissory note dated May 5, 2023 in the principal
amount of $25,000 to WODI;

 Unsecured promissory note dated May 25, 2023 in the principal
amount of $130,000 to WODI;

 Unsecured promissory note dated June 2, 2023 in the principal
amount of $105,000 to WODI;

 Unsecured promissory note dated June 6, 2023 in the principal
amount of $100,000 to WODI;

 Unsecured promissory note dated June 8, 2023 in the principal
amount of $48,000 to WODI;

 Unsecured promissory note dated June 9, 2023 in the principal
amount of $25,000 to WODI; and

 Unsecured promissory note dated June 23, 2023 in the principal
amount of $100,000 to WODI.

 On July 5, 2023, in connection with the Fifth Extension Payment, the
Company issued an unsecured promissory note in the principal amount of $100,000 (the "Fifth Extension Note") to WODI.

 On August 4, 2023, in connection with the Sixth Extension Payment,
the Company issued an unsecured promissory note in the principal amount of $100,000 (the "Sixth Extension Note") to WODI.

 On September 5, 2023, in connection with the Seventh Extension Payment,
the Company issued an unsecured promissory note in the principal amount of $100,000 (the "Seventh Extension Note") to WODI.

 On October 5, 2023, in connection with the Eighth Extension Payment,
the Company issued an unsecured promissory note in the principal amount of $100,000 (the "Eighth Extension Note") to WODI.

 On November 6, 2023, in connection with the Ninth Extension Payment,
the Company issued an unsecured promissory note in the principal amount of $100,000 (the "Ninth Extension Note") to WODI.

 On December 6, 2023, in connection with the Tenth Extension Payment,
the Company issued an unsecured promissory note in the principal amount of $100,000 (the "Tenth Extension Note") to WODI.

 On January 5, 2024, in connection with the Eleventh Extension Payment,
the Company issued an unsecured promissory note in the principal amount of $100,000 (the "Eleventh Extension Note") to WODI.

 On February 5, 2024, in connection with the Twelfth Extension payment,
the Company issued an unsecured promissory note in the principal amount of $100,000 ("Twelfth Extension Note") to WODI.

 On March 5, 2024, in connection with the Thirteenth Extension payment,
the Company issued an unsecured promissory note in the principal amount of $100,000 ("Thirteenth Extension Note") to WODI.

 The Company also issued the following unsecured promissory notes ("Notes
4") to WODI for working capital purpose:

 Unsecured promissory note dated July 14, 2023 in the principal
amount of $75,000 to WODI;

 Unsecured promissory note dated August 1, 2023 in the principal
amount of $70,000 to WODI;

 Unsecured promissory note dated August 14, 2023 in the principal
amount of $10,000 to WODI;

 Unsecured promissory note dated September 8, 2023 in the principal
amount of $75,000 to WODI;

 Unsecured promissory note dated September 21, 2023 in the principal
amount of $80,000 to WODI;

 Unsecured promissory note dated October 5, 2023 in the principal
amount of $100,000 to WODI;

 Unsecured promissory note dated November 3, 2023 in the principal
amount of $125,000 to WODI;

 Unsecured promissory note dated December 6, 2023 in the principal
amount of $42,000 to WODI;

 Unsecured promissory note dated December 19, 2023 in the principal
amount of $202,000 to WODI;

 Unsecured promissory note dated January 9, 2024 in the principal
amount of $30,000 to WODI;

 Unsecured promissory note dated January 12, 2024 in the principal
amount of $75,000 to WODI; and

 Unsecured promissory note dated February 9, 2024 in the principal
amount of $28,000 to WODI.

 The First Extension Note, the Second Extension Note, the Third Extension
Note, the Fourth Extension Note, the Fifth Extension Note, the Sixth Extension Note, the Seventh Extension Note, the Eighth Extension
Note, the Ninth Extension Note, the Tenth Extension Note, the Eleventh Extension Note, the Twelfth Extension Note, the Thirteenth Extension
Note, Note 1, Notes 2, Notes 3, and Notes 4 (herein referred to as the "Notes" or the "Working Capital Loans")
are non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company's
initial Business Combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at
the election of the Company. The holders of the Notes have the right, but not the obligation, to convert their Notes, in whole or in part,
respectively, into private shares of Class A Common Stock (the "Conversion Shares"), as described in the IPO prospectus of
the Company (File Number 333-256511). The number of Conversion Shares to be received by the holders in connection with such conversion
shall be an amount, up to $3,000,000, determined by dividing (x) the sum of the outstanding principal amount payable to such holders by
(y) $10.00.

 In order to finance transaction costs in connection
with an intended initial Business Combination, the founders or an affiliate of the founders or certain of the Company's officers
and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business
Combination, it would repay such loaned amounts. Up to $3,000,000 of such loans may be convertible into Working Capital Shares, at a price
of $10.00 per share at the option of the lender. Such Working Capital Shares would be identical to the Private Placement Shares. In the
event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment.

 As of December 31, 2023, the Company had borrowings
of $4,763,735 under the promissory notes - related party (working capital loans).

 RELATED PARTY POLICY

 We have not yet adopted a formal policy for the
review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved
or ratified in accordance with any such policy.

 We have 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) 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.

 In addition, our audit committee is responsible
for reviewing and approving related party transactions to the extent that we enter into such transactions. 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.

 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 founders, officers or
directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which
is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point
of view. Furthermore, other than as set forth elsewhere in the Prospectus, no finder's fees, reimbursements or cash payments will
be made to our founders, existing officers, directors or advisors, or our or their affiliates, for services rendered to us prior to or
in connection with the completion of our initial business combination although we may consider cash or other compensation to officers
or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition,
the following payments will be made to our founders or their affiliates, none of which will be made from the proceeds of the IPO held
in the Trust Account prior to the completion of our initial business combination:

 Reimbursement for any out-of-pocket expenses related to identifying,
investigating and completing an initial business combination; and

 Repayment of loans which may be made by our founders or an affiliate of our founders
to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined
nor have any written agreements been executed with respect thereto. Up to $3,000,000 of such loans may be convertible into Working Capital
Shares, at a price of $10.00 per share at the option of the lender. Such Working Capital Shares would be identical to the Private Placement
Shares sold in the Private Placement.

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

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Public Accounting Fees

 The following chart sets forth public accounting
fees in connection with services rendered by Friedman LLP and Marcum LLP for the years ended December 31, 2023 and 2022.

 2023

 2022

 Audit Fees

 $
 185,400

 $
 70,000

 Audit-Related Fees

 –

 –

 Tax Fees

 –

 –

 All Other Fees

 –

 –

 Audit fees were for professional services rendered
by Friedman LLP (prior to Friedman LLP combining with Marcum LLP effective September 1, 2022) and Marcum LLP for the audits of our annual
financial statements, and services that are normally provided by Friedman LLP and Marcum LLP in connection with statutory and review of
the financial information included in our Quarterly Reports Form 10-Q or engagements for those fiscal years, including services rendered
in connection with our IPO.

 Pre-Approval of Services

 The audit committee pre-approved all of the foregoing
services.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) Financial Statements:

 The following consolidated financial
statements are filed with this Annual Report:

 Report of Independent Registered Public Accounting Firm – Marcum LLP (PCAOB ID: 688)

Balance Sheets at December 31, 2023 and 2022

Statements of Operations for the years ended December 31, 2023 and 2022

Statements of Changes in Stockholders' Deficit for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated
Financial Statements

 (b) Exhibits

 Exhibit

 No.

 Description

 1.1

 Underwriting Agreement, dated November 2, 2021, among the Registrant, US Tiger Securities, Inc., and EF Hutton, division of Benchmark Investments, LLC, as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K/A filed with the Securities & Exchange Commission on November 5, 2021)

 2.1

 Business Combination Agreement, by, between, and among Fortune Rise Acquisition Corporation, Water on Demand, Inc., and FRLA Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed with the Securities & Exchange Commission on October 24, 2023

 2.2

 Amendment No. 1 to Business Combination Agreement, by and between, Fortune Rise Acquisition Corporation, Water on Demand, Inc., and FRLA Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed with the Securities & Exchange Commission on February 7, 2024)

 3.1

 Amended and Restated Certificate of Incorporation, dated October 27, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K/A filed with the Securities & Exchange Commission on November 5, 2021)

 3.2

 Amendment No. 1 to the Amended and Restated Certificate of Incorporation filed April 11, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 13, 2023)

 3.3

 Amendment No. 2 to the Amended and Restated Certificate of Incorporation filed June 2, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange
Commission on June 2, 2023)

 3.4

 Amendment No. 3 to the Amended and Restated Certificate of Incorporation filed October 25, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange
Commission on October 27, 2023)

 3.5

 Bylaws
 (incorporated by reference to Exhibit 3.4 to Amendment No. 6 to the Registration Statement on Form S-1/A filed with the Securities
 & Exchange Commission on May 26, 2021)

 4.1

 Specimen
 Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 6 to the Registration Statement on Form S-1/A filed
 with the Securities & Exchange Commission on November 2, 2021)

 4.2

 Specimen
 Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 6 to the Registration Statement on
 Form S-1/A filed with the Securities & Exchange Commission on November 2, 2021)

 4.3

 Specimen
 Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 6 to the Registration Statement on Form S-1/A
 filed with the Securities & Exchange Commission on November 2, 2021)

 4.4

 Warrant Agreement, dated November 2, 2021, between the Company and VStock Transfer, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on November 8, 2021)

 4.5*

 Description of Company's Securities

 10.1

 Letter Agreements, dated November 2, 2021, among the Company and certain security holders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed with the Securities & Exchange Commission on November 8, 2021)

 10.2

 Investment Management Trust Account Agreement, dated November 2, 2021, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K/A filed with the Securities & Exchange Commission on November 8, 2021)

 10.3

 Registration Rights Agreement, dated November 2, 2021, among the Registrant, certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K/A filed with the Securities & Exchange Commission on November 8, 2021)

 10.4

 Private Placement Shares Purchase Agreement, dated November 2, 2021, between the Company and the Underwriters (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K/A filed with the Securities & Exchange Commission on November 8, 2021)

 10.5

 Indemnity Agreements, dated November 2, 2021, between the Company and each of its directors and officers (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K/A filed with the Securities & Exchange Commission on November 8, 2021)

 Exhibit

 No.

 Description

 10.6

 Securities Subscription Agreement, between the Company and the Sponsor dated February 18, 2021, including amendment dated March 1, 2021 (incorporated by reference to Exhibit 10.5 to Amendment No.6 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on November 2, 2021)

 10.7

 Promissory Note, dated February 6, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 7, 2023)

 10.8

 Promissory Note, dated March 9, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 22, 2023)

 10.9

 Promissory Note, dated November 23, 2022, issued by Fortune Rise Acquisition Corporation to OriginClear, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 21, 2023)

 10.10

 Promissory Note, dated March 31, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.10 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 21, 2023)

 10.11

 Promissory Note, dated January 6, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 21, 2023)

 10.14

 Promissory Note, dated February 28, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 21, 2023)

 10.15

 Promissory Note, dated February 28, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 21, 2023)

 10.16

 Promissory Note, dated March 3, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.7 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 21, 2023)

 10.17

 Promissory Note, dated March 8, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.8 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 21, 2023)

 10.18

 Promissory Note, dated March 17, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.9 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 21, 2023)

 10.19

 Promissory Note, dated May 5, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 8, 2023)

 10.20

 Promissory Note, dated June 5, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 6, 2023)

 10.21

 Promissory Note, dated July 5, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2023)

 10.22

 Promissory Note, dated August 4, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2023)

 10.23

 Promissory Note, dated September 5, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 6, 2023)

 10.24

 Promissory Note, dated October 5, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 5, 2023)

 10.25

 Promissory Note, dated November 6, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 7, 2023)

 10.26

 Promissory Note, dated December 6, 2023, issued by Fortune Rise Acquisition Corporation to Water On Demand, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 7, 2023)

 10.27

 Consulting Agreement, dated July 14, 2023 by and between Fortune Rise Acquisition Corp. and All For LLC, Richard Brand, Originator (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2023)

 Exhibit

 No.

 Description

 10.28

 Sponsor Letter Agreement, dated as of October 24, 2023, by and among the Sponsor, Fortune Rise Acquisition Corp. and Water on Demand, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 24, 2023)

 10.29

 Amendment No. 1 to the Investment Management Trust Agreement, dated as of October 25, 2023, by and between Fortune Rise Acquisition Corporation and Wilmington Trust, National Association (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 27, 2023)

 10.30

 Consulting Agreement, dated December 22, 2023 by and between Fortune Rise Acquisition Corp. and Dream Builder Group – Ryan Spick, Principal (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 22, 2023)

 14.1

 Code
 of Ethics (incorporated by reference to Exhibit 14 to Amendment No. 6 to the Registration Statement on Form S-1/A filed with the
 Securities & Exchange Commission on May 26, 2021)

 31.1*

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

 32.1**

 Certifications of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 Clawback Policy

 99.1

 Audit
 Committee Charter (incorporated by reference to Exhibit 99.1 to Amendment No. 6 to the Registration Statement on Form S-1/A
 filed with the Securities & Exchange Commission on May 26, 2021)

 99.2

 Compensation
 Committee Charter (incorporated by reference to Exhibit 99.2 to Amendment No. 6 to the Registration Statement on Form S-1/A
 filed with the Securities & Exchange Commission on May 26, 2021)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 __________________

 *Filed with this Report.

 ** These certifications are furnished to the SEC
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities
Act, except as shall be expressly set forth by specific reference in such filing.

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

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

 Dated: April 1, 2024

 By:

 /s/ Ryan Spick

 Name:

 Title:

 Principal Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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

 Name

 Position

 Date

 /s/ Ryan Spick

 Principal Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

 /s/ Ronald J. Pollack

 Chairman and Director

 Ronald J. Pollack

 /s/ Beau Vuillemot

 Director

 Beau Vuillemot

 / s/ Philip Goodman

 Director

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm ( Marcum LLP, PCAOB ID 688)

 Consolidated Balance Sheets

Statements of Operations

Statements of Changes in Stockholders' Deficit

Statements of Cash Flows

 Notes to Consolidated
Financial Statements

 F-7 - F-24

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Fortune Rise Acquisition Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Fortune Rise Acquisition Corporation (the "Company") as of December 31, 2023 and 2022, the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for each of the two years in the period ended December
31, 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, 2023 and 2022, and the results of its
operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company is a Special Purpose
Acquisition Corporation that was formed for the purpose of completing a merger on or before April 5, 2024 or at the discretion of the
board of directors, accompanied by additional contributions to the trust, the business combination deadline maybe extended by additional
seven months through November 5, 2024. There is no assurance that the Company will obtain the necessary approvals or raise the additional
capital it needs to fund its business operations and complete any business combination prior to the business combination deadline, if
at all. The Company also has no approved plan in place to extend the business combination deadline beyond November 5, 2024, and lacks
the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination
is extended to a later date. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans regarding these matters are described in Note 1. The financial statements do not include any adjustments that may be necessary should
the Company be unable to continue as a going concern.

 Basis for Opinion

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

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

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

 /s/ Marcum llp

 Marcum llp

 We have served as the Company's auditor since 2021 (such date
takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022).

 Costa Mesa, CA

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 Assets

 Current assets:

 Cash

 $
 12,910

 $
 172,314

 Prepaid expenses

 106,658

 4,000

 Prepaid expenses - related party

 –

 25,000

 Total current assets

 119,568

 201,314

 Cash and investments held in Trust Account

 34,851,146

 101,942,526

 Total Assets

 $
 34,970,714

 $
 102,143,840

 Liabilities, Temporary Equity, and Stockholders' Deficit

 Current liabilities:

 Accounts payable and accrued expenses

 $
 293,182

 $
 156,052

 Due to related parties

 2,903

 Promissory notes - related parties

 4,763,735

 733,750

 Income taxes payable

 –

 271,346

 Franchise taxes payable

 –

 199,759

 Excise taxes payable

 703,866

 –

 Total current liabilities

 5,763,686

 1,410,907

 Deferred tax liability

 –

 83,724

 Deferred underwriters' discount

 3,421,250

 3,421,250

 Total Liabilities

 9,184,936

 4,915,881

 Commitments and Contingencies

 –

 –

 Class A Common Stock subject to possible redemption, 3,162,548 shares and 9,775,000 shares at redemption value of $ 11.03 and $ 10.39 per share as of December 31, 2023 and 2022, respectively

 34,882,535

 101,559,697

 Stockholders' Deficit:

 Preferred Stock, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022

 –

 –

 Class A Common Stock, $ 0.0001 par value; 55,000,000 shares authorized; 665,500 shares issued and outstanding (excluding 3,162,548 shares and 9,775,000 shares subject to possible redemption) as of December 31, 2023 and 2022

 Class B Common Stock, $ 0.0001 par value; 5,000,000 shares authorized; 2,443,750 shares issued and outstanding as of December 31, 2023 and 2022

 Accumulated deficit

 ( 9,097,067
)

 ( 4,332,048
)

 Total Stockholders' Deficit

 ( 9,096,757
)

 ( 4,331,738
)

 Total Liabilities, Temporary Equity, and Stockholders' Deficit

 $
 34,970,714

 $
 102,143,840

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

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Operating costs

 $
 2,060,089

 $
 959,457

 Franchise tax expenses

 138,050

 199,759

 Loss from Operations

 ( 2,198,139
)

 ( 1,159,216
)

 Other income:

 Dividend earned on investments held in Trust Account

 2,342,684

 1,466,677

 Income before income taxes

 144,545

 307,461

 Income taxes provision

 ( 496,250
)

 ( 355,070
)

 Net loss

 $
 ( 351,705
)

 $
 ( 47,609
)

 Basic and diluted weighted average shares outstanding, Common Stock subject to possible redemption

 5,476,390

 9,775,000

 Basic and diluted net income (loss) per share, Common Stock subject to possible redemption

 $
 0.20

 $
 ( 0.04
)

 Basic and diluted weighted average shares outstanding, Common Stock attributable to Fortune Rise Acquisition Corporation

 3,109,250

 3,109,250

 Basic and diluted net loss per share, Common Stock attributable to Fortune Rise Acquisition Corporation

 $
 ( 0.47
)

 $
 ( 0.15
)

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

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 Preferred Stock

 Class A Common Stock

 Class B Common Stock

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 Deficit

 Deficit

 Balance as of December 31, 2021

 –

 $
 –

 665,500

 $

 2,443,750

 $

 $
 ( 2,429,742
)

 $
 ( 2,429,432
)

 –

 –

 –

 –

 –

 –

 ( 1,854,697
)

 ( 1,854,697
)

 Net loss

 –

 –

 –

 –

 –

 –

 ( 47,609
)

 ( 47,609
)

 Balance as of December 31, 2022

 –

 –

 665,500

 2,443,750

 ( 4,332,048
)

 ( 4,331,738
)

 –

 –

 –

 –

 –

 –

 ( 3,709,448
)

 ( 3,709,448
)

 Excise taxes accrual on redemption of Class A Common Stock

 –

 –

 –

 –

 –

 –

 ( 703,866
)

 ( 703,866
)

 Net loss

 –

 –

 –

 –

 –

 –

 ( 351,705
)

 ( 351,705
)

 Balance as of December 31, 2023

 –

 $
 –

 665,500

 $

 2,443,750

 $

 $
 ( 9,097,067
)

 $
 ( 9,096,757
)

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

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Cash Flows from Operating Activities:

 Net loss

 $
 ( 351,705
)

 $
 ( 47,609
)

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

 Dividend earned on investment held in Trust Account

 ( 2,342,684
)

 ( 1,466,677
)

 Deferred tax (benefit) expense

 ( 83,724
)

 83,724

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 102,658
)

 183,500

 Prepaid expenses - related party

 25,000

 ( 25,000
)

 Due to a related party

 2,903

 –

 Accounts payable and accrued expenses

 137,130

 147,850

 Income taxes payable

 ( 271,346
)

 271,346

 Franchise taxes payable

 ( 199,759
)

 163,798

 Net cash used in operating activities

 ( 3,186,843
)

 ( 689,068
)

 Cash Flows from Investing Activities:

 Purchase of investments held in Trust Account

 ( 2,007,565
)

 ( 977,500
)

 Withdrawal of investments held in Trust Account

 71,441,629

 207,961

 Net cash provided by (used in) investing activities

 69,434,064

 ( 769,539
)

 Cash Flows from Financing Activities:

 Proceeds from issuance of promissory notes to related parties

 3,979,985

 733,750

 Advances from a related party

 –

 Class A Common Stock redemptions

 ( 70,386,610
)

 –

 Net cash (used in) provided by financing activities

 ( 66,406,625
)

 783,750

 Net Change in Cash

 ( 159,404
)

 ( 674,857
)

 Cash at beginning of the year

 172,314

 847,171

 Cash at end of the year

 $
 12,910

 $
 172,314

 Supplemental Cash Flow Information

 Cash paid for income taxes

 $
 865,024

 $
 –

 Cash paid for interest

 $
 –

 $
 –

 Supplemental Disclosure of Non-cash Financing Activities

 $
 3,709,448

 $
 1,854,697

 Excise taxes accrual on redemption of Class A Common Stock

 $
 703,866

 $
 –

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

 F- 6

 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

 Note 1 — Organization and Business Operation

 Fortune Rise Acquisition Corporation (the "Company")
is a blank check company incorporated as a Delaware corporation on February 1, 2021. The Company was 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
(a "Business Combination"). The Company has signed a non-binding Letter of Intent for the Proposed Business Combination as
discussed below. The Company has selected December 31 as its fiscal year end.

 As of December 31, 2023 and 2022,
the Company had not commenced any operations. For the period from February 1, 2021 (inception) through December 31, 2023, the Company's
efforts have been limited to organizational activities as well as activities related to the IPO (as defined below). The Company will not
generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company had generated non-operating
income in the form of money market fund dividend income earned from the proceeds derived from the IPO up until September 2023 when all
the money market funds were converted into cash.

 The registration statement for the Company's
initial public offering ("IPO") became effective on November 2, 2021. On November 5, 2021, the Company consummated
the IPO of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment option, the "Public Units").
Each Public Unit consists of one share of Class A Common Stock, $ 0.0001 par value per share ("Class A Common Stock"), and
 one-half of one redeemable warrant ("Warrant"), each whole Warrant entitling the holder thereof to purchase one share of Class
A Common Stock at an exercise price of $ 11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross
proceeds of $ 97,750,000. The shares of Class A Common Stock included in the Public Units are referred to as the "public shares."

 Substantially concurrently with the closing of
the IPO, the Company completed the private sale of 545,500 shares of Class A Common Stock (the "Private Placement Shares"),
comprised of 505,500 shares sold to the Company's sponsor, Fortune Rise Sponsor LLC (the "Sponsor") and 40,000 shares
sold to US Tiger Securities, Inc. ("US Tiger Securities"), and EF Hutton, a division of Benchmark Investment LLC, the representatives
of the several underwriters (each, a "Representative"), at a purchase price of $ 10.00 per Private Placement Share, generating
gross proceeds to the Company of $ 5,455,000. The Private Placement Shares are identical to the public shares, except that the holders
have agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days
after the completion of the Company's initial Business Combination.

 Transaction costs for the IPO amounted to $ 5,822,268,
consisting of $ 5,376,250 of underwriting fees (including $ 3,421,250 of deferred underwriting fees) and $ 446,018 of other offering costs.

 The Company also issued 120,000 shares of Class A
Common Stock (the "Representative Shares") to the Representatives as part of their underwriting compensation. The Representative
Shares are identical to the public shares except that the Representatives have agreed not to transfer, assign or sell any such Representative
Shares until the completion of the Company's initial Business Combination. The Representative Shares are deemed compensation by
FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the
IPO pursuant to FINRA Rule 5110(e)(1). In addition, the Representatives have agreed (i) to waive their redemption rights with respect
to such shares in connection with the completion of the Company's initial Business Combination and (ii) to waive their rights
to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its
initial Business Combination by April 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business Combination).

 Following the closing of the IPO and the
issuance and the sale of Private Placement Shares on November 5, 2021, $ 99,705,000
($10.20 per Public Unit) from the net proceeds of the sale of the Public Units in the IPO and the sale of Private Placement Shares
was placed in a trust account (the "Trust Account") maintained by Wilmington Trust, National Association as a trustee
and invested the proceeds in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money
market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the "Investment
Company Act"), as determined by the Company, until the earlier of: (a) the completion of the initial Business
Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the
Company's Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company's
obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company's public
shares if it does not complete the initial Business Combination by April 5, 2024 (or up to November 5, 2024, if the Company extends
the time to complete a Business Combination) or (ii) with respect to any other provision relating to stockholders' rights or
pre-initial Business Combination activity and (c) the redemption of the Company's public shares if it is unable to complete
the Business Combination by April 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business
Combination), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the
Company's creditors, if any, which could have priority over the claims of the Company's public stockholders.

 F- 7

 The Company's initial Business Combination
must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in
the Trust Account (excluding the deferred underwriting fee and taxes payable and interest previously released for working capital purposes
on the income earned on the Trust Account) 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 the post-transaction company not to be required to register
as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business
Combination successfully.

 The shares of Class A Common Stock subject
to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance
with Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." The
Company will proceed with a Business Combination (if the Company seeks stockholder approval), if a majority of the issued and
outstanding shares voted are voted in favor of the Business Combination. The Company will have until April 5, 2024 (or up to
November 5, 2024, if the Company extends the time to complete a Business Combination and payment of the extension deposit by the
Sponsor, or its affiliates), to complete the initial Business Combination (the "Combination Period"). If the Company is
unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for
working capital purposes or to pay the Company's taxes (less up to $50,000 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 the Company's remaining
stockholders and its board of directors, dissolve and liquidate, 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. There will be no redemption rights or
liquidating distributions with respect to the Company's warrants, which will expire worthless if the Company fails to complete
the Business Combination within the Combination Period. The founders have entered into a letter agreement with the Company, pursuant
to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares (defined below), Private Placement
Shares, and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their
redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder
vote to approve an amendment to the Company's Amended and Restated Certificate of Incorporation (A) to modify the substance or
timing of the Company's obligation to allow redemption in connection with the initial Business Combination or to redeem 100%
of the Company's public shares if the Company does not complete its initial Business Combination by April 5, 2024 (or up to
November 5, 2024, if the Company extends the time to complete a Business Combination) and payment of the extension deposit by our
Sponsor, or its affiliates), or (B) with respect to any other provision relating to stockholders' rights or pre-initial
Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect
to any Founder Shares held by them if the Company fails to complete the initial Business Combination by April 5, 2024 (or up to
November 5, 2024, if the Company extends the time to complete a Business Combination and payment of the extension deposit by our
Sponsor, or its affiliates), although they will be entitled to liquidating distributions from the Trust Account with respect to any
public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame. If the
Company submits its initial Business Combination to its stockholders for a vote, the Company will complete its initial Business
Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business
Combination. In no event will the Company redeem its public shares of Class A Common Stock in an amount that would cause its net
tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of public shares of
Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. As
approved by its stockholders at the Special Meeting on October 25, 2023, the Company deleted the limitations that the Company shall
not consummate a business combination or redeem shares if such actions would cause the Company's net tangible assets to be
less than $5,000,001 and filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of
State on October 25, 2023.

 The Sponsor has agreed that it will 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 by 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 (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of
the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be
withdrawn to pay taxes. 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 underwriters 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, then the Company's Sponsor will
not be responsible to the extent of any liability for such third-party claims.

 F- 8

 Termination of Prior Proposed Business Combination

 On April 26, 2022, the Company entered into an
agreement and plan of merger (the "Merger Agreement") by and among Sigma Merger Sub Inc., a Delaware corporation and its direct,
wholly owned subsidiary ("Sigma Merger Sub"), Gamma Merger Sub Inc., a Delaware corporation and its direct, wholly owned subsidiary
("Gamma Merger Sub"), VCV Power Sigma, Inc., a Delaware corporation ("Sigma"), VCV Power Gamma, Inc., a Delaware
corporation ("Gamma," and, together with Sigma, "VCV Digital Technology"), and Jerry Tang, in his capacity as
the representative for stockholders of VCV Digital Technology and for certain limited purposes under Section 5.13 thereunder. Pursuant
to the Merger Agreement, among other things, (i) in accordance with the General Corporation Law of the State of Delaware, as amended (the
"DGCL"), Sigma Merger Sub would merge with and into Sigma, with Sigma surviving the Sigma Merger as the Company's wholly
owned subsidiary, and (ii) in accordance with the DGCL, Gamma Merger Sub will merge with and into Gamma, with Gamma surviving the Gamma
Merger as its wholly owned subsidiary.

 On July 19, 2022, pursuant to Section 11.01(a)
of the Merger Agreement, the Company and VCV Digital Technology entered into a termination agreement and mutually agreed to terminate
the Merger Agreement and the transaction contemplated thereby was abandoned.

 Change of Sponsor

 On December 22, 2022, Water On Demand, Inc., a
Nevada corporation ("WODI"), entered into a Membership Interest Purchase and Transfer Agreement with Ka Wai Cheung, Koon Lin
Chan, and Koon Keung Chan (each a "Seller," and collectively, the "Sellers") and the Sponsor, pursuant to which
WODI purchased 100 membership interests in the Sponsor from the Sellers, which constitutes 100% of the membership interests in the Sponsor.
The Sponsor holds 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B Common Stock of the Company.

 The Proposed Business Combination

 On January 5, 2023, the Company filed a press
release which announced the signing of a non-binding Letter of Intent ("LOI") with WODI under which the Company proposes to
acquire all the outstanding securities of WODI, based on certain material financial and business terms and conditions being met.
On September 28, 2023, the Company announced that the LOI was amended and assigned to Water On Demand, Inc. (f/k/a Progressive Water Treatment
Inc.), a Texas corporation ("WODI-PWT"). WODI-PWT recently merged with WODI. Accordingly, the LOI executed January 5, 2023
with WODI has been amended to designate WODI-PWT as the new target of the acquisition. Under the revised/amended LOI, the Company proposes
to acquire all the outstanding securities of WODI-PWT, based on certain material financial and business terms and conditions being met.
The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements.

 On October 24, 2023, the Company entered
into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the
"BCA") with FRLA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company incorporated
on October 13, 2023 ("Merger Sub"), and WODI-PWT.

 The BCA provides, among other things, that Merger
Sub will merge with and into WODI-PWT, with WODI-PWT as the surviving company in the merger and, after giving effect to such merger, WODI-PWT
shall be a wholly-owned subsidiary of the Company (the "Merger"). The Company will change its name to "Water on Demand,
Inc." The Merger and the other transactions contemplated by the BCA are hereinafter referred to as the "Business Combination."
In accordance with the terms and subject to the conditions of the BCA, at the effective time of the Merger (the "Effective Time"),
among other things: (i) each share of Class A Common Stock and each share of Class B Common Stock (except for Class B Common Stock held
by the Sponsor which are subject to forfeiture pursuant to the Sponsor Letter Agreement) that is issued and outstanding immediately prior
to the Merger will become one share of common stock, par value $0.0001 per share, of the Company, and (ii) each share of common stock
of WODI-PWT (subject to limited exceptions) issued and outstanding as of immediately prior to the Effective Time shall be automatically
canceled and extinguished and converted into the right to receive that number of shares of the Company's common stock equal to an
exchange ratio, calculated as (a) the aggregate equity value of WODI-PWT of $32.0 million, divided by the aggregate number of shares of
WODI-PWT common stock outstanding immediately prior to the Effective Time, divided by (b) the FRLA Share Value, where "FRLA Share
Value" means (i) the aggregate amount of cash on deposit in the Trust Account (without giving effect to stockholder redemptions)
as of two business days prior to the closing date of the Merger, including interest not previously released to the Company to pay taxes
of the Company divided by (ii) the total number of then issued and outstanding shares of Class A Common Stock (without giving effect to
stockholder redemptions).

 F- 9

 Extension Amendments for Business Combination

 On April 11, 2023, the Company filed with the
Secretary of State of the State of Delaware an amendment (the "First Amendment") to the Company's Amended and Restated
Certificate of Incorporation to extend the date by which the Company must consummate a Business Combination up to six times, each by an
additional month, for an aggregate of six additional months (i.e., from May 5, 2023 to up to November 5, 2023) or such earlier date as
determined by the board of directors. The Company's stockholders approved the First Amendment at a special meeting of stockholders
of the Company on April 10, 2023.

 As a result of the June 2, 2023 special meeting
of stockholders of the Company, the Company filed with the Secretary of State of the State of Delaware an amendment to the Company's
Amended and Restated Certificate of Incorporation to amend the monthly extension amounts to be paid by the Sponsor (or its affiliates),
to extend the period of time for the Company to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company to be made upon the request of the Sponsor, and approval by the Company's
board of directors, from a previously amended price per unredeemed share of Class A Common Stock of $0.0625 to the lower of $100,000 or
$0.05 per unredeemed share of Class A Common Stock.

 As approved by its stockholders at the special
meeting of stockholders held on October 25, 2023, the Company entered into an amendment to the Investment
Management Trust Agreement, dated as of November 2, 2021 (the "Trust Agreement"), by and between the Company and Wilmington
Trust, National Association ("Wilmington Trust"), on October 25, 2023 (the "Trust Amendment"). The Trust Amendment
extended the initial date on which Wilmington Trust must commence liquidation of the Trust Account to up to November 5, 2024, or such
earlier date as determined by the Company's board of directors, unless the closing of the Company's
initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into
the Trust Account the lesser of: (i) $100,000 and (ii) an aggregate amount equal to $0.05 multiplied by the number of public shares of
the Company that are not redeemed, for each such one-month extension unless the closing of the Company's initial business combination
shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

 From November 2022 to March 2024, a total of $ 3,285,064.50
was deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it had to consummate
its initial Business Combination from November 5, 2022 to April 5, 2024.

 Liquidity and Going Concern

 As of December 31, 2023, the Company had $ 12,910
in cash held outside the Trust Account available for the Company's payment of expenses related to working capital purposes and a
working capital deficit of $ 5,644,118. The Company has incurred and expects to continue to incur significant professional costs to remain
as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. 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.

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update (ASU) 2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that
these conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plan to
address this uncertainty is through the Promissory Notes – related parties and the Working Capital Loans, as defined below (see
Note 6). In addition, if the Company is unable to complete a Business Combination within the Combination Period by April 5, 2024 (or up
to November 5, 2024, if the Company extends the time to complete a Business Combination), the Company's board of directors would
commence a winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Certificate of Incorporation and
thereby a formal dissolution of the Company. There is no assurance that the Company's plans to consummate a Business Combination
will be successful within the Combination Period. As a result, management has determined that such additional condition also raises substantial
doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 F- 10

 Inflation Reduction Act of 2022

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases (including redemptions) of stock by publicly traded 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 stockholders 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.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and
repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the
nature and amount of any "PIPE" or other equity issuances issued within the same taxable year of a Business Combination and
(iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company
and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could
cause a reduction in the cash available on hand to complete a Business Combination and in the Company's ability to complete a Business
Combination.

 As a result of the 6,612,452
shares of Class A Common Stock redeemed in April 2023, June 2023 and November 2023 as discussed in Note 9, the Company accrued
the 1% excise tax in the amount of $ 703,866
as a reduction of equity, as the Company is uncertain about the structure of any Business Combination and whether additional shares
will be issued within the same taxable year.

 Note 2 — Significant Accounting Policies

 Basis of Presentation

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

 Principles of Consolidation

 The consolidated financial statements include
the accounts of the Company and its subsidiary. All intercompany transactions and balances are eliminated in consolidation.

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

 Emerging Growth Company Status

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

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

 F- 11

 Use of Estimates

 The preparation of 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 and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates. The accompanying financial statements include all adjustments management considers
necessary for a fair presentation.

 Cash

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. As of both December 31, 2023 and 2022, the Company
did no t have any cash equivalents.

 Cash and Investments held in Trust Account

 As of December 31, 2023 and 2022, $ 34,851,146
and $ 101,942,526, respectively, representing all of the assets held in the Trust Account, were held in cash or money market funds, and
consisted of U.S. Treasury securities carried at fair value.

 Gains and losses resulting from the change in
fair value of investments held in Trust Account are accounted as dividend income in the accompanying statement of operations. Dividend
income for the years ended December 31, 2023 and 2022 amounted to $ 2,342,684 and $ 1,466,677, respectively.

 Warrants

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

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

 The Company accounted for the 4,887,500 Warrants
issued with the IPO as equity instruments in accordance with ASC 480, "Distinguishing Liabilities from Equity" and ASC 815-40,
"Derivatives and Hedging: Contracts in Entity's Own Equity."

 Class A Common Stock Subject to Possible Redemption

 The Company accounts for its Class A
Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair
value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features 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) is classified as temporary equity. At all other times, Class A Common Stock is classified as
stockholders' equity. The Company's public shares feature certain redemption rights that are considered to be outside of
the Company's control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022,
shares of Class A Common Stock subject to possible redemption are presented at redemption value of $11.03 and $10.39 per share,
respectively, as temporary equity, outside of the stockholders' deficit section of the Company's consolidated balance
sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable
Class A Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying
amount of shares of redeemable Class A Common Stock are affected by charges against additional paid in capital or accumulated
deficit if additional paid in capital is zero.

 F- 12

 Concentration of Credit Risk

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

 Fair Value of Financial Instruments

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

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

 Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

 Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

 Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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

 Income Taxes

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

 ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 The Company recognizes accrued interest and
penalties related to unrecognized tax benefits and income taxes as income tax expense. There were no
unrecognized tax benefits and no
amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. The Company recognized $ 23,285
on interest and penalties as income tax expense due to the Company not timely paying its estimated income taxes for the year ended
December 31, 2023.

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

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

 F- 13

 Net Income (Loss) per Share

 The Company complies with the accounting and
disclosure requirements of FASB ASC 260, Earnings Per Share. To determine the net income (loss) attributable to both the redeemable shares
and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock
and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The
Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the
redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible
redemption was considered to be dividends paid to the public stockholders. For the years ended December 31, 2023 and 2022, the Company
has not considered the effect of the warrants sold in the IPO to purchase an aggregate of 4,887,500
 shares in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence
of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities
and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.
As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented.

 Schedule of earnings (loss) per share

 Non-

 Non-

 Redeemable

 Redeemable

 Redeemable

 Redeemable

 Common

 Common

 Common

 Common

 Stock

 Stock

 Stock

 Stock

 Basic and diluted net income/(loss) per share:

 Numerators:

 Allocation of net loss excluding accretion of carrying value to redemption value

 $
 ( 2,590,425
)

 $
 ( 1,470,728
)

 $
 ( 1,443,238
)

 $
 ( 459,068
)

 3,709,448

 –

 1,854,697

 –

 Allocation of net income (loss)

 $
 1,119,023

 $
 ( 1,470,728
)

 $
 411,459

 $
 ( 459,068
)

 Denominators:

 Weighted-average shares outstanding

 5,476,390

 3,109,250

 9,775,000

 3,109,250

 Basic and diluted net income (loss) per share

 $
 0.20

 $
 ( 0.47
)

 $
 0.04

 $
 ( 0.15
)

 Recent Accounting Pronouncements

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

 In August 2020, the FASB issued ASU 2020-06,
"Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's
Own Equity (Subtopic 815-40)." The amendment in this ASU is to address issues identified as a result of the complexity associated
with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and
equity. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and
convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized
from the host contract as compared with prior GAAP. Convertible instruments that continue to be subject to separation models are (1) those
with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative,
and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial
premiums for which the premiums are recorded as paid-in capital. The amendments in this ASU are effective for public business entities
that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies
as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For
all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within
those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim
periods within those fiscal years. The FASB specified that an entity should adopt the guidance as of the beginning of its annual fiscal
year. The Company has not early adopted the ASU, and it will become effective
for the Company on January 1, 2024, as the Company is an emerging growth company. The Company believes that the adoption of this ASU would
not have a material effect on the Company's consolidated financial statements.

 F- 14

 In December 2023, the FASB issued Accounting Standards
Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which
modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the
income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income
tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose
their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for
annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued
or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The
Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related
disclosures.

 Note 3 — Cash and Investments Held in Trust Account

 To mitigate the risk that the Company might be
deemed to be an investment company for purposes of the Investment Company Act, on September 28, 2023, the Company instructed Wilmington
Trust, National Association, the trustee with respect to the Trust Account, to liquidate the investments held in the Trust Account and
instead to hold the funds in the Trust Account in cash until the earlier of the consummation of the Company's initial Business Combination
or its liquidation.

 As of December 31, 2023, assets held in the Trust
Account were comprised of $ 34,851,146 in cash.

 As of December 31, 2022, assets held in the Trust
Account were comprised of $ 101,942,526 in money market funds which are invested in U.S. Treasury Securities.

 The following table presents information about
the Company's assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value
hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Schedule of assets that are measured at fair value on a recurring basis

 Description

 Level

 Assets:

 Trust Account - U.S. Treasury Securities Money Market Fund

 $
 –

 $
 101,942,526

 Note 4 — Initial Public Offering

 Pursuant to the IPO on November 5, 2021,
the Company sold 9,775,000 Units at $10.00 per Public Unit, generating gross proceeds of $ 97,750,000. Each Public Unit consists of one
share of the Company's Class A Common Stock and one-half of one redeemable warrant. The Company will not issue fractional shares
upon the exercise of warrants. As a result, the warrants must be exercised in multiples of one whole warrant. Each whole warrant entitles
the holder thereof to purchase one share of the Company's Class A Common Stock at a price of $11.50 per share, and only whole warrants
are exercisable. The warrants will become exercisable on the later of 30 days after the completion of the Company's initial Business
Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the Company's initial
Business Combination or earlier upon redemption or liquidation.

 All of the 9,775,000 public shares sold as part
of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a stockholder
vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company's Amended and Restated Certificate of Incorporation, or in connection with the Company's liquidation. In accordance with the Securities and
Exchange Commission (the "SEC") and its staff's guidance on redeemable equity instruments, which has been codified in
ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A Common Stock subject to redemption
to be classified outside of permanent equity.

 The Company's redeemable Class A Common
Stock is subject to the SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.
If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption
value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,
if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur
and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected
to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,
or in absence of retained earnings, additional paid-in capital).

 F- 15

 For years ended December 31, 2023 and
2022, the Class A Common Stock reflected on the consolidated balance sheets is reconciled in the following table.

 Schedule of common stock reflected on the balance sheets reconciled

 Class A Common Stock subject to possible redemption, December 31, 2021

 $
 99,705,000

 Plus:

 1,854,697

 Class A Common Stock subject to possible redemption, December 31, 2022

 101,559,697

 Less:

 Redemptions

 ( 70,386,610
)

 Plus:

 3,709,448

 Class A Common Stock subject to possible redemption, December 31, 2023

 $
 34,882,535

 Note 5 — Private Placement

 Substantially concurrently with the closing of
the IPO, the Company completed the private sale of 545,500 Private Placement Shares, comprised of 505,500 shares sold to the Sponsor and
 40,000 shares sold to the Representatives, at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the
Company of $ 5,455,000. The Private Placement Shares are identical to the public shares, except that the holders have agreed not to transfer,
assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the
Company's initial Business Combination.

 Note 6 — Related Party Transactions

 Founder and Private Placement Shares

 On February 18, 2021, the Sponsor acquired 2,443,750
shares of common stock from the Company for a purchase price of $ 25,000. On March 2, 2021, the Company amended and restated its certificate
of incorporation to divide its common stock into Class A Common Stock and Class B Common Stock without changing the total amount
of the authorized capital of common stock. As a result, the Company cancelled the 2,443,750 shares of common stock held by the Sponsor
and simultaneously issued 2,443,750 shares (the "Founder Shares") of Class B common stock, par value $0.0001 per share
("Class B Common Stock") to the Sponsor.

 As of December 31, 2023 and 2022, there were 2,443,750
Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.01 per share.

 The number of Founder Shares issued was determined
based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the IPO (excluding
the sale of Private Placement Shares and issuance of the Representative Shares).

 In November 2021, the Sponsor transferred an aggregate
of 443,750 Founder Shares to the Company's former officers, directors, secretary and their designees at the same price originally
paid for such shares prior to the closing of the IPO. As a result of such transfers, US Tiger Securities, Inc., a Representative, as the
designee of Mr. Lei Huang, former Chief Executive Officer who resigned on December 22, 2022, acquired 122,000 Founder Shares at the
same price originally paid for such shares. Dr. Lei Xu, the Company's former President, Ms. Yuanmei Ma, the Company's former
Chief Financial Officer, Ms. Christy Szeto, the Company's former secretary, Dr. David Xianglin Li, Mr. Michael Davidov, and Mr.
Norman Kristoff, each of the Company's former directors collectively acquired the remaining 321,750 Founder Shares at the same price
originally paid for such shares. On December 22, 2022, the Company's officers, directors and secretary resigned from their respective
positions and returned and sold a total of 343,750 Founder Shares back to the Sponsor for the original purchase price. Out of the issued
and outstanding shares of Class B Common Stock, an aggregate of 100,000 shares remains owned by former management.

 The sale of the Founder Shares from Sponsor to
the Company's officers, directors and secretary is in the scope of FASB ASC Topic 718, "Compensation-Stock Compensation"
("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon
the grant date. The grant date fair value of the remaining 100,000 shares, net of forfeiture of 343,750 shares, granted to the Company's
officers, directors and secretary was $ 716,250, or $7.16 per share. The Founders Shares were granted subject to a performance condition
(i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance
condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2023 and 2022,
the Company determined that a Business Combination was not considered probable, and, therefore, no stock-based compensation expense has
been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation
of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently
modified) less the amount initially received for the purchase of the Founder Shares.

 F- 16

 The holders of the Founder Shares have agreed
not to transfer, assign or sell 50% of their Founder Shares until the earlier to occur of: (A) six months after the date of the consummation
of the Company's initial Business Combination, or (B) the date on which the closing price of the Company's Class A Common
Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any
20 trading days within any 30-trading day period commencing after the Company's initial Business Combination and the remaining
50% of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company's
initial Business Combination, or earlier, in either case, if, subsequent to the Company's initial Business Combination, the Company
consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's
stockholders having the right to exchange their shares for cash, securities or other property.

 On November 5, 2021, the Company completed the
private sale of 505,500 shares of Class A Common Stock to the Sponsor, Fortune Rise Sponsor LLC, at a purchase price of $10.00 per
Private Placement Share, generating gross proceeds to the Company of $ 5,055,000. The Private Placement Shares are identical to the public
shares, except that the holders have agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted
transferees) until 30 days after the completion of the Company's initial Business Combination.

 In connection with BCA, on October 17, 2023, the
Sponsor and the three independent directors of the Company entered into three separate securities transfer agreements (the "Securities
Transfer Agreement") to transfer a total of 60,000 shares of the Founder shares to the three directors. The transfer of the Founder
Shares from the Sponsor to the three independent directors of the Company is in the scope of FASB ASC Topic 718, "Compensation-Stock
Compensation" ("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured
at fair value upon the grant date. The grant date fair value of the 60,000 shares granted to the Company's three independent directors
was $ 517,200, or $ 8.62 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business
Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence
under the applicable accounting literature in this circumstance. As of December 31, 2023, the Company determined that a Business Combination
was not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be
recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount
equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially
received for the purchase of the Founder Shares.

 In connection with BCA, on October 24, 2023, the
Sponsor, the Company and WODI-PWT entered into a letter agreement (the "Sponsor Letter Agreement") pursuant to which the Sponsor
agreed to (a) vote in favor of the Business Combination Agreement and the Business Combination, (b) waive any adjustment to the conversion
ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B
Common Stock, such that the Class B Common Stock will convert into Class A Common Stock at the Closing on a one-to-one basis, and (c)
subject certain of the Class B Common Stock currently held by the Sponsor to forfeiture.

 Prepaid Expenses – Related Party

 Effective December 1, 2022 (the "Effective
Date"), Mr. J. Richard Iler, the Company's former Principal Executive Officer, Chief Financial Officer, Secretary, and Treasurer,
entered into a Consulting Agreement (the "Agreement") with the Company and OriginClear, Inc. (OriginClear), a Nevada corporation
and the parent company of the Sponsor, pursuant to which Mr. Iler received an initial payment of $ 50,000 and received separate payments
of $25,000 monthly for January 2023 through April 2023. The term of the Agreement was for six months starting from the Effective Date,
unless earlier terminated. As of December 31, 2023 and 2022, the Company prepaid to Mr. Iler under the Agreement amounted to $ 0 and $ 25,000,
respectively.

 Due to Related Parties

 In December 2022, OriginClear advanced $ 50,000
to the Company for working capital. On April 17, 2023, the board of directors of the Company approved the issuance of an unsecured promissory
note dated November 23, 2022 in the principal amount of $50,000 to OriginClear and the Company reclassified this $ 50,000 advance into
a promissory note – related parties. As of December 31, 2023 and 2022, balance due to OriginClear amounted to $ 0 and $ 50,000, respectively.

 On December 22, 2023, the board of directors appointed Ryan
Spick to serve as the Company's Principal Executive Officer and Chief Financial Officer effective as of December 22, 2023. The terms
and conditions of Mr. Spick's appointment will be governed by a consulting agreement dated as of December 22, 2023 by and between
the Company and Mr. Spick (the "Consulting Agreement"). The Consulting Agreement provides for compensation to Mr. Spick of
$ 10,000 per month. The Consulting Agreement provides for a term of six months, unless earlier terminated by either party upon 10 business
days' written notice. As of December 31, 2023, balance due to Mr. Spick amounted $ 2,903.

 F- 17

 Promissory Notes — Related Parties
(Working Capital Loans)

 On November 4, 2022, an aggregate of $ 977,500
(the "First Extension Payment") was deposited into the Company's Trust Account for the public stockholders, representing
$0.10 per public share, which enabled the Company to extend the period of time it had to consummate its initial Business Combination by
three months from November 5, 2022 to February 5, 2023 (the "First Extension"). The First Extension was the first of the two
three-month extensions permitted under the Company's Amended and Restated Certificate of Incorporation prior to its amendment in
April 2023. In connection with the First Extension Payment, the Company issued unsecured promissory notes (the "First Extension
Note") to certain Initial Stockholders, including (i) a note of $413,750 to Mr. Koon Keung Chan, the former manager of the Sponsor
of the Company who resigned on December 22, 2022, (ii) a note of $ 150,000 to US Tiger Securities, an existing stockholder, and (iii) a
note of $170,000 to Dr. Lei Xu, the former President and Chairwoman of the Company who resigned on December 22, 2022. The three promissory
notes together with the Company's working capital fund were used to pay for the First Extension Payment. These three promissory
notes totaling $733,750 were assigned to WODI as creditor on December 22, 2022.

 On February 6, 2023, $ 977,500 (the "Second
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.10 per public share, which
enabled the Company to extend the period of time it had to consummate its initial Business Combination by three months from February 5,
2023 to May 5, 2023 (the "Second Extension"). The Second Extension was the second and final of the two three-month extensions
permitted under the Company's Amended and Restated Certificate of Incorporation prior to its amendment in April 2023. In connection
with the Second Extension Payment, the Company issued an unsecured promissory note (the "Second Extension Note") to WODI.

 On March 16, 2023, the board of directors of the
Company approved the issuance of an unsecured promissory note dated March 9, 2023 in the principal amount of $ 75,000 (the "Note
1") to WODI.

 On April 17, 2023, the board of directors of the
Company, approved the issuance of the following unsecured promissory notes ("Notes 2"):

 Unsecured promissory note dated November 23, 2022 in the principal amount of $ 50,000 to OriginClear;

 Unsecured promissory note dated January 6, 2023 in the principal amount of $ 25,000 to WODI;

 Unsecured promissory note dated January 9, 2023 in the principal amount of $ 75,000 to WODI;

 Unsecured promissory note dated February 15, 2023 in the principal amount of $ 106,920 to WODI;

 Unsecured promissory note dated February 28, 2023 in the principal amount of $ 12,500 to WODI;

 Unsecured promissory note dated February 28, 2023 in the principal amount of $ 8,500 to WODI;

 Unsecured promissory note dated March 3, 2023 in the principal amount of $ 45,000 to WODI;

 Unsecured promissory note dated March 8, 2023 in the principal amount of $ 12,500 to WODI;

 Unsecured promissory note dated March 17, 2023 in the principal amount of $ 125,000 to WODI; and

 Unsecured promissory note dated March 31, 2023 in the principal amount of $ 145,000 to WODI.

 On May 5, 2023, in connection with the Third Extension
Payment, the Company issued an unsecured promissory note in the principal amount of $ 330,065 (the "Third Extension Note")

 On June 5, 2023, in connection with the Fourth
Extension Payment, the Company issued an unsecured promissory note in the principal amount of $ 100,000 (the "Fourth Extension Note")

 The Company also issued the following unsecured
promissory notes ("Notes 3") to WODI for working capital purpose:

 Unsecured promissory note dated May 2, 2023 in the principal amount of $ 30,000 to WODI;

 Unsecured promissory note dated May 5, 2023 in the principal amount of $ 25,000 to WODI;

 Unsecured promissory note dated May 25, 2023 in the principal amount of $ 130,000 to WODI;

 Unsecured promissory note dated June 2, 2023 in the principal amount of $ 105,000 to WODI;

 Unsecured promissory note dated June 6, 2023 in the principal amount of $ 100,000 to WODI;

 Unsecured promissory note dated June 8, 2023 in the principal amount of $ 48,000 to WODI;

 Unsecured promissory note dated June 9, 2023 in the principal amount of $ 25,000 to WODI; and

 Unsecured promissory note dated June 23, 2023 in the principal amount of $ 100,000 to WODI.

 F- 18

 On July 5, 2023, in connection with the Fifth
Extension Payment, the Company issued an unsecured promissory note in the principal amount of $ 100,000 (the "Fifth Extension Note")

 On August 4, 2023, in connection with the Sixth
Extension Payment, the Company issued an unsecured promissory note in the principal amount of $ 100,000 (the "Sixth Extension Note")

 On September 5, 2023, in connection with the Seventh
Extension Payment, the Company issued an unsecured promissory note in the principal amount of $ 100,000 (the "Seventh Extension Note")

 The Company also issued the following unsecured
promissory notes ("Notes 4") to WODI for working capital purpose:

 Unsecured promissory note dated July 14, 2023 in the principal amount of $ 75,000 to WODI;

 Unsecured promissory note dated August 1, 2023 in the principal amount of $ 70,000 to WODI;

 Unsecured promissory note dated August 14, 2023 in the principal amount of $ 10,000 to WODI;

 Unsecured promissory note dated September 8, 2023 in the principal amount of $ 75,000 to WODI; and

 Unsecured promissory note dated September 21, 2023 in the principal amount of $ 80,000 to WODI.

 On October 5, 2023, in connection with the Eighth
Extension Payment, the Company issued an unsecured promissory note in the principal amount of $ 100,000 (the "Eighth Extension Note")

 On November 6, 2023, in connection with the Ninth
Extension Payment, the Company issued an unsecured promissory note in the principal amount of $ 100,000 (the "Ninth Extension Note")

 On December 6, 2023, in connection with the Tenth
Extension Payment, the Company issued an unsecured promissory note in the principal amount of $ 100,000 (the "Tenth Extension Note")

 The Company also issued the following unsecured
promissory notes ("Notes 5") to WODI for working capital purpose:

 Unsecured promissory note dated October 5, 2023 in the principal amount of $ 10,000 to WODI;

 Unsecured promissory note dated November 3, 2023 in the principal amount of $ 125,000 to WODI;

 Unsecured promissory note dated December 6, 2023 in the principal amount of $ 42,000 to WODI;

 Unsecured promissory note dated December 19, 2023 in the principal amount of $ 200,000 to WODI; and

 Unsecured promissory note dated December 19, 2023 in the principal amount of $ 2,000 to WODI.

 The First Extension Note, the Second Extension
Note, the Third Extension Note, the Fourth Extension Note, the Fifth Extension Note, the Sixth Extension Note, the Seventh Extension Note,
the Eight Extension Note, the Ninth Extension Note, and the Tenth Extension Note, Note 1, Notes 2, Notes 3, Notes 4 and Note 5 (herein
referred to as the "Notes" or the "Working Capital Loans") are non-interest bearing and payable (subject to the
waiver against trust provisions) on the earlier of (i) consummation of the Company's initial Business Combination and (ii) the date
of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holders of the
Notes have the right, but not the obligation, to convert their Notes, in whole or in part, respectively, into private shares of Class
A Common Stock (the "Conversion Shares"), as described in the IPO prospectus of the Company (File Number 333-256511). The
number of Conversion Shares to be received by the holders in connection with such conversion shall be an amount, up to $3,000,000, determined
by dividing (x) the sum of the outstanding principal amount payable to such holders by (y) $10.00.

 In order to finance transaction costs in connection
with an intended initial Business Combination, the founders or an affiliate of the founders or certain of the Company's officers
and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business
Combination, it would repay such loaned amounts. Up to $3,000,000 of such loans may be convertible into working capital shares, at a price
of $10.00 per share at the option of the lender. Such working capital shares would be identical to the Private Placement Shares. In the
event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment.

 As of December 31, 2023 and 2022, the Company
had borrowings of $ 4,763,735 and $ 733,750, respectively, under the promissory notes — related parties (working capital loans).

 F- 19

 Note 7 — Commitments & Contingencies

 Risks and Uncertainties

 As a result of the military action commenced in February 2022 by the
Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company's ability to consummate a Business
Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially
and adversely affected. In addition, the Company's ability to consummate a transaction may be dependent on the ability to raise
equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market
liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related
sanctions on the world economy and the specific impact on the Company's financial position, results of operations and/or ability
to consummate a Business Combination are not yet determinable. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Registration Rights

 The holders of the Founder Shares, Private Placement
Shares and shares of common stock that may be issued upon conversion of working capital loans are entitled to registration rights pursuant
to a registration rights agreement entered into in connection with the IPO, requiring the Company to register such securities for resale
(in the case of the Founder Shares, only after conversion into 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 the Company to register for resale such securities pursuant to Rule 415 under the
Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriters Agreement

 The Representatives entitled to underwriting discounts
of (i) two percent ( 2.0 %) of the gross proceeds of the IPO, or $ 1,955,000 in the aggregate, and paid at the closing of the IPO
and (ii) will be entitled to a deferred underwriting discount of three and a half percent ( 3.5 %) of the gross proceeds of the IPO, or
approximately $ 3,421,250 in the aggregate, upon the consummation of a Business Combination.

 Note 8 — Deferred Underwriters' Discount

 The Company is obligated to pay the underwriters
a deferred underwriters' discount equal to 3.5 % of the gross proceeds of the IPO. The deferred underwriters' discount of $ 3,421,250
will become payable to the Representatives from the amounts held in the Trust Account solely in the event that the Company completes a
Business Combination.

 Note 9 — Temporary
Equity and Stockholders' Deficit

 Preferred stock — The Company
is authorized to issue 2,000,000 shares of preferred stock, par value $ 0.0001 per share, 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, 2023 and 2022,
there were no shares of preferred stock issued or outstanding.

 Common stock — The Company
was initially authorized to issue up to 60,000,000 shares of common stock, par value $ 0.0001 per share. On February 19, 2021, there
were 2,443,750 shares of common stock issued and outstanding. On March 2, 2021, the Company amended and restated its certificate
of incorporation to divide its common stock into Class A Common Stock and Class B Common Stock, with the result that the Company
is authorized to issue up to 60,000,000 shares of common stock, par value $0.0001 per share, comprised of 55,000,000 shares of Class A
Common Stock and 5,000,000 shares of Class B Common Stock. In connection therewith, the Company cancelled 2,443,750 shares of common
stock issued to the Sponsor and issued 2,443,750 shares of Class B Common Stock to the Sponsor.

 Holders of record of Common Stock are entitled
to one vote for each share held on all matters to be voted on by stockholders. The Company's stockholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Holders of record of the
Class A Common Stock and holders of record of the Class B Common Stock will vote together as a single class on all matters submitted
to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by applicable law.
The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the closing of the Company's
initial Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right.

 F- 20

 Class A Common Stock —
The Company is authorized to issue 55,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share.

 In connection with the special meeting of stockholders
on April 10, 2023, holders of 4,493,968 public shares of Class A Common Stock properly exercised their right to redeem their shares
(and did not withdraw their redemption) for cash at a redemption price of approximately $ 10.57 per share, for an aggregate redemption
amount of $ 47,501,242.

 In connection with the special meeting of stockholders
on June 2, 2023, holders of 1,666,080 public shares of Class A Common Stock properly exercised their right to redeem their shares
(and did not withdraw their redemption) for cash at a redemption price of approximately $ 10.76 per share, for an aggregate redemption
amount of $ 17,927,021.

 In connection with the special meeting of stockholders
on October 25, 2023, holders of 452,404 public shares of Class A Common Stock properly exercised their right to redeem their
shares (and did not withdraw their redemption) for cash at a redemption price of approximately $ 10.96 per share, for an aggregate redemption
amount of $ 4,958,347.

 Representative Shares

 The Company issued 120,000 Representative Shares
in Class A Common Stock to the Representatives of the underwriters for the Company's IPO, as part of their underwriting compensation.
The Representative Shares are identical to the public shares except that the Representatives have agreed not to transfer, assign or sell
any such Representative Shares until the completion of the Company's initial Business Combination. The Representative Shares are
deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement
of sales in this offering pursuant to FINRA Rule 5110(e)(1). In addition, the Representatives have agreed (i) to waive their redemption
rights with respect to such shares in connection with the completion of the Company's initial Business Combination and (ii) to waive
their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to
complete its initial Business Combination by April 5, 2024 (or up to November 5, 2024, if the Company extends the time to complete a Business
Combination and payment of the extension deposit by our Sponsor, or its affiliates).

 As of December 31, 2023 and 2022, there were 665,500
shares of common stock issued and outstanding, excluding 3,162,548 and 9,775,000 shares of common stock, respectively, subject to possible
redemption.

 Class B Common Stock —
The Company is authorized to issue 5,000,000 shares of Class B Common Stock with a par value of $ 0.0001 per share. On March 2,
2021, the Company issued 2,443,750 shares of Class B Common Stock to the founders for $ 25,000, so that the founders collectively
owned 20% of the Company's issued and outstanding common stock after the IPO (excluding the Private Placement Shares and the Representative
Shares). As of December 31, 2023 and 2022, there were 2,443,750 shares of Class B Common Stock issued and outstanding.

 In connection with BCA, on October 24, 2023, the
Sponsor, the Company and WODI-PWT entered into a letter agreement (the "Sponsor Letter Agreement") pursuant to which the Sponsor
agreed to (a) vote in favor of the Business Combination Agreement and the Business Combination, (b) waive any adjustment to the conversion
ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B
Common Stock, such that the Class B Common Stock will convert into Class A Common Stock at the Closing on a one-to-one basis, and (c)
subject certain of the Class B Common Stock currently held by the Sponsor to forfeiture.

 Warrants — On November 5,
2021, the Company issued 4,887,500 warrants in connection with the IPO. Each whole warrant entitles the registered holder to purchase
one whole share of the Company's Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of the initial
Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares
of Class A Common Stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after
the completion of the Company's initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption
or liquidation.

 F- 21

 As of December 31, 2023 and 2022, 4,887,500 warrants
were outstanding.

 The Company has agreed that as soon as practicable,
but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its commercially
reasonable efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a
registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of
the warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A
Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding
the above, if the Company's Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities
Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a "cashless basis"
in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain
in effect a registration statement, but it will be required to use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.

 Once the warrants become exercisable, the Company
may call the warrants for redemption:

 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 to each warrant holder; and

 if, and only if, the reported last sale price of the common stock equals or exceeds $16.50 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 ending on third business day before the Company send the notice of redemption to the warrant holders.

 The Company accounted for the 4,887,500 warrants
issued with the IPO as equity instruments in accordance with ASC 480, "Distinguishing Liabilities from Equity" and ASC 815-40,
"Derivatives and Hedging: Contracts in Entity's Own Equity." The Company accounted for the warrant as an expense of
the IPO resulting in a charge directly to stockholders' equity. The Company estimates that the fair value of the warrants of the
date of grant date is approximately $ 4.4 million, or $0.906 per Unit, using the Monte Carlo Model. The fair value of the warrants is estimated
as of the date of grant date using the following assumptions: (1) expected volatility of 16.2%, (2) risk-free interest rate of 1.16%,
(3) expected life of 5.91 years, (4) exercise price of $11.50 and (5) stock price of $9.548.

 Note 10 — Income Taxes

 The Company's taxable income primarily consists
of interest earned on investments held in the Trust Account.

 The income tax provision consists of the following:

 Schedule of income tax provision

 Current

 Federal

 $
 516,672

 $
 167,624

 State

 63,302

 103,722

 Deferred

 Federal

 ( 354,847
)

 ( 124,849
)

 State

 ( 14,353
)

 ( 31,561
)

 Valuation allowance

 285,476

 240,134

 Income tax provision

 $
 496,250

 $
 355,070

 F- 22

 A reconciliation of the statutory federal income
tax rate to the Company's effective tax rate is as follows:

 Schedule of reconciliation of statutory federal income
tax rate

 U.S. statutory rate

 21.0 %

 21.0 %

 State statutory rate effected

 13.0 %

 9.1 %

 Transaction costs

 70.0 %

 – %

 Prior year permanent differences true-up

 ( 6.1 %
)

 – %

 Penalty and interest

 16.1 %

 – %

 Change in valuation allowance

 229.3 %

 85.3 %

 Effective tax rate

 343.3 %

 $
 115.4 %

 The Company's net deferred tax assets (liabilities)
were as follows as of:

 Schedule of deferred tax assets (liabilities)

 Deferred tax assets:

 Start-up/organization costs

 $
 553,365

 $
 267,889

 Deferred tax liabilities:

 Accrued dividend income

 –

 ( 83,724
)

 Total deferred tax assets

 553,365

 184,165

 Valuation allowance

 ( 553,365
)

 ( 267,889
)

 Deferred tax liability, net

 $
 –

 $
 ( 83,724
)

 In assessing the realization of deferred tax
assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred
tax assets, 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.

 Note 11 — Subsequent Events

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

 Promissory Notes — Related Parties
(Working Capital Loans)

 On January 5, 2024, $100,000 (the "Eleventh
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which
enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from January 5, 2024
to February 5, 2024. The Eleventh Extension was the third of the twelve one-month extensions permitted under the Company's governing
documents, as amended in October 2023. In connection with the Eleventh Extension Payment, the Company issued an unsecured promissory note
(the "Eleventh Extension Note") to WODI.

 On February 5, 2024, $100,000 (the "Twelfth
Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.032 per public share, which
enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from February 5, 2024
to March 5, 2024. The Twelfth Extension was the fourth of the twelve one-month extensions permitted under the Company's governing
documents, as amended in October 2023. In connection with the Twelfth Extension Payment, the Company issued an unsecured promissory note
(the "Twelfth Extension Note") to WODI.

 F- 23

 On March 5, 2024, $100,000 (the
"Thirteenth Extension Payment") was deposited into the Trust Account, for the public stockholders, representing $0.032
per public share, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by
one month from March 5, 2024 to April 5, 2024. The Thirteenth Extension was the fifth of the twelve one-month extensions permitted
under the Company's governing documents, as amended in October 2023. In connection with the Thirteenth Extension Payment, the
Company issued an unsecured promissory note (the "Thirteenth Extension Note") to WODI.

 The Company also issued the following unsecured
promissory notes ("Notes 6") to WODI for working capital purpose:

 Unsecured promissory note dated January 9, 2024 in the principal amount of $30,000 to WODI;

 Unsecured promissory note dated February 9, 2024 in the principal amount of $28,000 to WODI;

 Unsecured promissory note dated February 20, 2024 in the principal amount of $27,000 to WODI;

 Unsecured promissory note dated February 29, 2024 in the principal amount of $50,000 to WODI; and

 Unsecured promissory note dated March 21, 2024 in the principal amount of $5,000 to WODI.

 The Eleventh Extension Note, the Twelfth Extension
Note, the Thirteenth Extension Note, and the Notes 6 are non-interest bearing and payable (subject to the waiver against trust provisions)
on the earlier of (i) consummation of the Company's initial Business Combination and (ii) the date of the liquidation of the Company.
The principal balance may be prepaid at any time, at the election of the Company. The holders of the Notes have the right, but not the
obligation, to convert their Notes, in whole or in part, respectively, into private shares of the Class A Common Stock (the "Conversion
Shares") of the Company, as described in the IPO prospectus of the Company (File Number 333-256511). The number of Conversion Shares
to be received by the holders in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding
principal amount payable to such holders by (y) $10.00.

 F- 24