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 MCAG:RightsIncludedAsPartOfUnitsMember

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 2021-12-31

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 2024-06-05

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 2024-05-15

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 MCAG:RedeemableSharesMember

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 2023-03-31

 2023-04-01

 2023-04-01

 2023-04-01

 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: 001-40418

 (Exact name of registrant as specified in its charter)

 Delaware

 86-2435859

 (State or other jurisdiction of
incorporation or organization)

 (I.R.S. Employer
Identification No.)

 311 West 43rd Street, 12th Floor New York, NY

 10036

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: (646) 493-6558

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

 Title of Each Class

 Trading Symbol

 Name of Each Exchange on Which Registered

 Units, each consisting of one share of common stock and one right to acquire 1/10
 of one share of Common Stock

 MCAGU

 The Nasdaq Stock Market LLC

 Rights included as part of the units

 MCAGR

 The Nasdaq Stock Market LLC

 Common stock, par value $0.0001 per share

 MCAG

 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 Exchange Act. Yes No

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

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

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
 Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be
 contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference
 in Part III of this Form 10-K or any amendment to this Form 10-K.

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

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

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

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

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

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

 As of June 30, 2023, the last day of the
registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held
by non-affiliates of the registrant was approximately $ 25,153,005, computed by reference to the closing price for the common stock on
June 30, 2023, as reported on The Nasdaq Capital Market.

 The number of shares outstanding of the Registrant's
shares of common stock as of August 23, 2024 was 3,094,263,
$0.0001 par value per share, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Annual Report on Form 10-K for the Fiscal 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

 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,
 as a result of which they would then receive expense reimbursements;

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

 pool of prospective target businesses;

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

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

 the potential liquidity and trading of our securities;

 the lack of a market for our securities;

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

 financial performance following our initial public offering.

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

 ii

 ITEM 1.

 BUSINESS

 In this Annual Report on Form 10-K (the "Form 10-K"), references to the "Company,"
 "Mountain Crest" and to "we," "us," and "our" refer to MOUNTAIN CREST ACQUISITION
 CORP. V

 Introduction

 We are a blank check company formed under the laws of the State of Delaware on April 8, 2021. We were formed for the purpose of effecting a merger, share exchange, asset
 acquisition, share purchase, reorganization or similar business combination with one
 or more businesses, which we refer to throughout this annual report as our initial
 business combination. Although there is no restriction or limitation on what industry
 or geographic region our target operates in, it is our intention to pursue prospective
 targets that are in North America and Asia Pacific regions (excluding China). We shall
 not undertake our initial business combination with a target business with its principal
 business operations in China (including Hong Kong and Macau). As of the date of this
 annual report, all of our directors and officers serve in management positions for
 Mountain Crest Acquisition Corp. IV (Nasdaq: MCAF), which is a special purpose acquisition
 company incorporated in Delaware.

 Recent Developments

 On October 19, 2022, the Company entered into a Business Combination Agreement (as it may be amended,
 supplemented or otherwise modified from time to time, the "Business Combination Agreement")
 with AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in
 Singapore, with company registration 201810204D ("AUM").

 The Business Combination Agreement was subsequently amended on February 10, 2023, March 30, 2023 and April 19, 2023. On January 27, 2023, AUM Biosciences Limited, a Cayman Islands exempted company ("Holdco"), AUM
 Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated
 in Singapore, with company registration number 202238778Z and a direct, wholly-owned
 subsidiary of Holdco, and AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation
 and a direct, wholly-owned subsidiary of Holdco, executed a joinder agreement with
 the Company and AUM and joined the Business Combination Agreement as parties. The
 Business Combination Agreement would have provided, subject to its terms and conditions,
 for the initial business combination of the Company (the "Business Combination").
 On May 22, 2023, the Company filed a definitive proxy statement on Schedule 14A, as amended on May 24, 2023 to solicit its stockholders' voting on the Business Combination Agreement, among other proposals, at a special
 meeting of stockholders scheduled to be held on June 23, 2023 at 10:00 a.m., Eastern Time, or any postponement or adjournment. The proxy
 statement also provides that the Company's stockholders may request to redeem his/her shares by submitting the request in writing
 to the Company's transfer agent by June 21, 2023. On June 8, 2023, the Company received a termination notice from AUM. The Notice terminated
 the Business Combination Agreement as of June 8, 2023.

 Based on the termination of the Business Combination Agreement, on June 16, 2023, the Company's board of directors adopted a resolution to cancel the special meeting. Accordingly,
 the special meeting was not held on June 23, 2023, and the Company's transfer agent did not process any share redemption requests that may have been
 submitted by stockholders of the Company.

 On March 31, 2023, the Company and UHY Advisors/UHY LLP, the Company's independent registered public accounting firm, entered into an unsecured promissory
 note for services rendered and unpaid in the principal sum of One Hundred Eight Thousand
 One Dollars and Ninety Cents ($108,001.90), plus interest applied monthly on any un-paid
 balance at the rate of eight (8%) percent per year until such sum is fully paid. On
 August 21, 2023, the Company and UHY Advisors/UHY LLP extended the due date of promissory
 note to October 31, 2023. If $102,877 is paid in full on this promissory note no later than October 31, 2023, all accrued finance charges on this promissory note will be forgiven. The
 promissory note is payable by the Company in advance without penalty.

 On April 3, 2023, the Company received a notice from the Nasdaq Stock Market LLC ("Nasdaq")
 stating that the Company's listed securities failed to satisfy the $50,000,000 market value of listed securities
 ("MVLS") requirement for continued listing on The Nasdaq Global Market in accordance
 with Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Requirement") based upon the Company's MVLS for the 30 consecutive business days prior to the date of the notice. In accordance
 with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until
 October 2, 2023, in which to regain compliance with the MVLS Requirement.

 On April 7, 2023, the Company submitted its application to transfer the listing of its securities
 from The Nasdaq Global Market to The Nasdaq Capital Market.

 On May 12, 2023, the Company held a special meeting of stockholders, at which the Company's stockholders approved an amendment (the "Extension Amendment") to the Company's Charter, giving the Company the right to extend the period of time for the Company to complete a Business Combination (the "Combination Period") from May 16, 2023 to February 16, 2024. In connection with the Extension Amendment, stockholders holding 1,405,134
 shares of redeemable common stock exercised their right to redeem such shares for
 a pro rata portion of the funds in the Trust Account. On May 12, 2023, the Company filed the Extension Amendment with the Delaware Secretary of
 State, by which the Company extended the Combination Period from May 16, 2023 to February 16, 2024.

 On May 18, 2023, the Company received a second notice (the "May 18, 2023 Notice") from Nasdaq, stating that the Company no longer satisfies the requirement
 to maintain a minimum of 1,100,000 publicly held shares (the "PHS Requirement") for
 continued listing on The Nasdaq Global Market, according to the number of publicly
 held shares reported on its Form 8-K for May 12, 2023. The Company has been provided 45 calendar days, or until July 3, 2023, to submit a plan to Nasdaq to regain compliance with the PHS Requirement.
 If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days
 from the date of the Notice, or until November 14, 2023, to evidence compliance with the PHS Requirement. If the plan is not accepted,
 the Company will have the right to appeal, and the Company's securities would remain listed on The Nasdaq Global Market until completion of the
 appeal process.

 On June 27, 2023, the Company received a third notice from Nasdaq stating that the Company's listed securities failed to maintain a minimum Market Value of Publicly Held Shares
 ("MVPHS") of $15,000,000 which is a requirement for continued listing on The Nasdaq
 Global Market in accordance with Nasdaq Listing Rule 5450(b)(3)(C) (the "MVPHS Requirement") based upon the Company's MVPHS for the 30 consecutive business days prior to the date of the notice. In accordance
 with Nasdaq Listing 5810(c)(3)(D), the Company has been provided a period of 180 calendar
 days, or until December 26, 2023, in which to regain compliance with the MVPHS Requirement.

 On June 30, 2023, in response to Nasdaq's May 18, 2023 Notice, the Company submitted a plan to Nasdaq to regain compliance with the
 PHS Requirement.

 On July 18, 2023, the Company received a determination letter from Nasdaq advising it that
 the Nasdaq Staff has accepted the Company's plan to regain compliance with the PHS Requirement provided that, on or before November 14, 2023, the Company must file with the SEC and Nasdaq a public document containing
 its current total shares outstanding and a beneficial ownership table in accordance
 with the SEC Proxy Rules. If the Company fails to file such public document by November 14, 2023, the Company may receive a notice that its securities will be delisted. In
 that case, the Company will have the opportunity to appeal that decision to a Listing
 Qualifications Panel.

 On August 21, 2023, the Company held a general stockholders' meeting at which the shareholders approved the following proposals:

 (1)
 A proposal to amend the Company's Charter, as follows:
(a) to modify the terms and extend the Combination Period to November 16, 2024, provided that the Company deposits into the Trust
Account an amount equal to $0.10 per outstanding Public Share for each three-month extension commencing on November 17, 2023 by
revising paragraph E of Article Sixth of the Charter; (b) to eliminate the requirement to maintain $5,000,001 of net tangible book value
prior to or upon consummation of a Business Combination by eliminating such requirement set forth in paragraph D of Article Sixth of
the Charter; and (c) to permit prior to a Business Combination the issuance of common stock or securities convertible into common stock
or the issuance of securities which vote as a class with the common stock on a business combination by eliminating the restrictions on
such issuances set forth in paragraph G of Article Sixth of the Charter;

 (2)
 A proposal to remove the restriction proscribing the Company
from consummating an initial business combination with a target business with its principal business operations in China (including Hong
Kong and Macau);

 (3)
 A proposal to elect two (2) directors to serve until the 2026
annual meeting and until their respective successors have been duly elected and qualified or until his or her earlier resignation, removal
or death; and

 (4)
 A proposal to ratify the appointment of UHY LLP, as our independent
registered public accounting firm for the year ending December 31, 2023.

 On August 21, 2023, the Company filed the No. 3 amendment to the Charter in connection with the
 annual meeting.

 On September 13, 2023, the Company entered into four separate vendor
liability conversion agreements (the "Vendor Liability Conversion Agreements") with four of the Company's vendors. Pursuant
to the Vendor Liability Conversion Agreements, an aggregate of $1,800,000 of the service fees due to the vendors have been converted into
an aggregate of 450,000 shares Company's Common Stock based upon a conversion price of $4.00 per share. Accordingly, the Company
satisfied aggregate vendor liabilities of $1,800,000 in exchange for the issuance of 450,000 shares of Common Stock.

 On February 15, 2023, the Company issued a non-interest bearing, unsecured
promissory note in the aggregate principal amount of $300,000 (the "Note") to the Sponsor. Pursuant to the Note, the Sponsor
loaned the Company an aggregate amount of $300,000 that is due and payable upon the Company's consummation of an initial Business
Combination with a target business. The Note would either be paid upon consummation of the Company's initial Business Combination,
or, at the Sponsor's discretion, converted into private units at a price of $10.00 per unit. On September 13, 2023, as approved
by the Company's audit committee, the Company entered into the Note Conversion Agreement with the Sponsor, to convert the Note into
75,000 shares of the Company's Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance of 75,000
shares of Common Stock. The Company determined the $4.00 per share approximates the fair value of the Common Stock as the shares being
issued are restricted as such no gain or loss was recognized on settlement of the liability.

 Pursuant to the Vendor Liability Conversion Agreements
and the Note Conversion Agreement, the vendors and the Sponsor have (i) one demand registration of the sale of such shares at the Company's
expense, and (ii) unlimited "piggyback" registration rights, both for a period of five (5) years after the closing of the
Company's initial Business Combination at the Company's expense.

 On October 23, 2023, the Company received
 an approval from the Nasdaq Listing Qualifications Department of the Nasdaq that the Company's
 application to transfer the listing of its Common Stock, units and rights from The Nasdaq Global Market to The Nasdaq Capital Market has been approved. The Common Stock, units and rights were transferred to The Nasdaq
 Capital Market at the opening of business on October 27, 2023. Common stock, units and rights continue to trade under the
 symbols "MCAG," "MCAGU" and "MCAGR," respectively and trading of its Common Stock, units and
 rights were unaffected by this transfer. The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global
 Market, and listed companies must meet certain financial requirements and comply with Nasdaq's corporate governance
 requirements.

 On October 30, 2023, the Company issued an unsecured promissory note in the aggregate principal
 amount up to $400,000 to the Company's Sponsor. Pursuant to the note, the Sponsor agreed to loan to the Company an aggregate
 amount up to $400,000 that may be drawn down by the Company from time to time by written
 notice to the Sponsor. The aggregate amount advanced under the note is due payable
 by the Company on the earlier of: (i) the date on which Company consummates an initial
 Business Combination with a target business, or (ii) the date the Company liquidates
 if a Business Combination is not consummated. The note does not bear interest. In
 the event that the Company does not consummate a Business Combination, the note will
 be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the note will be used by the Company for
 working capital purposes.

 On November 9, 2023, the Company received
a notice from Nasdaq stating that the staff determined that the Company met all the continued listing standards to phase down, including
the $35,000,000 MVLS standard for The Nasdaq Capital Market. Accordingly, the Company has regained compliance with the Rule and this
matter is now closed.

 On April 3, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount up to $300,000 (the "2024 Note") to the Sponsor. Pursuant to the Note, the
Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written
notice to the Sponsor. The aggregate amount advanced under the Note is due payable by the Company on the earlier of: (i) the date on which
Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination
is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note
will be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the Note will be used

 On April 19, 2024, as approved by the Company's
audit committee, the Company entered into a note conversion agreement (the "Note Conversion Agreement") with the Sponsor,
to convert the Principal Amount due under the Notes into 150,000 shares of the Company's common stock, par value $0.0001 per share
(the "Common Stock"). Accordingly, the Company satisfied the Notes in exchange for the issuance of 150,000 shares of Common
Stock. Pursuant to the Note Conversion Agreement, the Sponsor has (i) one demand registration of the sale of such shares at the Company's
expense, and (ii) unlimited "piggyback" registration rights, both for a period of five (5) years after the closing of the
Company's initial business combination at the Company's expense.

 On April 30, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount up to $300,000 (the "Note") to the Sponsor. Pursuant to the Note, the Sponsor
agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice
to the Sponsor. The aggregate amount advanced under the Note is due payable by the Company on the earlier of: (i) the date on which Company
consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination
is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note
will be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the Note will be used

 On May 2, 2024, the Company issued a press release
announcing that it had entered into a non-binding term sheet, dated April 26, 2024, with CUBEBIO Co., Ltd., a Korea-based company ("CUBEBIO"),
for a proposed business combination through which CUBEBIO plans to become a public company with its securities listed on The Nasdaq Stock
Market ("Nasdaq").

 On November 15, 2023, February 15, 2024
and May 15, 2024 the Company deposited $51,932 to the Trust Account on each date, extending the Combination Period from November
16, 2023 to August 16, 2024.

 On December 13, 2023, the Company received a notice from Nasdaq stating
that the Company's listed securities failed to comply with the $35,000,000 MVLS requirement for continued listing on The Nasdaq
Capital Market in accordance with Nasdaq Listing Rule 5550(b)(2) based upon the Company's MVLS for the 30 consecutive business
days prior to the date of the notice. The notice has no immediate effect on the listing of the Company's securities on Nasdaq and
in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a period of 180 calendar days, or until June 10,
2024, in which to regain compliance. In order to regain compliance, the MVLS of the Company must close at $35,000,000 or more for a minimum
of ten consecutive business days during this 180-day period.

 Our Competitive Advantages

 Dr. Suying Liu, our Chairman, Chief Executive Officer and Chief Financial Officer
 has accumulated broad industry expertise and transaction experience from investing
 in and operating diverse businesses.

 In November 2019, Dr. Suying Liu co-founded Mountain Crest Acquisition Corp ("MCAC"), a special
 purpose acquisition company incorporated for the purposes of effecting a business
 combination. Dr. Liu served as the Chairman and Chief Executive Officer of MCAC. MCAC
 completed its initial public offering in June 2020, in which it sold 5,749,800 units, each consisting of one share of MCAC common
 stock and one right to receive one-tenth (1/10) of a share of common stock upon the
 consummation of an initial business combination, for an offering price of $10.00 per
 unit, generating aggregate proceeds of $57,498,000. On October 1, 2020, MCAC announced that it had entered into a definitive agreement with Playboy
 Enterprises, Inc. ("Playboy"), owner of one of the largest and most recognizable lifestyle
 brands in the world. On February 9, 2021, MCAC announced that in a special meeting of stockholders held on the same
 day, its stockholders voted to approve its proposed business combination with Playboy.
 The business combination was closed on February 10, 2021. As part of the consummation of the business combination, MCAC changed its
 name to "PLBY Group, Inc." The combined company began trading on February 11, 2021, on Nasdaq Global Market under the new ticker symbol "PLBY".

 In July 2020, Dr. Suying Liu co-founded Mountain Crest Acquisition Corp. II ("MCAD"), a special
 purpose acquisition company incorporated for the purposes of effecting a business
 combination. Dr. Liu served as the Chairman and Chief Executive Officer of MCAD. MCAD
 completed its initial public offering in January 2021, in which it sold 5,750,000 units, each consisting of one share of MCAD common
 stock and one right to receive one-tenth (1/10) of a share of common stock upon the
 consummation of an initial business combination, for an offering price of $10.00 per
 unit, generating aggregate proceeds of $57,500,000. On April 7, 2021, MCAD announced that it had entered into a definitive agreement with Better
 Therapeutics, Inc. ("Better"), an innovative platform for the development of prescription
 digital therapeutics for the treatment of diabetes, heart disease, and other cardiometabolic
 conditions. On October 27, 2021, MCAD announced that in a special meeting of stockholders held on the same
 day, its stockholders voted to approve its proposed business combination with Better.
 The business combination was closed on October 28, 2021. As part of the consummation of the business combination, MCAD changed its
 name to "Better Therapeutics, Inc." The combined company began trading on October 29, 2021, on Nasdaq Capital Market under the new ticker symbol "BTTX".

 In March 2021, Dr. Suying Liu founded Mountain Crest Acquisition Corp. III ("MCAE"), a special
 purpose acquisition company incorporated for the purposes of effecting a business
 combination. Dr. Liu serves as the Chairman, the Chief Executive Officer, and the
 Chief Financial Officer of MCAE. MCAE completed its initial public offering in June 2021, in which it sold 5,417,193 units, each consisting of one share of MCAE common
 stock and one right to receive one-tenth (1/10) of a share of common stock upon the
 consummation of an initial business combination, for an offering price of $10.00 per
 unit, generating aggregate proceeds of $54,171,930. On February 17, 2023, MCAE announced that in a special meeting of stockholders held on February 7, 2023, its stockholders voted to approve its proposed business combination with ETAO
 International Group ("ETAO"). The business combination was closed on February 17, 2021. As part of the consummation of the business combination, MCAE merged with
 and into ETAO International Co., Ltd., a Cayman Islands exempted company ("PubCo"),
 a wholly owned subsidiary of the MCAE, with PubCo being the surviving corporation
 in such merger (the "Redomestication Merger") and (2) ETAO merged with and into Merger Sub, a wholly owned subsidiary of PubCo,
 with ETAO as the surviving corporation in such merger (the "Acquisition Merger"). After giving effect to both the Redomestication Merger and the Acquisition Merger,
 ETAO became a wholly owned subsidiary of PubCo. The combined company began trading
 on February 21, 2023, on Nasdaq Capital Market under the new ticker symbol "ETAO".

 Further, in March 2021, Dr. Suying Liu founded Mountain Crest Acquisition Corp. IV ("MCAF"), a special
 purpose acquisition company incorporated for the purposes of effecting a business
 combination. Dr. Liu serves as the Chairman, the Chief Executive Officer, and the
 Chief Financial Officer of MCAF. MCAF completed its initial public offering in July 2021, in which MCAF sold 5,750,000 units, each consisting of one share of MCAF common
 stock and one right to receive one-tenth (1/10) of a share of common stock upon the
 consummation of an initial business combination, for an offering price of $10.00 per
 unit, generating aggregate proceeds of $57,500,000. On April 30, 2022, MCAF entered into that certain Agreement and Plan of Merger (as may be amended,
 supplemented or otherwise modified from time to time, the "Merger Agreement"), by
 and among MCAF, CH AUTO Inc., a Cayman Islands exempted company ("Pubco"), Ch-Auto
 Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pubco ("Merger
 Sub") and CH-Auto Technology Corporation Ltd., a company organized under the laws
 of the People's Republic of China (the "CH Auto"), pursuant to which, among other things, the Company,
 Pubco, Merger Sub and CH Auto intend to effect a merger of Merger Sub with and into
 the Company whereby the Company will be the surviving corporation and a wholly owned
 subsidiary of Pubco in accordance with the Merger Agreement and the General Corporation
 Law of the State of Delaware. In connection with the aforementioned merger, the name
 of the surviving entity shall be changed to CH Autotech USA, Inc. Following the merger,
 Pubco expects its ordinary shares to be traded on the Nasdaq Stock Market. On March 28, 2024, MCAF, Pubco, Merger sub and CH Auto closed their Business Combination pursuant to the Merger Agreement.

 Our Board of Directors and Management

 Our board of directors and management consist of experienced deal makers, operators,
 and investors.

 Dr. Suying Liu has been our Chairman, Chief Executive Officer and Chief Financial
 Officer since April 2021. Dr. Liu has been a director of Better Therapeutics Inc. (Nasdaq: BTTX) since
 it closed its business combination with Mountain Crest Acquisition Corp. II (Nasdaq:
 MCAD) in October 2021. He was the Chairman and Chief Executive Officer of Mountain Crest Acquisition
 Corp. II from July 2020 until it closed its business combination with Better Therapeutics Inc. He has
 also been a director of Etao International Co., Ltd. (Nasdaq: ETAO) since it closed
 its business combination with Mountain Crest Acquisition Corp. III (Nasdaq: MCAE)
 on February 17, 2023. He was the Chairman and Chief Executive Officer of Mountain Crest Acquisition
 Corp. III from March 2021 until it closed its business combination with Etao International Co., Ltd. He
 has been serving as the Chairman, Chief Executive Officer, and Chief Financial Officer
 of Mountain Crest Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. Dr. Liu was a director of PLBY Group, Inc. (Nasdaq: PLBY) from the closing of
 its business combination with Mountain Crest Acquisition Corp (Nasdaq: MCAC) in February 2021 until August 2021. He was the Chairman and Chief Executive Officer of Mountain Crest Acquisition
 Corp from November 2019 until it closed its business combination with PLBY Group, Inc. He served as the
 Head of Corporate Strategy of Hudson Capital Inc. (Nasdaq: HUSN) between May 2020 and September 2020, where he led the company's strategic development for both general operations and specific growth areas. Between
 November 2018 and April 2020, Dr. Liu served as the Chief Strategist of Mansion Capital LLC, a privately-held
 real estate investment firm with brokerage and property management operations serving
 clients from both North America and Asia for their investments in the U.S. real estate
 market. Prior to joining Mansion Capital, Dr. Liu was an investment strategist at
 J.P. Morgan Chase & Co. from July 2015 to October 2018, providing investment strategies to major Wall Street institutions spanning private
 equity, hedge funds and insurance companies, with a primary focus in commercial mortgages.
 Dr. Liu began his career in academia, teaching a variety of degree programs from bachelor's to executive education at Washington University Olin Business School between January 2013 and May 2015 while completing his doctoral studies, for which he received a PhD in finance
 in May 2015. Dr. Liu obtained a master's in finance in December 2012 and his BA in economics and mathematics summa cum laude in May 2010 from Washington University in St. Louis.

 Mr. Nelson Haight has been a member of our board of directors since April 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp (Nasdaq: MCAC) from January 2020 to February 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp. II (Nasdaq: MCAD) from October 2020 to October 2021. And he served as a member of the board of directors of Mountain Crest Acquisition
 Corp. III (Nasdaq: MCAE) from March 2021 to February 2023. He has also been serving as a member of the board of directors of Mountain Crest
 Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. A veteran in the oil and gas industry with over 30 years of professional experience,
 Mr. Haight currently serves as Senior Vice President, Chief Financial Officer and Treasurer
 for Key Energy Services, Inc., which he joined in June 2020. From September 2019 to June 2020, Mr. Haight was the interim Chief Financial Officer for Element Markets, LLC, an environmental
 commodities firm. From November 2018 to June 2019, Mr. Haight was the interim Chief Financial Officer for Epic Companies, LLC, a family office
 backed oilfield service company. Epic Companies filed for bankruptcy in August 2019. Between July 2017 and September 2018, Mr. Haight was the Chief Financial Officer of Castleton Resources, LLC, a privately held
 exploration and production company. From December 2011 to July 2017, Mr. Haight served in various capacities from Vice President to Chief Financial Officer
 at Midstates Petroleum Company, Inc., an exploration and production company founded
 in 1993 and focused on the application of modern drilling and completion techniques
 to oil/liquids-prone resources in previously discovered yet underdeveloped hydrocarbon
 trends. In 2015, Mr. Haight led the team that raised $625 million in new capital for Midstates Petroleum.
 Midstates Petroleum filed for Chapter 11 bankruptcy in April 2016, and Mr. Haight was instrumental in its successful reorganization and emergence from bankruptcy
 in October 2016. Mr. Haight received an MPA and BBA from the University of Texas at Austin in May 1988 and is a Certified Public Accountant and member of the American Institute of Certified
 Public Accountants.

 Dr. Todd Milbourn has been a member of our board of directors since April 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp (Nasdaq: MCAC) from January 2020 to February 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp. II (Nasdaq: MCAD) from October 2020 to October 2021. And he served as a member of the board of directors of Mountain Crest Acquisition
 Corp. III (Nasdaq: MCAE) from March 2021 to February 2023. He has also been serving as a member of the board of directors of Mountain Crest
 Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. Dr. Milbourn is the Vice Dean and Hubert C. and Dorothy R. Moog Professor of
 Finance at Washington University Olin Business School, where he has researched and
 built academic programs in the areas of corporate finance, executive compensation
 and credit ratings since June 2000. With expertise on valuation, corporate finance, corporate governance, executive
 compensation and corporate risk-taking, Dr. Milbourn has been retained as an expert
 by private firms as well as the U.S. Department of Justice in cases related to fair
 rates of return, breach of contract damages and executive compensation programs, among
 others. Dr. Milbourn is also the Director and Chair of the Audit Committee of the
 Xanthus Fund at Oppenheimer, an asset management company with over 1,000 financial
 advisors and more than $90 billion assets under administration. Dr. Milbourn obtained
 his PhD in finance from Indiana University Kelly School of Business in December 1995 and BA in economics and mathematics from Augustana College in May 1991.

 Mr. Wenhua Zhang has been a member of our board of directors since April 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp (Nasdaq: MCAC) from January 2020 to February 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp. II (Nasdaq: MCAD) from October 2020 to October 2021. And he served as a member of the board of directors of Mountain Crest Acquisition
 Corp. III (Nasdaq: MCAE) from March 2021 to February 2023. He has also been serving as a member of the board of directors of Mountain Crest
 Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. Mr. Zhang has been a Partner at Azia Capital Fund LP, a private investment firm, since
 October 2014. Mr. Zhang began his career in the financial industry as the Vice President of Equity Research
 in the technology, media and telecom sector with T. Rowe Price from August 2001 to May 2008, and later joined Bain Capital as Director of the Brookside Fund, a long short
 equity investments fund, between July 2008 and December 2010. From February 2011 to August 2012, Mr. Zhang was Senior Vice President and Portfolio Manager at Harvard Management Company,
 a wholly owned subsidiary of Harvard University charged with managing the university's endowment assets, and then as Partner and Portfolio Manager at Newport Asia LLC
 between October 2012 and October 2014, investing in Asia's high-growth companies on behalf of clients from institutions, endowments, and family
 offices. Mr. Zhang received an MBA with dual majors in finance and technology innovation from the
 Wharton School at the University of Pennsylvania in May 2001.

 Acquisition Strategy

 Our goal is to identify and acquire a business with untapped opportunity for building
 a public company. We believe that our management's and directors' experiences, from evaluating assets through investing and company building, will
 enable us to source and execute a business combination with high-quality targets.
 Our selection process will leverage the relationships of our board with leading venture
 capitalists, private equity and hedge fund managers, respected peers, and our network
 of investment banking executives, attorneys, and accountants. Together with this network
 of trusted partners, we intend to capitalize the target business and create purposeful
 strategic initiatives in order to achieve attractive growth and performance after
 our initial business combination.

 In particular, we intend to focus our search for an initial business combination on
 private companies in North America and Asia Pacific regions (excluding China) that
 have positive operating cash flow or compelling economics and clear paths to positive
 operating cash flow, significant assets, and successful management teams that are
 seeking access to the U.S. public capital markets. We shall not undertake our initial
 business combination with a target business with its principal business operations
 in China (including Hong Kong and Macau). Our selection process is expected to leverage
 our board's deep and broad network of relationships, industry expertise and deal sourcing capabilities
 to provide us with a strong pipeline of potential targets. We expect to distinguish
 ourselves with our ability to:

 Leverage our Extensive Network of Relationships to Create a Unique Pipeline of Acquisition
 Opportunities. We believe the combination of our sponsor's experience in structuring complex transactions and our ability to access the network
 of relationships of our board with family offices, corporate executives, founders,
 family-owned businesses and private equity firms, will enable us to identify and evaluate
 suitable target businesses in the areas that we deem appropriate.

 Employ Rigor to the Process of Identifying Target Companies and Acquiring a Business
 that Will be Well-Received by the Public Markets. We believe our board's strong transaction track record, together with their experience in investing in
 both the private and public markets, will provide a distinct advantage for identifying,
 valuing and completing a business combination that will meet our investors' expectations.

 Capitalize on Our Strategic Position Bridging High-Quality North American Production
 and Extensive Asian Consumer Demand. We believe the access that our board has to North American private companies producing
 quality products but lacking distribution, especially to Asian consumers, presents
 an enormous opportunity when we bring such market channels to these potential business
 combination targets. Our sponsor's relationships with Asian consumer markets will allow us to create further synergies
 with target companies in addition to expanded capital and production capacities.

 Investment Criteria

 We intend to focus on companies that possess under-researched and underappreciated
 asset(s) poised for significant growth once capitalized.

 Consistent with our strategy, we have identified the following criteria to evaluate
 prospective target businesses. Although we may decide to enter into our initial business
 combination with a target business that does not meet the criteria described below,
 it is our intention to acquire companies that we believe:

 have a scientific or other competitive advantage in the markets;

 We intend to seek target companies that have significant competitive advantages and
 underexploited expansion opportunities that can benefit from access to additional
 capital as well as our industry relationships and expertise.

 are ready to be public, with strong management, corporate governance and reporting
 policies in place;

 We will seek to identify companies with strong and experienced public-ready management
 teams. Specifically, we will look for management teams that have a proven track record
 of value creation for their stockholders. We will seek to partner with a potential
 target's management team and expect that the operating and investment abilities of our executive
 team and board will complement their own capabilities.

 will likely be well received by public investors and are expected to have good access
 to the public capital markets;

 We believe that there are a substantial number of potential target businesses with
 appropriate valuations that can benefit from a public listing and new capital for
 growth to support significant revenue and earnings growth.

 are private equity fund portfolio companies or entities held by non-traditional investors
 in North America, especially in the U.S.;

 According to Pitchbook Data, Inc., U.S. private equity funds raised more than $1.8
 trillion from 2006 through 2016 in over 2,700 different funds. As they seek liquidity,
 particularly in older-vintage portfolios, we believe that there will be a considerable
 number of portfolio companies available for sale from these private equity firms in
 the coming years that would benefit from public listings. Additionally, non-traditional
 control investors such as financial institutions, banks, non-bank lenders, or hedge
 funds, who do not typically hold and manage private operating assets, may be anxious
 to divest their non-core holdings. In the event that those types of investors are
 liquidating or experiencing other pressures, they may need to divest certain holdings.

 have significant embedded and/or underexploited growth opportunities that our team
 is uniquely positioned to identify and monetize;

 We intend to seek target companies that have significant and underexploited expansion
 opportunities. This can be accomplished through a combination of accelerating organic
 growth and finding attractive add-on acquisition targets. Our management team has
 significant experience in identifying such targets and in helping target management
 assess the strategic and financial fit. Similarly, our management has the expertise
 to assess the likely synergies and a process to help a target integrate acquisitions.

 exhibit unrecognized value or other characteristics that we believe have been misevaluated
 by the market;

 We will seek target companies which exhibit value or other characteristics that we
 believe have been overlooked or misevaluated by the marketplace based on our company-specific
 analyses and due diligence. For a potential target company, this process will include,
 among other things, a review and analysis of the company's capital structure, quality of current or future earnings, corporate governance,
 customers, material contracts, and the industry and trends. We intend to leverage
 the operational experience and disciplined investment approach of our team to identify
 opportunities to unlock value that our experience in complex situations allows us
 to pursue.

 will offer attractive risk-adjusted equity returns for our stockholders.

 We intend to seek to acquire a target on terms and in a manner that leverage our capital
 markets and transaction management experience. We expect to evaluate a company based
 on its potential to successfully commercialize its product(s), both new and under
 development. We also expect to evaluate financial returns based on opportunities for
 follow-on acquisitions and other value-creation initiatives. Potential upside, for
 example, from the growth in the target business's earnings or an improved capital structure will be weighed against any identified
 downside risks.

 Effecting Our Initial Business Combination

 We will have time until November 16, 2024 to consummate our initial business combination, provided that the Company deposits into the Trust Account an amount equal to $0.10 per outstanding Public Share for each three-month
extension commencing on May 16, 2024. If we are unable to consummate our
 initial business combination within such time period, we will, as promptly as possible
 but not more than ten business days thereafter, redeem 100% of our outstanding public
 shares for a pro rata portion of the funds held in the trust account, including a
 pro rata portion of any interest earned on the funds held in the trust account and
 not previously released to us to pay our taxes, and then seek to dissolve and liquidate.
 However, we may not be able to distribute such amounts as a result of claims of creditors
 which may take priority over the claims of our public stockholders. In the event of
 our dissolution and liquidation, the private units will expire and will be worthless.

 We will either (1) seek stockholder approval of our initial business combination at
 a meeting called for such purpose, at which stockholders may seek to convert their
 shares, regardless of whether they vote for or against the proposed business combination,
 into their pro rata share of the aggregate amount then on deposit in the trust account
 (net of taxes payable), or (2) provide our stockholders with the opportunity to sell
 their shares to us by means of a tender offer (and thereby avoid the need for a stockholder
 vote) for an amount equal to their pro rata share of the aggregate amount then on
 deposit in the trust account (net of taxes payable), in each case subject to the limitations
 described herein. The decision as to whether we will seek stockholder approval of
 our proposed business combination or allow stockholders to sell their shares to us
 in a tender offer will be made by us, solely in our discretion, and will be based
 on a variety of factors such as the timing of the transaction and whether the terms
 of the transaction would otherwise require us to seek stockholder approval. Any tender
 offer documents used in connection with a business combination will contain substantially
 the same financial and other information about the initial business combination as
 is required under the SEC's proxy rules.

 The initial per public share redemption or conversion price will be $10.00 per share,
 regardless of whether the over-allotment option is exercised. However, we may not
 be able to distribute such amounts as a result of claims of creditors which may take
 priority over the claims of our public stockholders.

 Pursuant to the rules of the Nasdaq Stock Market, our initial business combination
 must occur with one or more target businesses having an aggregate fair market value
 of at least 80% of the value of the trust account (excluding any deferred underwriter's fees and taxes payable on the income earned on the trust account), which we refer
 to as the 80% test, at the time of the agreement to enter into the initial business
 combination. Therefore, the fair market value of the target business will be calculated
 prior to any conversions of our shares in connection with a business combination and
 therefore will be a minimum of $53,544,000 in order to satisfy the 80% test. While the fair market value of the target business
 must satisfy the 80% test, the consideration we pay the owners of the target business
 may be a combination of cash (whether cash from the trust account or cash from a debt
 or equity financing transaction that closes concurrently with the business combination)
 or our equity securities. The exact nature and amount of consideration would be determined
 based on negotiations with the target business, although we will attempt to primarily
 use our equity as transaction consideration. If our board is not able to independently
 determine the fair market value of the target business or businesses, we will obtain
 an opinion from an independent investment banking firm with respect to the satisfaction
 of such criteria. We will also obtain a fairness opinion from an independent investment
 banking firm before consummating a business combination with an entity affiliated
 with any of our officers, directors or insiders. If we are no longer listed on Nasdaq,
 we will not be required to satisfy the 80% test.

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

 As more fully discussed in "Management - 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. All of our officers and directors currently have certain relevant pre-existing
 fiduciary duties or contractual obligations.

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

 In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage
 of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
 In other words, an "emerging growth company" can delay the adoption of certain accounting
 standards until those standards would otherwise apply to private companies. We intend
 to take advantage of the benefits of this extended transition period until we are
 no longer an "emerging growth company."

 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 Company's IPO, (b) in which we have total annual gross revenue of at least $1.07 billion,
 or (c) in which we are deemed to be a large accelerated filer, which means the market
 value of our common stock that is held by non-affiliates exceeds $700 million as of
 the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible
 debt during the prior three-year period. References herein to "emerging growth company"
 shall have the meaning associated with it in the JOBS Act.

 Stockholder Approval of Business Combination

 In connection with any proposed business combination, we will either (1) seek stockholder
 approval of our initial business combination at a meeting called for such purpose
 at which public stockholders (but not our insiders, officers or directors) may seek
 to convert their shares of common stock, regardless of whether they vote for or against
 the proposed business combination, into a portion of the aggregate amount then on
 deposit in the trust account, or (2) provide our stockholders with the opportunity
 to sell their shares to us by means of a tender offer (and therefore avoid the need
 for a stockholder vote) for an amount equal to their pro rata share of the aggregate
 amount then on deposit in the trust account, in each case subject to the limitations
 described herein. If we determine to engage in a tender offer, such tender offer will
 be structured so that each stockholder may tender all of his, her or its shares rather
 than some pro rata portion of his, her or its shares. The decision as to whether we
 will seek stockholder approval of a proposed business combination or whether we will
 allow stockholders to sell their shares to us in a tender offer will be made by us,
 solely in our discretion, and will be based on a variety of factors such as the timing
 of the transaction and whether the terms of the transaction would otherwise require
 us to seek stockholder approval. We anticipate that our business combination could
 be completed by way of a merger, share exchange, asset acquisition, stock purchase,
 recapitalization, reorganization or other similar transaction. Stockholder approval
 will not be required under Delaware law if the business combination is structured
 as an acquisition of assets of the target company, a share exchange with target company
 stockholders or a purchase of stock of the target company; however, Nasdaq rules would
 require us to obtain stockholder approval if we seek to issue shares representing
 20% or more of our outstanding shares as consideration in a business combination.
 A merger of our company into a target company would require stockholder approval under
 Delaware law. A merger of a target company into our company would not require stockholder
 approval unless the merger results in a change to our certificate of incorporation,
 or if the shares issued in connection with the merger exceed 20% of our outstanding
 shares prior to the merger. A merger of a target company with a subsidiary of our
 company would not require stockholder approval unless the merger results in a change
 in our certificate of incorporation; however, Nasdaq rules would require us to obtain
 stockholder approval of such a transaction if we week to issue shares representing
 20% or more of our outstanding shares as consideration.

 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 provide our stockholders with an opportunity
 to tender their shares to us pursuant to a tender offer pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers,
 and we will file tender offer documents with the SEC which will contain substantially
 the same financial and other information about the initial business combination as
 is required under the SEC's proxy rules.

 In the event we allow stockholders to tender their shares pursuant to the tender offer
 rules, our tender offer 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. In addition,
 the tender offer will be conditioned on public stockholders not tendering more

 than
 a specified number of public shares, which number will be based on the requirement
 that we may not purchase public shares in an amount that would cause our net tangible
 assets to be less than any net tangible asset or cash requirement which may be contained
 in the agreement relating to our initial business combination. 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 Nasdaq
 requirements, or we decide to obtain stockholder approval for business or other legal
 reasons, we will:

 permit stockholders to convert their shares in conjunction with a proxy solicitation
 pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of
 proxies, and not pursuant to the tender offer rules, and

 file proxy materials with the SEC.

 In the event that we seek stockholder approval of our initial business combination,
 we will distribute proxy materials and, in connection therewith, provide stockholders
 with the conversion rights described above upon completion of the initial business
 combination.

 If we seek to consummate an initial business combination with a target business that
 imposes any type of working capital closing condition or requires us to have a minimum
 amount of funds available from the trust account upon consummation of such initial
 business combination, our net tangible asset threshold may limit our ability to consummate
 such initial business combination (as we may be required to have a lesser number of
 shares converted) and may force us to seek third-party financing which may not be
 available on terms acceptable to us or at all. As a result, we may not be able to
 consummate such initial business combination and we may not be able to locate another
 suitable target within the applicable time period, if at all. Public stockholders
 may therefore have to wait until August 16, 2024 in order to be able to receive a portion of the trust account.

 Our insiders, including our officers and directors, have agreed (1) to vote any shares
 of common stock owned by them in favor of any proposed business combination, (2) not
 to convert any shares of common stock into the right to receive cash from the trust
 account in connection with a stockholder vote to approve a proposed initial business
 combination or a vote to amend the provisions of our certificate of incorporation
 relating to stockholders' rights or pre-business combination activity and (3) not to sell any shares of common
 stock in any tender in connection with a proposed initial business combination.

 Depending on how a business combination was structured, any stockholder approval requirement
 could be satisfied by obtaining the approval of either (i) a majority of the shares
 of our common stock that were voted at the meeting (assuming a quorum was present
 at the meeting), or (ii) a majority of the outstanding shares of our common stock.

 If we seek stockholder approval of a business combination and if we hold a meeting
 to approve a proposed business combination and a significant number of stockholders
 vote, or indicate an intention to vote, against such proposed business combination,
 we or our insiders or their affiliates could make such purchases in the open market
 or in private transactions in order to influence the vote. 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. No funds from the trust account
 can be released from the trust account prior to the consummation of a business combination
 to make such purchases (although such purchases could be made using funds available
 to us after the closing of a business combination). 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. Notwithstanding the foregoing, we or our insiders or their
 affiliates will not make purchases of shares of common stock if the purchases would
 violate Sections 9(a)(2) or 10(b) of the Exchange Act or Regulation M, which are rules that prohibit
 manipulation of a company's stock, and we and they will comply with Rule 10b-18 under the

 Exchange Act in connection with any open-market purchases. If purchases
 cannot be made without violating applicable law, no such purchases will be made. 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 insiders anticipate that they may identify the stockholders with whom
 our insiders 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 insiders 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.

 Conversion Rights

 At any meeting called to approve an initial business combination, any public stockholder,
 whether voting for or against such proposed business combination, will be entitled
 to demand that his or her shares of common stock be converted for a full pro rata
 portion of the amount then in the trust account (initially $10.00 per share), plus
 any pro rata interest earned on the funds held in the trust account and not previously
 released to us or necessary to pay our taxes. Alternatively, we may provide our public
 stockholders with the opportunity to sell their shares of our common stock to us through
 a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal
 to their pro rata share of the aggregate amount then on deposit in the trust account,
 net of taxes payable.

 Notwithstanding the foregoing, a public stockholder, together with any affiliate of
 his or hers or any other person with whom he or she is acting in concert or as a "group"
 (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking conversion rights with
 respect to 20% or more of the shares of common stock sold in our IPO. Such a public
 stockholder would still be entitled to vote against a proposed business combination
 with respect to all shares of common stock owned by him or her, or his or her affiliates.
 We believe this restriction will prevent stockholders from accumulating large blocks
 of shares before the vote held to approve a proposed business combination and attempt
 to use the conversion right as a means to force us or our management to purchase their
 shares at a significant premium to the then current market price. By not allowing
 a stockholder to convert more than 20% of the shares of common stock sold in our IPO,
 we believe we have limited the ability of a small group of stockholders to unreasonably
 attempt to block a transaction which is favored by our other public stockholders.

 None of our insiders will have the right to receive cash from the trust account in
 connection with a stockholder vote to approve a proposed initial business combination
 or a vote to amend the provisions of our certificate of incorporation relating to
 stockholders' rights or pre-business combination activity with respect to any shares of common
 stock owned by them, directly or indirectly, whether acquired prior to our IPO or
 purchased by them in our IPO or in the aftermarket.

 We may also require public stockholders who wish to convert, whether they are a record
 holder or hold their shares in "street name," to either tender their certificates
 to our transfer agent at any time through the vote on the business combination or
 to deliver their shares to the transfer agent electronically using Depository Trust
 Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option. The proxy solicitation materials that we will furnish to stockholders in
 connection with the vote for any proposed business combination will indicate whether
 we are requiring stockholders to satisfy such delivery requirements. Accordingly,
 a stockholder would have from the time the stockholder received our proxy statement
 through the vote on the business combination to deliver his or her shares if he or
 she wishes to seek to exercise his or her conversion rights. Under Delaware law and
 our bylaws, we are required to provide at least 10 days' advance notice of any stockholder meeting, which would be the minimum amount of time
 a public stockholder would have to determine whether to exercise conversion rights.

 There is a nominal cost associated with the above-referenced delivery process and
 the act of certificating the shares or delivering them through the DWAC System. The
 transfer agent will typically charge the tendering broker $45.00 and it would be up
 to the broker whether or not to pass this cost on to the holder. However, this fee
 would be incurred regardless of whether or not we require holders to deliver their
 shares prior to the vote on the business combination in order to exercise conversion
 rights. This is because a holder would need to deliver shares to exercise conversion
 rights regardless of the timing of when such delivery must be effectuated. However,
 in the event we require stockholders to deliver their shares prior to the vote on
 the proposed business combination and the proposed business combination is not consummated,
 this may result in an increased cost to stockholders.

 The foregoing is different from the procedures used by many blank check companies.
 Traditionally, in order to perfect conversion rights in connection with a blank check
 company's business combination, the company 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 conversion 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 consummation 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 conversion 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 conversion rights, to which stockholders
 were aware they needed to commit before the stockholder meeting, would become a "continuing"
 right surviving past the consummation of the business combination until the holder
 delivered its certificate.

 The requirement for physical or electronic delivery prior to the meeting ensures that
 a holder's election to convert his or her shares is irrevocable once the business combination
 is approved.

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

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

 Liquidation if No Business Combination

 If we do not complete a business combination prior to May 16, 2024, 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 100%
 of the outstanding public shares and (iii) as promptly as reasonably possible following
 such redemption, subject to the approval of our remaining stockholders and our board
 of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above)
 to our obligations under Delaware law to provide for claims of creditors and the requirements
 of other applicable law. At such time, the rights will expire and holders of the rights
 will receive nothing upon a liquidation with respect to such rights, and the rights
 will be worthless. However, if we anticipate that we may not be able to consummate
 our initial business combination prior to May 16, 2024, our insiders or their affiliates may, but are not obligated to, extend the Combination Period, pursuant to the terms of our amended
 and restated certificate of incorporation and the trust agreement entered into between
 us and Continental Stock Transfer & Trust Company on the date of this annual report
 on Form 10-K, In the event that they elected to extend the Combination Period and deposited the applicable amount of money into trust, the insiders
 would receive a non-interest bearing, unsecured promissory note equal to the amount
 of any such deposit that will not be repaid in the event that we are unable to close
 a business combination unless there are funds available outside the trust account
 to do so. Such notes would

 either be paid upon consummation of our initial business
 combination, or, at the relevant insider's discretion, converted upon consummation of our business combination into additional
 private units at a price of $10.00 per unit. Our shareholders have approved the issuance
 of the private units upon conversion of such notes, to the extent the holder wishes
 to so convert such notes at the time of the consummation of our initial business combination.
 In the event that we receive notice from our insiders five days prior to the applicable
 deadline of their intent to effect an extension, we intend to issue a press release
 announcing such intention at least three days prior to the applicable deadline. In
 addition, we intend to issue a press release the day after the applicable deadline
 announcing whether or not the funds had been timely deposited. Our insiders and their
 affiliates or designees are not obligated to fund the trust account to extend the
 time for us to complete our initial business combination. To the extent that some,
 but not all, of our insiders, decide to extend the period of time to consummate our
 initial business combination, such insiders (or their affiliates or designees) may
 deposit the entire amount required.

 Furthermore, if the pro rata portion of our trust account distributed to our public
 stockholders upon the redemption of 100% of our public shares in the event we do not
 complete our initial business combination within the required time period is not considered
 a liquidation distribution under Delaware law and such redemption distribution is
 deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, 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 liquidation distribution. It is our intention
 to redeem our public shares as soon as reasonably possible and within the timeframe
 set forth in our amended and restated certificate of incorporation, as amended and,
 therefore, we do not intend to comply with the above 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 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law 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 seeking to complete an initial business
 combination, the only likely claims to arise would be from our vendors (such as lawyers,
 investment bankers, etc.) or prospective target businesses.

 We will seek to have all third parties (including any vendors or other entities we
 engage after the Company's IPO) and any prospective target businesses enter into valid and enforceable agreements
 with us waiving any right, title, interest or claim of any kind they may have in or
 to any monies held in the trust account. The underwriters in the Company's IPO will execute such a waiver agreement. As a result, the claims that could be
 made against us will be limited, thereby lessening the likelihood that any claim would
 result in any liability extending to the trust. We therefore believe that any necessary
 provision for creditors will be reduced and should not have a significant impact on
 our ability to distribute the funds in the trust account to our public stockholders.
 Nevertheless, there is no guarantee that vendors, service providers and prospective
 target businesses will execute such agreements. In the event that a potential contracted
 party was to refuse to execute such a waiver, we will execute an agreement with that
 entity only if our management first determines that we would be unable to obtain,
 on a reasonable basis, substantially similar services or opportunities from another
 entity willing to execute such a waiver. Examples of instances where we may engage
 a third-party that refused to execute a waiver would be the engagement of a third-party
 consultant who cannot sign such an agreement due to regulatory restrictions, such
 as our auditors who are unable to sign due to independence requirements, or whose
 particular expertise or skills are believed by management to be superior to those
 of other consultants that would agree to execute a waiver or a situation in which
 management does not believe it would be able to find a provider of required services
 willing to provide the waiver. There is also no guarantee that, even if they execute
 such agreements with us, they will not seek recourse against the trust account. Our
 insiders have agreed that they will be jointly and severally liable to us if and to
 the extent any claims by a vendor 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 $10.00 per public
 share, except as to any claims by a third-party who executed a valid and enforceable
 agreement with us waiving any right, title, interest or claim of

 any kind they may
 have in or to any monies held in the trust account and except as to any claims under
 our indemnity of the underwriters of the Company's IPO against certain liabilities, including liabilities under the Securities Act.
 Our board of directors has evaluated our insiders' financial net worth and believes they will be able to satisfy any indemnification
 obligations that may arise. However, our insiders may not be able to satisfy their
 indemnification obligations, as we have not required our insiders to retain any assets
 to provide for their indemnification obligations, nor have we taken any further steps
 to ensure that they will be able to satisfy any indemnification obligations that arise.
 Moreover, our insiders will not be liable to our public stockholders and instead will
 only have liability to us. As a result, if we liquidate, the per-share distribution
 from the trust account could be less than approximately $10.00 due to claims or potential
 claims of creditors. We will distribute to all of our public stockholders, in proportion
 to their respective equity interests, an aggregate sum equal to the amount then held
 in the trust account, inclusive of any interest not previously released to us, (subject
 to our obligations under Delaware law to provide for claims of creditors as described
 below).

 If we are unable to consummate an initial business combination and are forced to redeem
 100% of our outstanding public shares for a portion of the funds held in the trust
 account, we anticipate notifying the trustee of the trust account to begin liquidating
 such assets promptly after such date and anticipate it will take no more than 10 business
 days to effectuate the redemption of our public shares. Our insiders have waived their
 rights to participate in any redemption with respect to their insider shares. We will
 pay the costs of any subsequent liquidation from our remaining assets outside of the
 trust account. If such funds are insufficient, our insiders have agreed to pay the
 funds necessary to complete such liquidation (currently anticipated to be no more
 than approximately $15,000) and have agreed not to seek repayment of such expenses.
 Each holder of public shares will receive a full pro rata portion of the amount then
 in the trust account, plus any pro rata interest earned on the funds held in the trust
 account and not previously released to us or necessary to pay our taxes. The proceeds
 deposited in the trust account could, however, become subject to claims of our creditors
 that are in preference to the claims of public stockholders.

 Our public stockholders shall be entitled to receive funds from the trust account
 only in the event of our failure to complete our initial business combination in the
 required time period or if the stockholders seek to have us convert their respective
 shares of common stock upon a business combination which is actually completed by
 us. In no other circumstances shall a stockholder have any right or interest of any
 kind to or in the trust account.

 If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed
 against us which is not dismissed, the proceeds held in the trust account could be
 subject to applicable bankruptcy law, and may be included in our bankruptcy estate
 and subject to the claims of third parties with priority over the claims of our stockholders.
 To the extent any bankruptcy claims deplete the trust account, the per share redemption
 or conversion amount received by public stockholders may be less than $10.00.

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

 Certificate of Incorporation

 Our certificate of incorporation contains
 certain requirements and restrictions that apply to us until the consummation of our initial business combination. If we hold a
 stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder's rights or pre-business
 combination activity (including the substance or timing within which we have to complete a business combination), we will provide
 our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a
 per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on
 the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number
 of then outstanding public shares, in connection with any such vote. Our insiders have agreed to waive any conversion rights with
 respect to any insider shares, private shares and any public shares they may hold in connection with any vote to amend our
 certificate of incorporation. Specifically, our certificate of incorporation provides, among other things, that:

 prior to the consummation of our initial business combination, we shall either (1)
 seek stockholder approval of our initial business combination at a meeting called
 for such purpose at which public stockholders may seek to convert their shares of
 common stock, regardless of whether they vote for or against the proposed business
 combination, into a portion of the aggregate amount then on deposit in the trust account,
 net of taxes payable, or (2) provide our stockholders with the opportunity to sell
 their shares to us by means of a tender offer (and thereby avoid the need for a stockholder
 vote) for an amount equal to their pro rata share of the aggregate amount then on
 deposit in the trust account, net of taxes payable, in each case subject to the limitations
 described herein;

 if our initial business combination is not consummated prior to May 16, 2024, or as otherwise set forth in our amended and restated certificate of incorporation,
 then our existence will terminate and we will distribute all amounts in the trust
 account to all of our public holders of shares of common stock;

 we may not consummate any other business combination, merger, capital stock exchange,
 asset acquisition, stock purchase, reorganization or similar transaction prior to
 our initial business combination; and

 prior to our initial business combination, we may not issue additional shares of capital
 stock that would entitle the holders thereof to (i) receive funds from the trust account
 or (ii) vote on any initial business combination.

 Potential Revisions to Agreements with Insiders

 Each of our insiders has entered into letter agreements with us pursuant to which
 each of them has agreed to do certain things relating to us and our activities prior
 to a business combination. We could seek to amend these letter agreements without
 the approval of stockholders, although we have no intention to do so. In particular:

 Restrictions relating to liquidating the trust account if we failed to consummate
 a business combination in the time-frames specified above could be amended, but only
 if we allowed all stockholders to redeem their shares in connection with such amendment;

 Restrictions relating to our insiders being required to vote in favor of a business
 combination or against any amendments to our organizational documents could be amended
 to allow our insiders to vote on a transaction as they wished;

 The requirement of members of the management team to remain our officer or director
 until the closing of a business combination could be amended to allow persons to resign
 from their positions with us if, for example, the current management team was having
 difficulty locating a target business and another management team had a potential
 target business;

 The restrictions on transfer of our securities could be amended to allow transfer
 to third parties who were not members of our original management team;

 The obligation of our management team to not propose amendments to our organizational
 documents could be amended to allow them to propose such changes to our stockholders;

 The obligation of insiders to not receive any compensation in connection with a business
 combination could be modified in order to allow them to receive such compensation;
 and

 The requirement to obtain a valuation for any target business affiliated with our
 insiders, in the event it was too expensive to do so.

 Except as specified above, stockholders would not be required to be given the opportunity
 to redeem their shares in connection with such changes. Such changes could result
 in:

 Our having an extended period of time to consummate a business combination (although
 with less in trust as a certain number of our stockholders would certainly redeem
 their shares in connection with any such extension);

 Our insiders being able to vote against a business combination or in favor of changes
 to our organizational documents;

 Our operations being controlled by a new management team that our stockholders did
 not elect to invest with;

 Our insiders receiving compensation in connection with a business combination; and

 Our insiders closing a transaction with one of their affiliates without receiving
 an independent valuation of such business.

 We will not agree to any such changes unless we believed that such changes were in
 the best interests of our stockholders (for example, if we believed such a modification
 were necessary to complete a business combination). Each of our officers and directors
 has fiduciary obligations to us requiring that he or she act in our best interests
 and the best interests of our stockholders.

 Competition

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

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

 our obligation to seek stockholder approval of our initial business combination or
 engage in a tender offer may delay the completion of a transaction;

 our obligation to convert shares of common stock held by our public stockholders may
 reduce the resources available to us for our initial business combination;

 our obligation to pay the deferred underwriting commission to the underwriters upon
 consummation of our initial business combination;

 our obligation to either repay working capital loans that may be made to us by our
 insiders or their affiliates;

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

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

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

 If we succeed in effecting our initial business combination, there will be, in all
 likelihood, intense competition from competitors of the target business. Subsequent
 to our initial business combination, we may not have the resources or ability to compete
 effectively.

 Facilities

 We currently maintain our principal executive offices at 311 West 43rd Street, 12th
 Floor, New York, NY 10036. The cost for this space is included in the $10,000 per-month
 fee payable to Mountain Crest Global Holdings LLC, for office space, utilities and
 secretarial services. We consider our current office space, combined with the other
 office space otherwise available to our executive officers, adequate for our current
 operations.

 Employees

 We have one executive officer. This individual is not obligated to devote any specific
 number of hours to our matters and intend to devote only as much time as they deem
 necessary to our affairs. The amount of time he will devote in any time period will
 vary based on whether a target business has been selected for the business combination
 and the stage of the business combination process the company is in. We do not intend
 to have any full time employees prior to the consummation of our initial business
 combination.

 Legal Proceedings

 There is no material litigation, arbitration, governmental proceeding or any other
 legal proceeding currently pending or known to be contemplated against us or any members
 of our management team in their capacity as such, and we and the members of our management
 team have not been subject to any such proceeding in the 10 years preceding the date
 of this annual report on Form 10-K.

 ITEM 1A.

 RISK FACTORS

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

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C.

 CYBERSECURITY

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

 ITEM 2.

 PROPERTIES

 We currently maintain our principal executive offices at 311 West 43rd Street, 12th
 Floor, New York, NY 10036. The cost for this space is included in the $10,000 per-month
 fee payable to Mountain Crest Global Holdings LLC, for office space, utilities and
 secretarial services. We consider our current office space, combined with the other
 office space otherwise available to our executive officers, adequate for our current
 operations.

 ITEM 3.

 LEGAL PROCEEDINGS

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

 ITEM 4.

 MINE SAFETY DISCLOSURES

 Not Applicable.

 ITEM 5.

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

 Our units began to trade on The Nasdaq Capital Market, or Nasdaq, under the symbol
 "MCAGU" on November 12, 2021. The common stock and rights comprising the units began separate trading on
 Nasdaq on December 2, 2021, under the symbols "MCAG" and "MCAGR", respectively.

 Holders of Record

 As of December 31, 2023, there were 3,170,221 of our shares of Common Stock issued and outstanding held by 6 stockholders of record. The number of record holders was determined from the records
 of our transfer agent and does not include beneficial owners of shares of Common Stock
 whose shares are held in the names of various security brokers, dealers, and registered
 clearing agencies.

 Dividends

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

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 None.

 Use of Proceeds

 On November 16, 2021, the Company consummated its initial public offering ("IPO") of 6,000,000
 units (the "Units"). Each Unit consists of one share of common stock, $0.0001 par
 value ("Common Stock"), and one right ("Right") to receive one-tenth (1/10) of a share
 of common stock upon the consummation of an initial business combination. The Units
 were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000.
 Simultaneously with the closing of the IPO, the Company consummated the private placement
 ("Private Placement") of 205,000 units (the "Private Units") at a price of $10.00
 per Private Unit, generating total proceeds of $2,050,000.

 Subsequently, on November 16, 2021, the underwriters exercised the over-allotment option in full, and the closing
 of the issuance and sale of the additional Units occurred (the "Over-Allotment Option
 Units") on November 18, 2021. The total aggregate issuance by the Company of 900,000 units at a price of
 $10.00 per unit resulted in total gross proceeds of $9,000,000. On November 18, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company
 consummated the private sale of an additional 18,000 Private Units, generating gross
 proceeds of $180,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve
 a public offering.

 A total of $69,000,000 of the net proceeds from the sale of Units in the initial public
 offering (including the Over-Allotment Option Units) and the Private Placements on
 November 16, 2021 and November 18, 2021, were placed in a trust account established for the benefit of the Company's public shareholders.

 As of December 31, 2023, a total of
 $5,613,395 was held in the trust account, $5,325,694 of which is the proceeds from the IPO, Private Placement and extension deposits
 and $287,701 of which was interest income generated by the proceeds in trust.

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

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 NASDAQ

 On December 13, 2023, Mountain Crest Acquisition Corp. V, a Delaware corporation (the "Company"),
 received a notice (the "Notice") from the Nasdaq Stock Market LLC ("Nasdaq"), stating
 that the Company's listed securities failed to comply with the $35,000,000 market value of listed securities
 ("MVLS") requirement for continued listing on The Nasdaq Capital Market in accordance
 with Nasdaq Listing Rule 5550(b)(2) based upon the Company's MVLS for the 30 consecutive business days prior to the date of the Notice.

 The Notice has no immediate effect on the listing of the Company's securities on Nasdaq and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a period of 180 calendar days, or until
 June 10, 2024, in which to regain compliance. In order to regain compliance, the MVLS of
 the Company must close at $35,000,000 or more for a minimum of ten consecutive business
 days during this 180-day period.

 On June 5, 2024, the Company received a notification
letter from Nasdaq stating that for the last 10 consecutive business days, from May 21, 2024 to June 4, 2024, the Company's MVLS
has been $35,000,000 or greater. Accordingly, the Company has regained compliance with the MVLS Rule and this matter is now closed.

 On July 18, 2024, the Company received a notice Nasdaq notifying the
Company that, because the Company is delinquent in filing its Form 10-K and Form 10-Q, the Company no longer complies with Nasdaq Listing
Rule 5250(c)(1) (the "Listing Rule"), which requires companies with securities listed on Nasdaq to timely file all required
periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company's common stock, units
or rights on the Nasdaq Capital Market. In accordance with Nasdaq's listing rules, the Company has 60 calendar days, or until September
2, 2024, after the Notice to submit a plan of compliance (the "Plan") to Nasdaq addressing how the Company intends to regain
compliance with Nasdaq's listing rules, and Nasdaq has the discretion to grant the Company up to 180 calendar days from the due
date of the Form 10-K, or October 14, 2024, to regain compliance. The Company intends to file the Form 10-K and the Form 10-Q or to submit
a compliance plan to Nasdaq and take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable,
but in any case such plan to be submitted prior to September 2, 2024. While the Company can provide no assurances as to timing, the Company
will continue to work diligently to complete and file the Form 10-K and the Form 10-Q as soon as practicable.

 ITEM 6.

 [RESERVED]

 ITEM 7.

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

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

 Overview

 We are a blank check company formed under the laws of the State of Delaware on April 8, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition,
 stock purchase, reorganization or similar Business Combination with one or more businesses.
 We intend to effectuate our Business Combination using cash from the proceeds of the
 Initial Public Offering and the sale of the Private Units, our capital stock, debt
 or a combination of cash, stock and debt.

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

 Recent Developments

 On October 19, 2022, the Company entered into a Business Combination Agreement (as it may be amended,
 supplemented or otherwise modified from time to time, the "Business Combination Agreement")
 with AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in
 Singapore, with company registration 201810204D ("AUM").

 The Business Combination Agreement was subsequently amended on February 10, 2023, March 30, 2023 and April 19, 2023. On January 27, 2023, AUM Biosciences Limited, a Cayman Islands exempted company ("Holdco"), AUM
 Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated
 in Singapore, with company registration number 202238778Z and a direct, wholly-owned
 subsidiary of Holdco, and AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation
 and a direct, wholly-owned subsidiary of Holdco, executed a joinder agreement with
 the Company and AUM and joined the Business Combination Agreement as parties. The
 Business Combination Agreement would have provided, subject to its terms and conditions,
 for the initial business combination of the Company (the "Business Combination").
 On May 22, 2023, the Company filed a definitive proxy statement on Schedule 14A, as amended on May 24, 2023 to solicit its stockholders' voting on the Business Combination Agreement, among other proposals, at a special
 meeting of stockholders scheduled to be held on June 23, 2023 at 10:00 a.m., Eastern Time, or any postponement or adjournment. The proxy
 statement also provides that the Company's stockholders may request to redeem his/her shares by submitting the request in writing
 to the Company's transfer agent by June 21, 2023. On June 8, 2023, the Company received a termination notice from AUM. The Notice terminated
 the Business Combination Agreement as of June 8, 2023.

 On October 23, 2023 the Company received approval (the "Approval") from the Nasdaq Listing Qualifications
 Department of the Nasdaq that the Company's application to transfer the listing of its Common Stock, units and rights from The
 Nasdaq Global Market (the "Global Market") to The Nasdaq Capital Market has been approved.
 The Common Stock, units and rights will be transferred to The Nasdaq Capital Market
 at the opening of business on October 27, 2023. Common stock, units and rights will continue to trade under the symbols "MCAG,"
 "MCAGU" and "MCAGR," respectively and trading of its Common Stock, units and rights
 will be unaffected by this transfer. The Nasdaq Capital Market operates in substantially
 the same manner as the Global Market, and listed companies must meet certain financial
 requirements and comply with Nasdaq's corporate governance requirements.

 On October 30, 2023, the Company issued an unsecured promissory note in the aggregate principal
 amount up to $400,000 to the Company's Sponsor. Pursuant to the note, the Sponsor agreed to loan to the Company an aggregate
 amount up to $400,000 that may be drawn down by the Company from time to time by written
 notice to the Sponsor. The aggregate amount advanced under the note is due payable
 by the Company on the earlier of: (i) the date on which Company consummates an initial
 Business Combination with a target business, or (ii) the date the Company liquidates
 if a Business Combination is not consummated. The note does not bear interest. In
 the event that the Company does not consummate a Business Combination, the note will
 be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the note will be used by the Company for
 working capital purposes.

 On November 9, 2023, the Company received a notice from Nasdaq stating that the staff determined
 that the Company met all the continued listing standards to phase down, including
 the $35,000,000 MVLS standard for The Nasdaq Capital Market. Accordingly, the Company
 has regained compliance with the Rule and this matter is now closed.

 On November 15, 2023, the Company extended
the Combination Period from November 16, 2023 to February 16, 2024 by depositing $51,932 into its trust account. On February 15,
2024, the Company extended the Combination Period from February 16, 2024 to May 16, 2024 by depositing $51,932 into its trust
account.

 On December 13, 2023, the Company received
 a notice from the Nasdaq Stock Market LLC ("Nasdaq"), stating that the Company's listed securities failed to
 comply with the $35,000,000 market value of listed securities ("MVLS") requirement for continued listing on The Nasdaq
 Capital Market in accordance with Nasdaq Listing Rule 5550(b)(2) based upon the Company's MVLS for the 30 consecutive
 business days prior to the date of the Notice. On June 5, 2024, the Company received a notification letter from Nasdaq stating that for the last 10 consecutive business days, from May
21, 2024 to June 4, 2024, the Company's MVLS has been $35,000,000 or greater. Accordingly, the Company has regained compliance with
the MVLS Rule and this matter is now closed.

 On April 3, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount up to $300,000 (the "2024 Note") to the Sponsor. Pursuant to the Note, the
Sponsor agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written
notice to the Sponsor. The aggregate amount advanced under the Note is due payable by the Company on the earlier of: (i) the date on which
Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination
is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note
will be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the Note will be used

 On April 19, 2024, as approved by the Company's
audit committee, the Company entered into a note conversion agreement (the "Note Conversion Agreement") with the Sponsor,
to convert the Principal Amount due under the Notes into 150,000 shares of the Company's common stock, par value $0.0001 per share
(the "Common Stock"). Accordingly, the Company satisfied the Notes in exchange for the issuance of 150,000 shares of Common
Stock. Pursuant to the Note Conversion Agreement, the Sponsor has (i) one demand registration of the sale of such shares at the Company's
expense, and (ii) unlimited "piggyback" registration rights, both for a period of five (5) years after the closing of the
Company's initial business combination at the Company's expense.

 On April 30, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount up to $300,000 (the "Note") to the Sponsor. Pursuant to the Note, the Sponsor
agreed to loan to the Company an aggregate amount up to $300,000 that may be drawn down by the Company from time to time by written notice
to the Sponsor. The aggregate amount advanced under the Note is due payable by the Company on the earlier of: (i) the date on which Company
consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination
is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note
will be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the Note will be used

 On May 2, 2024, the Company issued a press release
announcing that it had entered into a non-binding term sheet, dated April 26, 2024, with CUBEBIO Co., Ltd., a Korea-based company ("CUBEBIO"),
for a proposed business combination through which CUBEBIO plans to become a public company with its securities listed on The Nasdaq Stock
Market ("Nasdaq").

 On May 15, 2024 the Company deposited $51,932
to the Trust Account, extending the Combination Period from May 16, 2024 to August 16, 2024.

 On May 22, 2024, UHY Advisors/UHY LLP has agreed
to extinguish a total of $179,035 of liabilities to UHY Advisors/UHY LLP for a settlement amount of $160,000, which includes the outstanding
balance of the note to UHY Advisors/UHY LLP with a principal amount outstanding of $52,877 and all interest accrued and outstanding invoices due to UHY Advisors/UHY LLP.

 Results of Operations

 We have neither engaged in any operations nor generated any revenues to date. Our
 only activities from April 8, 2021 (inception) through December 31, 2023 were organizational activities, those necessary to prepare for the Initial
 Public Offering, described below, and identifying a target company for a Business
 Combination. We do not expect to generate any operating revenues until after the completion
 of our Business Combination. We generate non-operating income in the form of interest
 income on marketable securities held in the Trust Account. We incur expenses as a
 result of being a public company (for legal, financial reporting, accounting and auditing
 compliance), as well as for due diligence expenses.

 For the year ended December 31, 2023, we had a net loss of $2,251,116, which consists of operating costs of $2,654,975, interest expenses of $5,587 and provision for income taxes of $101,282, offset by
 interest income on investment held in the Trust Account of $510,728.

 For the year ended December 31, 2022, we had a net income of $4,471, which consists of operating costs of $746,913 and provision for income taxes of $180,872 offset by interest income on investment held in the Trust Account of $932,256.

 Liquidity and Capital Resources

 On November 16, 2021, we consummated the Initial Public Offering of 6,000,000 Units and, with respect
 to the shares of Common Stock included in the Units sold, the Public Shares at $10.00
 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing
 of the Initial Public Offering, we consummated the sale of 205,000 Private Units at
 a price of $10.00 per Private Unit in a private placement to the Sponsor generating
 gross proceeds of $2,050,000.

 On November 18, 2021, the underwriters fully exercised their over-allotment option, resulting in
 an additional 900,000 Units issued for an aggregate amount of $9,000,000. In connection
 with the underwriters' full exercise of their over-allotment option, the Company also consummated the sale
 of an additional 18,000 Private Units at $10.00 per Private Unit, generating total
 proceeds of $180,000. A net total of $9,000,000 was deposited into the Trust Account,
 bringing the aggregate proceeds held in the Trust Account to $69,000,000.

 Following the full exercise of the over-allotment option, and the sale of the Private
 Units, a total of $69,000,000 was placed in the Trust Account. We incurred transactions
 costs amounting to $5,090,361 consisting of $1,380,000 of underwriting fees, $2,070,000
 of deferred underwriting fees and $1,640,361 of other offering costs.

 For the year ended December 31, 2023, cash used in operating activities was $470,675. Net loss of $2,251,116 was
 affected by interest earned on investments held in the Trust Account of $510,728. Changes in operating assets and liabilities provided $2,291,169
 of cash for operating activities.

 For the year ended December 31, 2022, cash used in operating activities was $446,350. Net income of $4,471 was
 affected by interest earned on marketable securities held in the Trust Account of
 $932,256. Changes in operating assets and liabilities provided $481,435 of cash for
 operating activities.

 As of December 31, 2023, we had marketable securities held in the Trust Account of $5,613,395 (including
 $287,701 of interest income) consisting of money market funds with a maturity of 185
 days or less. Interest income on the balance in the Trust Account may be used by us
 to pay taxes. Through December 31, 2023, we have withdrawn $129,288 of the interest earned on the Trust Account to
 pay franchise and income taxes and $14,692,409 in connection with redemptions.

 We intend to use substantially all of the funds held in the Trust Account, including
 any amounts representing interest earned on the Trust Account (less income taxes payable),
 to complete our Business Combination. To the extent that our capital stock or debt
 is used, in whole or in part, as consideration to complete our Business Combination,
 the remaining proceeds held in the Trust Account will be used as working capital to
 finance the operations of the target business or businesses, make other acquisitions
 and pursue our growth strategies.

 As of December 31, 2023, we had cash of $16,089 held outside the Trust Account for general working
 capital purposes. In order to fund working capital deficiencies or finance transaction
 costs in connection with a Business Combination, the Sponsor, or certain of our officers
 and directors or their affiliates may, but are not obligated to, loan us funds as
 may be required. If we complete a Business Combination, we would repay such loaned
 amounts. In the event that a 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.

 On February 15, 2023, the Company issued a non-interest bearing, unsecured promissory note in the
 aggregate principal amount of $300,000 (the "Note") to the Sponsor. Pursuant to the
 Note, the Sponsor loaned the Company an aggregate amount of $300,000 that is due and
 payable upon the Company's consummation of an initial Business Combination with a target business. The Note
 will either be paid upon consummation of the Company's initial Business Combination, or, at the Sponsor's discretion, converted upon consummation of the Company's Business Combination into private units at a price of $10.00 per unit. The loan
 will be forgiven, except to the extent of any funds held outside of the trust account,
 by the Sponsor or its affiliates if the Company is unable to consummate an initial
 Business Combination during the Combination Period. On May 16, 2023, the Company and the Sponsor entered into an amendment to the Note, pursuant
 to which the Note and the forgiveness term was extended from May 16, 2023 to November 16, 2024. On September 13, 2023, as approved by the Company's audit committee, the Company entered into a note conversion agreement with the Sponsor,
 to convert the Note into 75,000 shares of the Company's Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance
 of 75,000 shares of Common Stock.

 On March 31, 2023, the Company and UHY Advisors/UHY LLP, the Company's independent registered public accounting firm, entered into an unsecured promissory
 note for services rendered and unpaid in the principal sum of One Hundred Eight Thousand
 One Dollars and Ninety Cents ($108,001), plus interest applied monthly on any un-paid
 balance at the rate of eight (8%) percent per year until such sum is fully paid. On
 August 21, 2023, the Company and UHY Advisors/UHY LLP extended the due date of promissory
 note to October 31, 2023. If $102,877 is paid in full on this promissory note no later than October 31, 2023, all accrued finance charges on this promissory note will be forgiven. The
 promissory note is payable by the Company in advance without penalty. $5,125 of the
 balance was waived as agreed with UHY LLP. As of December 31, 2023, there was $52,877 outstanding under this note. $5,587 of interest was accrued
 through December 31, 2023 which is presented as interest payable in the accompanying balance sheets.

 If our estimate of the costs of identifying a target business, undertaking in-depth
 due diligence and negotiating a Business Combination are less than the actual amount
 necessary to do so, we may have insufficient funds available to operate our business
 prior to our Business Combination. Moreover, we may need to obtain additional financing
 either to complete our Business Combination or because we become obligated to redeem
 a significant number of our Public Shares upon consummation of our Business Combination,
 in which case we may issue additional securities or incur debt in connection with
 such Business Combination.

 Going Concern

 As of the date of the filing of this Annual report on form 10-K, the Company extended
 the time it has to complete its initial Business Combination from February 16, 2024 to May 16, 2024 by depositing $51,932 into its trust account.

 We have until November 16, 2024 to consummate a Business Combination, provided that the Company deposits into
 the trust account an amount equal to $0.10 per outstanding Public Share for each three-month
 extension commencing on May 16, 2024. It is uncertain that we will be able to consummate a Business Combination
 by this time. If a Business Combination is not consummated by this date, there will
 be a mandatory liquidation and subsequent dissolution. Management has determined that
 the liquidity condition and mandatory liquidation, should a Business Combination not
 occur, and potential subsequent dissolution raises substantial doubt about our ability
 to continue as a going concern. No adjustments have been made to the carrying amounts
 of assets or liabilities should we be required to liquidate after November 16, 2024.

 Off-Balance Sheet Financing Arrangements

 We have no obligations, assets or liabilities, which would be considered off-balance
 sheet arrangements as of December 31, 2023. 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

 We do not have any long-term debt, capital lease obligations, operating lease obligations
 or long-term liabilities, other than an agreement to pay an affiliates, or advisors
 a total of up to $10,000 per month for office space, utilities, out of pocket expenses,
 and secretarial and administrative support. The arrangement will terminate upon the
 earlier of the Company's consummation of a Business Combination or its liquidation.

 The underwriters are entitled to a deferred fee of $0.30 per unit, or $2,070,000 in
 the aggregate will be payable to the underwriters for deferred underwriting commissions.
 The deferred fee will become payable to the underwriters from the amounts held in
 the Trust Account solely in the event that the Company completes a Business Combination,
 subject to the terms of the underwriting agreement.

 Critical Accounting Policies

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

 Common Stock Subject to Possible Redemption

 We account for our Common Stock subject to possible redemption in accordance with
 the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing
 Liabilities from Equity." Common stock subject to mandatory redemption is classified
 as a liability instrument and is measured at fair value. Conditionally redeemable
 Common Stock (including Common Stock that 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 our control) is classified as temporary equity. At all other
 times, Common Stock is classified as stockholders' equity. Our Common Stock features certain redemption rights that are considered to
 be outside of our control and subject to occurrence of uncertain future events. Accordingly,
 the Common Stock subject to possible redemption is presented as temporary equity,
 outside of the stockholders' equity section of our balance sheets.

 Net (Loss) Income per Common Share

 We comply with accounting and disclosure requirements of Financial Accounting Standards
 Board ("FASB") ASC 260, Earnings Per Share. The statement of operations include a
 presentation of (loss) income per redeemable public share and (loss) income per non-redeemable
 share following the two-class method of (loss) income per share. In order to determine
 the net (loss) income attributable to both the public redeemable shares and non-redeemable
 shares, we first considered the total (loss) income allocable to both sets of shares.
 This is calculated using the total net (loss) income less any dividends paid. For
 purposes of calculating net (loss) income per share, any remeasurement of the accretion
 to redemption value of the common shares subject to possible redemption was considered
 to be dividends paid to our public stockholders. Subsequent to calculating the total
 (loss) income allocable to both sets of shares, we split the amount to be allocated
 using a ratio of 31% for the Public Shares and 69% for the non-redeemable shares for
 the year ended December 31, 2023, reflective of the respective participation rights.

 As of December 31, 2023, the Company did not have any dilutive securities and other contracts that
 could, potentially, be exercised or converted into common shares and then share in
 our earnings. As a result, diluted (loss) income per share is the same as basic (loss)
 income per share for the periods presented.

 Recent Accounting Standards

 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic
 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain
 financial instruments. ASU 2020-06 eliminates the current models that require separation
 of beneficial conversion and cash conversion features from convertible instruments
 and simplifies the derivative scope exception guidance pertaining to equity classification
 of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible
 debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including
 the requirement to use the if-converted method for all convertible instruments. ASU
 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early
 adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the Company's
consolidated financial statements and disclosures.

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income
 Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax
 information within the rate reconciliation and expanded disclosures of income taxes
 paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years
 beginning after December 15, 2024. Early adoption is permitted. The Company's management does not believe the adoption of ASU 2023-09 will have a material impact
 on its consolidated financial statements and disclosures.

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

 ITEM 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Not required for smaller reporting companies.

 ITEM 8.

 Financial Statements and Supplementary Data

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

 ITEM 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 ITEM 9A.

 Controls and Procedures.

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

 Evaluation of Disclosure Controls and Procedures

 As required by Rules 13a-15 and 15d-15 under the Exchange Act, Dr. Suying Liu, our Chief Executive Officer
 and Chief Financial Officer, carried out an evaluation of the effectiveness of the
 design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon his evaluation, he concluded that our disclosure controls and
 procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) were not effective.

 Management has identified material weaknesses
in internal controls due to the restatements to our December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 financial
statements ("restatements") regarding the improper classification of the Investment held in Trust Account and Deferred underwriting
fee payable as current asset and liability, respectively, in our financial statements and the errors in earnings (loss) per share. While
we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of
evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our
personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation
plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

 Management's Report on Internal Controls Over Financial Reporting

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

 (1)
 pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 (2)

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

 (3)

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

 Because of its inherent limitations, internal control over financial reporting may
 not prevent or detect errors or misstatements in our financial statements. Also, projections
 of any evaluation of effectiveness to future periods are subject to the risk that
 controls may become inadequate because of changes in conditions, or that the degree
 or compliance with the policies or procedures may deteriorate. Management assessed
 the effectiveness of our internal control over financial reporting at 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 did not maintain effective internal control over financial
 reporting as of December 31, 2023, due to the restatements to our December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 financial statements ("restatements")
regarding the improper classification of the Investment held in Trust Account and Deferred underwriting fee payable as current asset and liability, respectively, in our financial
statements and the errors in earnings (loss) per share.

 Management has implemented remediation steps
to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities,
material agreements and related accounting standards. We plan to further improve this process by enhancing access to accounting literature,
identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional
staff with the requisite experience and training to supplement existing accounting professionals.

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

 Changes in Internal Control over Financial Reporting

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

 ITEM 9B.

 Other Information.

 None.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 ITEM 10.

 Directors, Executive Officers and Corporate Governance.

 The following table sets forth information about our directors and executive officers
 as of August 23, 2024.

 Name

 Age

 Position

 Chairman, Chief Executive Officer and Chief Financial Officer

 Todd Milbourn

 Dr. Suying Liu has been our Chairman, Chief Executive Officer and Chief Financial Officer since
 April 2021. Dr. Liu has been a director of Better Therapeutics Inc. (Nasdaq: BTTX) since
 it closed its business combination with Mountain Crest Acquisition Corp. II (Nasdaq:
 MCAD) in October 2021. He was the Chairman and Chief Executive Officer of Mountain Crest Acquisition
 Corp. II from July 2020 until it closed its business combination with Better Therapeutics Inc. He has
 also been a director of Etao International Co., Ltd. (Nasdaq: ETAO) since it closed
 its business combination with Mountain Crest Acquisition Corp. III (Nasdaq: MCAE)
 in February 17, 2023. He was the Chairman and Chief Executive Officer of Mountain Crest Acquisition
 Corp. III from March 2021 until it closed its business combination with Etao International Co., Ltd. He
 has been serving as the Chairman, Chief Executive Officer, and Chief Financial Officer
 of Mountain Crest Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. Dr. Liu was a director of PLBY Group, Inc. (Nasdaq: PLBY) from the closing of
 its business combination with Mountain Crest Acquisition Corp (Nasdaq: MCAC) in February 2021 until August 2021. He was the Chairman and Chief Executive Officer of Mountain Crest Acquisition
 Corp from November 2019 until it closed its business combination with PLBY Group, Inc. He served as the
 Head of Corporate Strategy of Hudson Capital Inc. (Nasdaq: HUSN) between May 2020 and September 2020, where he led the company's strategic development for both general operations and specific growth areas. Between
 November 2018 and April 2020, Dr. Liu served as the Chief Strategist of Mansion Capital LLC, a privately-held
 real estate investment firm with brokerage and property management operations serving
 clients from both North America and Asia for their investments in the U.S. real estate
 market. Prior to joining Mansion Capital, Dr. Liu was an investment strategist at
 J.P. Morgan Chase & Co. from July 2015 to October 2018, providing investment strategies to major Wall Street institutions spanning private
 equity, hedge funds and insurance companies, with a primary focus in commercial mortgages.
 Dr. Liu began his career in academia, teaching a variety of degree programs from bachelor's to executive education at Washington University Olin Business School between January 2013 and May 2015 while completing his doctoral studies, for which he received a PhD in finance
 in May 2015. Dr. Liu obtained a master's in finance in December 2012 and his BA in economics and mathematics summa cum laude in May 2010 from Washington University in St. Louis.

 Mr. Nelson Haight has been a member of our board of directors since April 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp (Nasdaq: MCAC) from January 2020 to February 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp. II (Nasdaq: MCAD) from October 2020 to October 2021. And he served as a member of the board of directors of Mountain Crest Acquisition
 Corp. III (Nasdaq: MCAE) from March 2021 to February 2023. He has also been serving as a member of the board of directors of Mountain Crest
 Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. A veteran in the oil and gas industry with over 30 years of professional experience,
 Mr. Haight currently serves as Senior Vice President, Chief Financial Officer and Treasurer
 for Key Energy Services, Inc., which he joined in June 2020. From September 2019 to June 2020, Mr. Haight was the interim Chief Financial Officer for Element Markets, LLC, an environmental
 commodities firm. From November 2018 to June 2019, Mr. Haight was the interim Chief Financial Officer for Epic Companies, LLC, a family office
 backed oilfield service company. Epic Companies filed for bankruptcy in August 2019. Between July 2017 and September 2018, Mr. Haight was the Chief Financial Officer of Castleton Resources, LLC, a privately held
 exploration and production company. From December 2011 to July 2017, Mr. Haight served in various capacities from Vice President to Chief Financial Officer
 at Midstates Petroleum Company, Inc., an exploration and production company founded
 in 1993 and focused on the application of modern drilling and completion techniques
 to oil/liquids-prone resources in previously discovered yet underdeveloped hydrocarbon
 trends. In 2015, Mr. Haight led the team that raised $625 million in new capital for Midstates Petroleum.
 Midstates Petroleum filed for Chapter 11 bankruptcy in April 2016, and Mr. Haight was instrumental in its successful reorganization and emergence from bankruptcy
 in October 2016. Mr. Haight received an MPA and BBA from the University of Texas at Austin in May 1988 and is a Certified Public Accountant and member of the American Institute of Certified
 Public Accountants.

 Dr. Todd Milbourn has been a member of our board of directors since April 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp (Nasdaq: MCAC) from January 2020 to February 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp. II (Nasdaq: MCAD) from October 2020 to October 2021. And he served as a member of the board of directors of Mountain Crest Acquisition
 Corp. III (Nasdaq: MCAE) from March 2021 to February 2023. He has also been serving as a member of the board of directors of Mountain Crest
 Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. Dr. Milbourn is the Vice Dean and Hubert C. and Dorothy R. Moog Professor of
 Finance at Washington University Olin Business School, where he has researched and
 built academic programs in the areas of corporate finance, executive compensation
 and credit ratings since June 2000. With expertise on valuation, corporate finance, corporate governance, executive
 compensation and corporate risk-taking, Dr. Milbourn has been retained as an expert
 by private firms as well as the U.S. Department of Justice in cases related to fair
 rates of return, breach of contract damages and executive compensation programs, among
 others. Dr. Milbourn is also the Director and Chair of the Audit Committee of the
 Xanthus Fund at Oppenheimer, an asset management company with over 1,000 financial
 advisors and more than $90 billion assets under administration. Dr. Milbourn obtained
 his PhD in finance from Indiana University Kelly School of Business in December 1995 and BA in economics and mathematics from Augustana College in May 1991.

 Mr. Wenhua Zhang has been a member of our board of directors since April 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp (Nasdaq: MCAC) from January 2020 to February 2021. He served as a member of the board of directors of Mountain Crest Acquisition
 Corp. II (Nasdaq: MCAD) from October 2020 to October 2021. And he served as a member of the board of directors of Mountain Crest Acquisition
 Corp. III (Nasdaq: MCAE) from March 2021 to February 2023. He has also been serving as a member of the board of directors of Mountain Crest
 Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. Mr. Zhang has been a Partner at Azia Capital Fund LP, a private investment firm, since
 October 2014. Mr. Zhang began his career in the financial industry as the Vice President of Equity Research
 in the technology, media and telecom sector with T. Rowe Price from August 2001 to May 2008, and later joined Bain Capital as Director of the Brookside Fund, a long short
 equity investments fund, between July 2008 and December 2010. From February 2011 to August 2012, Mr. Zhang was Senior Vice President and Portfolio Manager at Harvard Management Company,
 a wholly owned subsidiary of Harvard University charged with managing the university's endowment assets, and then as Partner and Portfolio Manager at Newport Asia LLC
 between October 2012 and October 2014, investing in Asia's high-growth companies on behalf of clients from institutions, endowments, and family
 offices. Mr. Zhang received an MBA with dual majors in finance and technology innovation from the
 Wharton School at the University of Pennsylvania in May 2001.

 Number and Terms of Office of Officers and Directors

 Our board of directors has five members, three of whom are deemed "independent" under
 SEC and Nasdaq rules. Our board of directors is divided into three classes with only
 one class of directors being elected in each year and each class serving a three-year
 term. The term of office of the first class of directors, consisting of Dr. Todd Milbourn
 and Wenhua Zhang, will expire at our first annual meeting of stockholders. The term
 of office of the second class of directors, consisting of Nelson Haight, will expire
 at the second annual meeting. The term of office of the third class of directors,
 consisting of Dr. Suying Liu, will expire at our third annual meeting of stockholders.
 We may not hold an annual meeting of stockholders until after we consummate our initial
 business combination.

 Our officers are appointed by the board of directors and serve at the discretion of
 the board of directors, rather than for specific terms of office. Our board of directors
 is authorized to appoint persons to the offices set forth in our bylaws as it deems
 appropriate. Our bylaws provide that our directors may consist of a chairman of the
 board, and that our officer may consist of chief executive officer, president, chief
 financial officer, executive vice president(s), vice president(s), secretary, treasurer
 and such other officers as may be determined by the board of directors.

 Executive Compensation

 No executive officer has received any cash compensation for services rendered to us.
 Until the completion of our initial business combination with a target business, we
 are paying to Mountain Crest Global Holdings LLC, a fee of $10,000 per month for providing
 us with office space and certain office and secretarial services. Other than the $10,000
 per month administrative fee, no compensation or fees of any kind, including finder's fees, consulting fees and other similar fees, will be paid to our insiders or any
 of the members of our management team, for services rendered prior to or in connection
 with the consummation of our initial business combination (regardless of the type
 of transaction that it is). However, such individuals will receive reimbursement for
 any out-of-pocket expenses incurred by them in connection with activities on our behalf,
 such as identifying potential target businesses, performing business due diligence
 on suitable target businesses and business combinations as well as traveling to and
 from the offices, plants or similar locations of prospective target businesses to
 examine their operations. There is no limit on the amount of out-of-pocket expenses
 reimbursable by us; provided, however, that to the extent such expenses exceed the
 available proceeds not deposited in the trust account and the interest income earned
 on the amounts held in the trust account, such expenses would not be reimbursed by
 us unless we consummate an initial business combination.

 After our initial business combination, members of our management team who remain
 with us may be paid consulting, management or other fees from the combined company
 with any and all amounts being fully disclosed to stockholders, to the extent then
 known, in the proxy solicitation materials furnished to our stockholders. It is unlikely
 the amount of such compensation will be known at the time of a stockholder meeting
 held to consider our initial business combination, as it will be up to the directors
 of the post-combination business to determine executive and director compensation.
 In this event, such compensation will be publicly disclosed at the time of its determination
 in a Current Report on Form 8-K, as required by the SEC.

 Director Independence

 Nasdaq listing standards require that within one year of the listing of our securities
 on the Nasdaq Capital Market we have at least three independent directors and that
 a majority of our board of directors be independent. An "independent director" is
 defined generally as a person other than an officer or employee of the company or
 its subsidiaries or any other individual having a relationship which in the opinion
 of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.
 Our Board of Directors had determined that Nelson Haight, Dr. Todd Milbourn and Wenhua
 Zhang are "independent director" as defined in the Nasdaq listing standards and applicable
 SEC rules. Our independent directors will have regularly scheduled meetings at which
 only independent directors are present.

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

 Audit Committee

 Our audit committee of the board of directors consists of Nelson Haight, Dr. Todd
 Milbourn and Wenhua Zhang, each of whom is an independent director. Dr. Todd Milbourn
 serves as chairman of the audit committee. The audit committee's duties, which are specified in our Audit Committee Charter, include, but are not
 limited to:

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

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

 discussing with management major risk assessment and risk management policies;

 monitoring the independence of the independent auditor;

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

 reviewing and approving all related-party transactions;

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

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

 appointing or replacing the independent auditor;

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

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

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

 Financial Experts on Audit Committee

 The audit committee is composed exclusively of "independent directors" who are "financially
 literate" as defined under the Nasdaq listing standards. The Nasdaq listing standards
 define "financially literate" as being able to read and understand fundamental financial
 statements, including a company's balance sheet, income statement and cash flow statement.

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

 Compensation Committee

 Our compensation committee of the board of directors consists of Nelson Haight, Dr.
 Todd Milbourn and Wenhua Zhang, each of whom is an independent director. Wenhua Zhang
 serves as chairman 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 Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving
 the remuneration (if any) of our Chief Executive Officer's based on such evaluation;

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

 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 charter 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 directly responsible for the appointment, compensation and oversight of the work
 of any such adviser. However, before engaging or receiving advice from a compensation
 consultant, external legal counsel or any other adviser, the compensation committee
 will consider the independence of each such adviser, including the factors required
 by NASDAQ and the SEC.

 Director Nominations

 We do not have a standing nominating committee, though we intend to form a corporate
 governance and nominating committee as and when required to do so by law or NASDAQ
 rules. In accordance with Rule 5605(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. Nelson Haight, Dr. Todd Milbourn and Wenhua Zhang will participate
 in the consideration and recommendation of director nominees. In accordance with Rule 5605(e)(1)(A) of the NASDAQ rules, all such directors are independent. As there is
 no standing nominating committee, we do not have a nominating committee charter in
 place.

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

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

 Compensation Committee Interlocks and Insider Participation

 We may not have a compensation committee in place prior to the completion of our initial
 business combination. Any executive compensation matters that arise prior to the time
 we have a compensation committee in place will be determined by our independent directors.
 None of our directors who currently serve as members of our compensation committee
 is, or has at any time in the past been, one of our officers or employees. None of
 our executive officers currently serves, or in the past year has served, as a member
 of the compensation committee of any other entity that has one or more executive officers
 serving on our board of directors. None of our executive officers currently serves,
 or in the past year has served, as a member of the board of directors of any other
 entity that has one or more executive officers serving on our compensation committee.

 Conflicts of Interest

 Investors should be aware of the following potential conflicts of interest:

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

 In the course of their other business activities, our officers and directors may become
 aware of investment and business opportunities which may be appropriate for presentation
 to our company as well as the other entities with which they are affiliated. For example,
 all of our directors and officers currently serve in management positions for MOUNTAIN
 CREST ACQUISITION CORP. III (Nasdaq: MCAE) and Mountain Crest Acquisition Corp. V
 (Nasdaq: MCAG), all of which are special purpose acquisition companies incorporated
 in Delaware. Our directors and officers may continue to involve in the formation of
 other special purpose acquisition companies in the future. Thus, our officers and
 directors may have conflicts of interest in determining to which entity a particular
 business opportunity should be presented.

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

 Unless we consummate our initial business combination, our officers, directors and
 other insiders will not receive reimbursement for any out-of-pocket expenses incurred
 by them to the extent that such expenses exceed the amount of available proceeds not
 deposited in the trust account.

 The insider shares beneficially owned by our officers and directors will be released
 from escrow only if our initial business combination is successfully completed. Additionally,
 if we are unable to complete an initial business combination within the required time
 frame, our officers and directors will not be entitled to receive any amounts held
 in the trust account with respect to any of their insider shares or private units.
 Furthermore, Mountain Crest Global Holdings LLC has agreed that the private units
 will not be sold or transferred by it until after we have completed our initial business
 combination. For the foregoing reasons, our board may have a conflict of interest
 in determining whether a particular target business is an appropriate business with
 which to effect our initial business combination.

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

 the corporation could financially undertake the opportunity;

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

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

 Accordingly, as a result of multiple business affiliations, our officers and directors
 may have similar legal obligations relating to presenting business opportunities meeting
 the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation
 provides that the doctrine of corporate opportunity will not apply with respect to
 any of our officers or directors in circumstances where the application of the doctrine
 would conflict with any fiduciary duties or contractual obligations they may have.
 In order to minimize potential conflicts of interest which may arise from multiple
 affiliations, our officers and directors (other than our independent directors) have
 agreed to present to us for our consideration, prior to presentation to any other
 person or entity, any suitable opportunity to acquire a target business, until the
 earlier of: (1) our consummation of an initial business combination and (2) May 16, 2023. This agreement is, however, subject to any pre-existing fiduciary and contractual
 obligations such officer or director may

 from time to time have to another entity.
 Accordingly, if any of them becomes aware of a business combination opportunity which
 is suitable for an entity to which he or she has pre-existing fiduciary or contractual
 obligations, he or she will honor his or her fiduciary or contractual obligations
 to present such business combination opportunity to such entity, and only present
 it to us if such entity rejects the opportunity. We do not believe, however, that
 the pre-existing fiduciary duties or contractual obligations of our officers and directors
 will materially undermine our ability to complete our business combination because
 in most cases the affiliated companies are closely held entities controlled by the
 officer or director or the nature of the affiliated company's business is such that it is unlikely that a conflict will arise.

 The following table summarizes the current material pre-existing fiduciary or contractual
 obligations of our officers, directors and director nominees:

 Name of Individual

 Name of Affiliated Company

 Entity's Business

 Affiliation

 Better Therapeutics Inc.

 Healthcare

 ETAO International Co., Ltd.

 Healthcare

 Mountain Crest Acquisition Corp. IV

 Special purpose acquisition company

 Chairman, Chief Executive Officer, and Chief Financial Officer

 Key Energy Services, Inc.

 Energy

 Senior Vice President, Chief Financial Officer and Treasurer

 Mountain Crest Acquisition Corp. IV

 Special purpose acquisition company

 Todd Milbourn

 Washington University Olin Business School

 Higher Education

 Vice Dean and Professor

 Mountain Crest Acquisition Corp. IV

 Special purpose acquisition company

 Azia Capital LP

 Finance

 Partner

 Mountain Crest Acquisition Corp. IV

 Special purpose acquisition company

 Our insiders, including our officers and directors, have agreed to vote any shares
 of common stock held by them in favor of our initial business combination. In addition,
 they have agreed to waive their respective rights to receive any amounts held in the
 trust account with respect to their insider shares and private shares if we are unable
 to complete our initial business combination within the required time frame. If they
 purchased shares of common stock in the Company's IPO or in the open market, however, they would be entitled to receive their pro
 rata share of the amounts held in the trust account if we are unable to complete our
 initial business combination within the required time frame, but have agreed not to
 convert such shares in connection with the consummation of our initial business combination.

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

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

 Limitation on Liability and Indemnification of Directors and Officers

 Our certificate of incorporation provides that our directors and officers will be
 indemnified by us to the fullest extent authorized by Delaware law as it now exists
 or may in the future be amended. In addition, our certificate of incorporation provides
 that our directors will not be personally liable for monetary damages to us for breaches
 of their fiduciary duty as directors, unless they violated their duty of loyalty to
 us or our stockholders, acted in bad faith, knowingly or intentionally violated the
 law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful
 redemptions, or derived an improper personal benefit from their actions as directors.
 Notwithstanding the foregoing, as set forth in our certificate of incorporation, such
 indemnification will not extend to any claims our insiders may make to us to cover
 any loss that they may sustain as a result of their agreement to pay debts and obligations
 to target businesses or vendors or other entities that are owed money by us for services
 rendered or contracted for or products sold to us as described elsewhere in the Prospectus.

 Our bylaws also permits us to secure insurance on behalf of any officer, director
 or employee for any liability arising out of his or her actions, regardless of whether
 Delaware law would permit indemnification. We have purchased a policy of directors' and officers' liability insurance that insures our directors and officers against the cost of defense,
 settlement or payment of a judgment in some circumstances and insures us against our
 obligations to indemnify the directors and officers.

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

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

 Code of Ethics

 We adopted a code of conduct and ethics applicable to our directors, officers and
 employees in accordance with applicable federal securities laws. The code of ethics
 codifies the business and ethical principles that govern all aspects of our business.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of 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 SEC initial reports of ownership and reports of changes in ownership of our
 shares of Common Stock and other equity securities. These executive officers, directors,
 and greater than 10% beneficial owners are required by SEC regulation to furnish us
 with copies of all Section 16(a) forms filed by such reporting persons.

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

 Item 1 1.

 Executive Compensation.

 Employment Agreements

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

 Executive Officers and Director Compensation

 No executive officer has received any cash compensation for services rendered to us.
 We currently pays our sponsor an aggregate fee of $10,000 per month for providing
 us with office space and certain office and secretarial services. However, this arrangement
 is solely for our benefit and is not intended to provide our Chief Executive Officer
 compensation in lieu of a salary.

 Our officers and directors will also receive reimbursement for any out-of-pocket expenses
 incurred by them in connection with activities on our behalf, such as identifying
 potential target businesses, performing business due diligence on suitable target
 businesses and business combinations as well as traveling to and from the offices,
 plants or similar locations of prospective target businesses to examine their operations.
 There is no limit on the amount of out-of-pocket expenses reimbursable by us provided,
 however, that to the extent such expenses exceed the available proceeds not deposited
 in the trust account, such expenses would not be reimbursed by us unless we consummate
 an initial business combination. Our audit committee will review and approve all reimbursements
 made to our sponsor, officers, directors or their respective affiliates, with any
 interested director abstaining from such review and approval.

 After our initial business combination, members of our management team who remain
 with us may be paid consulting, management or other fees from the combined company
 with any and all amounts being fully disclosed to stockholders, to the extent then
 known, in the proxy solicitation materials furnished to our stockholders. However,
 the amount of such compensation may not be known at the time of the stockholder meeting
 held to consider our initial business combination, as it will be up to the directors
 of the post-combination business to determine executive and director compensation.
 In this event, such compensation will be publicly disclosed at the time of its determination
 in a Current Report on Form 8-K or a periodic report, as required by the SEC.

 ITEM 12.

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

 The following table sets forth as of August 23,
2024 the number of shares of Common Stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more
than five percent of our issued and outstanding shares of Common Stock (ii) each of our officers and directors; and (iii) all of our officers
and directors as a group. As of August 23, 2024, we had 3,094,263 shares of Common Stock issued and outstanding.

 Unless otherwise indicated, we believe that all persons named in the table have sole
 voting and investment power with respect to all shares of Common Stock beneficially
 owned by them. The following table does not reflect record of beneficial rights included
 in the units or the private rights issued pursuant to the Company's initial public offering as these rights are not convertible until consummation of
 the Company's initial business combination.

 Name and Address of Beneficial Owner (1)

 Number of
Shares

 Beneficially
Owned

 Approximate
Percentage of
Outstanding
Common Stock

 Suying Liu (2)

 2,165,800

 2,165,800

 2,400

 *

 Todd T. Milbourn

 2,400

 *

 2,400

 *

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

 2,173,000

 70.23
 %

 Mountain Crest Global Holdings LLC (3)

 2,165,800

 69.99
 %

 Meteora Capital, LLC (4)

 340,818

 11.01
 %

 *
 Less than one percent.

 (1)
 Unless otherwise noted, the business address of each of the
following entities or individuals is c/o Mountain Crest Acquisition Corp. V, 311 West 43rd Street, 12th Floor, New York, New York 10036.

 (2)
 On March 28, 2023, Dr. Suying Liu resigned from his position
as the managing member of the Sponsor, and as result, he no longer has any voting and dispositive power over the shares owned by the
Sponsor.

 (3)
 Suying Liu has voting and dispositive power over the shares owned
by the Sponsor.

 (4)
 Based on information provided in an Amended Schedule 13G
filed on February 14, 2024. Meteora Capital, LLC and Vik Mittal (together, the "Reporting Persons") made certain joint
filing statement, dated February 14, 2024. Each of the Reporting Persons disclaims beneficial ownership of the Company's shares
of Common Stock except to the extent of that person's pecuniary interest therein. The address of the principal office of the Reporting
Persons is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

 All of the founder shares issued pursuant to our IPO are placed in escrow with Continental
 Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of
 the founder shares, the earlier of one year after the date of the consummation of
 our initial business combination and the date on which the closing price of our shares
 of common stock equals or exceeds $12.50 per share (as adjusted for share splits,
 share capitalizations, reorganizations and recapitalizations) for any 20 trading days
 within any 30-trading day period commencing after our initial business combination
 and (2) with respect to the remaining 50% of the founder shares, one year after the
 date of our consummation of the initial business combination, or earlier, in either
 case, if, subsequent to the initial business combination, we consummates a liquidation,
 merger, stock exchange or other similar transaction which results in all of the shareholders
 having the right to exchange their shares of common stock for cash, securities or
 other property.

 During the escrow period, the holders of these shares will not be able to sell or
 transfer their securities except for transfers, assignments or sales (i) among our
 initial stockholders or to our initial stockholders' members, officers, directors, consultants or their affiliates, (ii) to a holder's stockholders or members upon its liquidation, (iii) by bona fide gift to a member
 of the holder's immediate family or to a trust, the beneficiary of which is the holder or a member
 of the holder's immediate family, for estate planning purposes, (iv) by virtue of the laws of descent
 and distribution upon death, (v) pursuant to a qualified domestic relations order,
 (vi) to us for no value for cancellation in connection with the consummation of our
 initial business combination, or (vii) in connection with the consummation of a business
 combination at prices no greater than the price at which the shares were originally
 purchased, in each case (except for clause (vi) or with our prior consent) where the
 transferee agrees to the terms of the escrow agreement and to be bound by these transfer
 restrictions, but will retain all other rights as our stockholders, including, without
 limitation, the right to vote their shares of common stock and the right to receive
 cash dividends, if declared. If dividends are declared and payable in shares of common
 stock, such dividends will also be placed in escrow. If we are unable to effect a
 business combination and liquidate, there will be no liquidation distribution with
 respect to the founder shares.

 Our insiders, officers and directors may, but are not obligated to, loan us funds,
 from time to time or at any time, in whatever amount they deem reasonable in their
 sole discretion. Each loan would be evidenced by a promissory note. The notes would
 either be paid upon consummation of our initial business combination, without interest,
 or, at the lender's discretion, up to $1,500,000 of the notes may be converted into units at a price
 of $10.00 per unit. The units would consist of one share of our common stock and one
 right, which common stock and rights would be identical to the common stock and rights
 included in the private units. 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 other proceeds from our trust account
 would be used for such repayment.

 ITEM 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Founder Shares

 On April 8, 2021, the Company issued 1,437,500 shares of Common Stock (the "Insider Shares")
 to the Sponsor for an aggregate purchase price of $25,000. The 1,437,500 Insider Shares
 include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor
 to the extent that the underwriters' over-allotment is not exercised in full or in part, so that the Sponsor will collectively
 own 20% of the Company's issued and outstanding shares after the Initial Public Offering (assuming the Sponsor
 does not purchase any Public Shares in the Initial Public Offering and excluding the
 Private Shares). In connection with the increase in the size of the offering, on November 2, 2021, the company declared a 20% stock dividend on each insider share thereby increasing
 the number of issued and outstanding Insider Shares to 1,725,000, including up to
 an aggregate of 225,000 shares of Common Stock subject to forfeiture by our insiders
 to the extent that the underwriters' over-allotment option is not exercised in full or in part. The stock dividend was
 considered in substance a recapitalization transaction, which was recorded and presented
 retroactively. As a result of the underwriters' election to fully exercise their over-allotment option on November 18, 2021, no Insider Shares are currently subject to forfeiture.

 Administrative Support Agreement

 The Company agreed, commencing on November 12, 2021, to pay the Sponsor, affiliates, or advisors a total of up to $10,000 per
 month for office space, utilities, out of pocket expenses, and secretarial and administrative
 support. The arrangement will terminate upon the earlier of the Company's consummation of a Business Combination or its liquidation. For the year ended December 31, 2023 and 2022, the Company incurred and paid $120,000 and $120,000 in fees for
 these services, respectively.

 Promissory Notes

 On October 30, 2023, the Company issued an unsecured
promissory note in the aggregate principal amount up to $400,000 (the "2023 Sponsor Note") to the Company's Sponsor.
Pursuant to the 2023 Sponsor Note, the Sponsor agreed to loan to the Company an aggregate amount up to $400,000 that may be drawn down
by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the 2023 Sponsor Note is due payable
by the Company on the earlier of: (i) the date on which Company consummates an initial Business Combination with a target business, or
(ii) the date the Company liquidates if a Business Combination is not consummated. The 2023 Sponsor Note does not bear interest. In the
event that the Company does not consummate a Business Combination, the 2023 Sponsor Note will be repaid only from amounts remaining outside
of the Company's trust account, if any. The proceeds of the 2023 Sponsor Note will be used by the Company for working capital purposes.
As of December 31, 2023, there was $200,000 outstanding under the 2023 Sponsor Note.

 Further, on August 14, 2024, the Company issued an unsecured promissory
note in the aggregate principal amount up to $500,000 (the "2024 Sponsor Note") to the Company's Sponsor. Pursuant to
the 2024 Sponsor Note, the Sponsor agreed to loan to the Company an aggregate amount up to $500,000 that may be drawn down by the Company
from time to time by written notice to the Sponsor. The aggregate amount advanced under the 2024 Sponsor Note is due payable by the Company
on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date
the Company liquidates if a business combination is not consummated. The 2024 Sponsor Note does not bear interest. In the event that the
Company does not consummate a business combination, the 2024 Sponsor Note will be repaid only from amounts remaining outside of the Company's
trust account, if any. The proceeds of the 2024 Sponsor Note will be used by the Company for working capital purposes.

 Related Party Loans

 In order to finance transaction costs in connection with a Business Combination, the
 Sponsor, an affiliate of the Sponsor, or the Company's officers and directors may, but are not obligated to, loan the Company funds from
 time to time or at any time, as may be required ("Working Capital Loans"). Each Working
 Capital Loan would be evidenced by a promissory note. The Working Capital Loans would
 either be paid upon consummation of a Business Combination, without interest, or,
 at the holder's discretion, up to $1,500,000 of the Working Capital Loans may be converted into
 Private Units at a price of $10.00 per unit. The Private Units would be identical
 to the Private Units. In the event that a Business Combination does not close, the
 Company may use a portion of the proceeds held outside the Trust Account to repay
 the Working Capital Loans, but no proceeds held In the Trust Account would be used
 to repay the Working Capital Loans.

 On February 15, 2023, the Company issued a non-interest bearing, unsecured promissory note in the
 aggregate principal amount of $300,000 (the "Note") to the Sponsor. Pursuant to the
 Note, the Sponsor loaned the Company an aggregate amount of $300,000 that is due and
 payable upon the Company's consummation of an initial Business Combination with a target business. The Note
 will either be paid upon consummation of the Company's initial Business Combination, or, at the Sponsor's discretion, converted upon consummation of the Company's Business Combination into private units at a price of $10.00 per unit. The loan
 will be forgiven, except to the extent of any funds held outside of the trust account,
 by the Sponsor or its affiliates if the Company is unable to consummate an initial
 Business Combination during the Combination Period. On May 16, 2023, the Company and the Sponsor entered into an amendment to the Note, pursuant
 to which the Note and the forgiveness term was extended from May 16, 2023 to November 16, 2024.

 On September 13, 2023, as approved by the Company's audit committee, the Company entered into the Note Conversion Agreement with the
 Sponsor, to convert the Note into 75,000 shares of the Company's Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance
 of 75,000 shares of Common Stock.

 As of December 31, 2023 and 2022, there were no outstanding amounts under this Note.

 ITEM 14.

 Principal Accountant
 Fees and Services.

 The firm of UHY LLP, or UHY, acts as our independent
 registered public accounting firm. The following is a summary of fees paid to UHY for services rendered.

 Audit Fees. For the year ended December 31,
 2023 and 2022, fees for our independent registered public accounting firm were approximately $201,387 and $84,204, respectively,
 for the services UHY performed in connection with the review of our quarterly reports and the audit of our December 31, 2023
 and 2022 financial statements included in the Annual Report on Form 10-K.

 Audit-Related Fees. For the year ended
 December 31, 2023 and 2022, our independent registered public accounting firm did not render assurance and related services
 related to the performance of the audit or review of financial statements.

 Tax Fees. For the year ended December 31,
 2023 and 2022, fees for our independent registered public accounting firm were approximately $5,650 and $4,625, respectively, for
 the services to us for tax compliance, tax advice and tax planning.

 All Other Fees. For the year ended
 December 31, 2023 and 2022, there were $0 and $24,372 fees billed for products and services provided by our independent
 registered public accounting firm other than those set forth above.

 Pre-Approval Policy

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

 PART
 IV

 ITEM 15.

 Exhibits, Financial
 Statement Schedules

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

 (1)
 Financial Statements:

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB Number 1195)

 Balance Sheets as of December 31, 2023 and 2022 (restated)

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

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

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

 Notes to Financial Statements

 F-7 to F-27

 (2)

 Financial Statement Schedules:

 None.

 (3)

 Exhibits

 We hereby file as part of this Report the exhibits
 listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public
 reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can
 also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates
 or on the SEC website at www.sec.gov.

 Exhibit No.

 Description

 2.1

 Joinder Agreement, dated as of January 27, 2023, by and between Mountain Crest Acquisition Corp. V, AUM Biosciences Pte. Ltd., AUM Biosciences Limited, AUM Biosciences Subsidiary Pte. Ltd. and AUM Biosciences Delaware 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 January 30, 2023)

 2.2

 Amendment to Business Combination Agreement, dated as of February 10, 2023, by and among Mountain Crest Acquisition Corp. V, AUM Biosciences Pte. Ltd., AUM Biosciences Limited, AUM Biosciences Subsidiary Pte. Ltd., and AUM Biosciences Delaware 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 13, 2023)

 2.3

 Amendment No. 2 to Business Combination Agreement, dated as of March 30, 2023, by and among Mountain Crest Acquisition Corp. V, AUM Biosciences Pte. Ltd., AUM Biosciences Limited, AUM Biosciences Subsidiary Pte. Ltd., and AUM Biosciences Delaware 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 March 30, 2023)

 2.4

 Amendment No. 3 to Business Combination Agreement, dated as of April 19, 2023, by and among Mountain Crest Acquisition Corp. V, AUM Biosciences Pte. Ltd., AUM Biosciences Limited, AUM Biosciences Subsidiary Pte. Ltd., and AUM Biosciences Delaware 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 April 19, 2023)

 3.1

 Second Amendment to the Amended and Restated Certificate of Incorporation of Mountain Crest Acquisition Corp., V dated May 12, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 12, 2023)

 3.2

 Third Amendment to the Amended and Restated Certificate of Incorporation of Mountain Crest Acquisition Corp., V dated August 21, 2023 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the Securities & Exchange Commission on August 21, 2023)

 4.5*

 Description of Securities

 10.1

 Promissory Note issued by Mountain Crest Acquisition Corp. V to Mountain Crest Global Holdings LLC on February 15, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 16, 2023)

 10.2

 Promissory Note issued by UHY Advisors/UHY LLP to Mountain Crest Acquisition Corp. V on March 31, 2023 (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2023)

 10.3

 Amendment to Promissory Note between Mountain Crest Acquisition Corp. V and Mountain Crest Global Holdings LLC dated May 16, 2023 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities & Exchange Commission on August 21, 2023)

 10.4^

 Vendor Liability Conversion Agreement entered by and between Mountain Crest Acquisition Corp. V and Vendor No. 1, dated September 13, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 19, 2023)

 10.5^

 Vendor Liability Conversion Agreement entered by and between Mountain Crest Acquisition Corp. V and Vendor No. 2, dated September 13, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 19, 2023)

 10.6^

 Vendor Liability Conversion Agreement entered by and between Mountain Crest Acquisition Corp. V and Vendor No. 3, dated September 13, 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 19, 2023)

 10.7^

 Vendor Liability Conversion Agreement entered by and between Mountain Crest Acquisition Corp. V and Vendor No. 4, dated September 13, 2023 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 19, 2023)

 10.8^

 Note Conversion Agreement entered by and between Mountain Crest Acquisition Corp. V and Mountain Crest Global Holdings LLC, dated September 13, 2023 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 19, 2023)

 10.9

 Promissory
 Note, dated October 30, 2023 between Mountain Crest Acquisition Corp. V, as Maker and Mountain Crest Global Holdings LLC as Payee
 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on
 November 1, 2023)

 10.10

 Promissory Note, dated August 14, 2024 between Mountain Crest Acquisition
Corp. V, as Maker and Mountain Crest Global Holdings LLC as Payee (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed with the Securities & Exchange Commission on August 15, 2024)

 31.1*

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

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certifications of Chief Executive Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certifications of Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

 99.7*

 Clawback Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Document

 *
 Filed herewith.

 **
 Furnished herewith.

 ^

 Certain terms have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Registrant hereby undertakes to furnish copies of any of the terms upon request by the SEC.

 ITEM 16.

 FORM 10-K SUMMARY

 Not Applicable.

 SIGNATURES

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

 Dated: August 23, 2024

 By:

 /s/ Suying Liu

 Name:

 Title:

 Chief Executive Officer and Chief Financial Officer

 (Principal Executive Officer, 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.

 Pursuant to the requirements of the Securities
 Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chief Executive Officer (Principal executive officer),
Chief
 Financial Officer (Principal financial and accounting officer), and Chairman

 August 23, 2024

 /s/

 August 23,
 2024

 /s/
 Todd Milbourn

 August 23,
 2024

 Todd Milbourn

 /s/

 August 23,
 2024

 Report of Independent Registered Public Accounting Firm (PCAOB Number 1195)

 Financial
 Statements:

 Balance
 Sheets as of December 31, 2023 and 2022 (restated)

 Statements
 of Operations for the year ended December 31, 2023 and 2022 (restated)

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

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

 Notes to Financial Statements

 to F-28

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Stockholders
 and the Board of Directors of

 Mountain Crest
 Acquisition Corp. V

 Opinion on
 the Financial Statements

 We have audited
 the accompanying balance sheets of Mountain Crest Acquisition Corp. V (the "Company") as of December 31, 2023 and 2022,
 and the related statements of operations, changes in stockholders' deficit, and cash flows for each of the years in the two-year
 period ended December 31, 2023, and the related notes (collectively, 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 years in the two-year period ended December 31, 2023, in conformity with accounting
 principles generally accepted in the United States of America.

 Emphasis
of Matter - Restatement

 As discussed
in Note 2 to the financial statements, the accompanying financial statements as of and for the year ended December 31, 2022 have been
restated to correct misstatements. Our opinion is not modified with respect to that matter.

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

 The accompanying
 financial statements have been prepared assuming that the Company will continue as a going concern. As
 discussed in Note 1 to the financial statements, the Company has incurred and expects to continue to incur significant costs in
 pursuit of its acquisition plans and the Company's cash and working capital are not sufficient to complete its planned activities
 one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company's
 ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans
 regarding these matters are also described in Note 1 to the financial statements. The financial statements do not include
 any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 Basis for
 Opinion

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

 We conducted
our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, 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/ UHY LLP

 We have served as the Company's auditor since 2021.

 New York, New York

 August 23, 2024

 PCAOB Number 1195

 F- 2

 BALANCE SHEETS

 2023

 2022

(As restated)

 ASSETS

 Current assets

 Cash

 $
 16,089

 $
 259,408

 Prepaid expenses

 -

 11,430

 Total Current assets

 16,089

 270,838

 Investments held in Trust Account

 5,613,395

 19,572,432

 TOTAL ASSETS

 $
 5,629,484

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable and accrued expenses

 $
 582,432

 $
 319,873

 Income taxes payable

 289,588

 180,872

 Excise taxes payable

 146,924

 -

 Promissory note

 52,877

 -

 Promissory note – related party

 200,000

 -

 Interest payable

 5,587

 -

 Total Current liabilities

 1,277,408

 500,745

 Deferred underwriting fee payable

 TOTAL LIABILITIES

 3,347,408

 2,570,745

 COMMITMENTS AND CONTINGENCIES

 Common stock subject to possible redemption, $ 0.0001 par value, 519,321 and 1,934,108 shares at redemption value of $ 10.74 and $ 10.11 per share as of December 31, 2023 and 2022, respectively

 5,579,231

 19,550,035

 Stockholders' Deficit

 Common Stock; $ 0.0001 par value; 30,000,000 shares authorized; 2,650,900 and 2,125,900 issued and outstanding (excluding 519,321 and 1,934,108 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

 Additional paid-in capital

 1,946,827

 -

 Accumulated deficit

 ( 5,244,248
)

 ( 2,277,723
)

 Total Stockholders' Deficit

 ( 3,297,155
)

 ( 2,277,510
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 5,629,484

 $

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

 F- 3

 STATEMENTS OF OPERATIONS

 For the

Year Ended

 2023

 2022

(As restated)

 General and administrative expenses

 $
 2,654,975

 $
 746,913

 Loss from operations

 ( 2,654,975
)

 ( 746,913
)

 Other income (expense):

 Interest earned on investments held in Trust Account

 510,728

 932,256

 Interest expense

 ( 5,587
)

 -

 Total other income, net

 505,141

 932,256

 (Loss) income before provision for income taxes

 ( 2,149,834
)

 185,343

 Provision for income taxes

 ( 101,282
)

 ( 180,872
)

 Net (loss) income

 $
)

 $
 4,471

 Weighted average shares outstanding of redeemable common stock

 1,029,765

 6,682,317

 Basic and diluted loss per share, redeemable common stock

 $
 ( 0.20
)

 $
 0.03

 Weighted average shares outstanding of non-redeemable common stock

 2,284,119

 2,125,900

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

 $
 ( 0.90
)

 $
 ( 0.08
)

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

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Common Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance – December 31, 2021

 2,125,900

 $

 $
 -

 $
 ( 1,602,712
)

 $
 ( 1,602,499
)

 Accretion for common stock subject to redemption amount

 -

 -

 -

 ( 679,482
)

 ( 679,482
)

 Net income

 -

 -

 -

 4,471

 4,471

 Balance – December 31, 2022

 2,125,900

 -

 ( 2,277,723
)

 ( 2,277,510
)

 Accretion for common stock subject to redemption amount

 -

 -

 ( 153,120
)

 ( 568,485
)

 ( 721,605
)

 Excise tax payable attributable to redemption of common stock

 -

 -

 -

 ( 146,924
)

 ( 146,924
)

 Conversion of Promissory Note payable

 75,000

 299,992

 -

 300,000

 Conversion of Vendor liability

 450,000

 1,799,955

 -

 1,800,000

 Net loss

 -

 -

 -

)

)

 Balance – December 31, 2023

 2,650,900

 $

 $
 1,946,827

 $
 ( 5,244,248
)

 $
 ( 3,297,155
)

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

 F- 5

 STATEMENTS OF CASH FLOWS

 For the

Years Ended

 2023

 2022

 Cash Flows from Operating Activities:

 Net (loss) income

 $
)

 $
 4,471

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

 Interest earned on investments held in Trust Account

 ( 510,728
)

 ( 932,256
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 11,430

 85,989

 Interest payable

 5,587

 -

 Income taxes payable

 108,716

 180,872

 Accounts payable and accrued expenses

 2,165,436

 214,574

 Net cash used in operating activities

 ( 470,675
)

 ( 446,350
)

 Cash Flows from Investing Activities:

 Investment of cash into Trust Account

 ( 351,932
)

 -

 Cash withdrawn from Trust Account to pay franchise and income taxes

 129,288

 231,220

 Cash withdrawn from Trust Account in connection with redemption

 14,692,409

 50,129,447

 Net cash provided by investing activities

 14,469,765

 50,360,667

 Cash Flows from Financing Activities:

 Proceeds from promissory note – related party

 200,000

 -

 Repayment of promissory note

 ( 50,000
)

 -

 Proceeds from convertible promissory note – related party

 300,000

 -

 Redemption of common stock

 ( 14,692,409
)

 ( 50,129,447
)

 Net cash used in financing activities

 ( 14,242,409
)

 ( 50,129,447
)

 Net Change in Cash

 ( 243,319
)

 ( 215,130
)

 Cash – Beginning of period

 259,408

 474,538

 Cash – End of period

 $
 16,089

 $
 259,408

 Non-Cash Investing and Financing Activities:

 Accretion for common stock subject to redemption amount

 $
 721,605

 $
 679,482

 Excise tax payable attributable to redemption of common stock

 $
 146,924

 $
 -

 Conversion of accounts payable to promissory notes

 $
 102,877

 $
 -

 Conversion of convertible promissory note - related party

 $
 300,000

 $
 -

 Conversion of vendor liability

 $
 1,800,000

 $
 -

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

 F- 6

 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 Mountain Crest Acquisition Corp. V (the "Company") is a blank check company that was
 incorporated in Delaware on April 8, 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 (the "Business Combination"). Although the Company is
 not limited to a particular industry or sector for purposes of consummating a Business
 Combination, the Company intends to focus its search on private companies in North
 America and Asia Pacific regions that have positive operating cash flow or compelling
 economics and clear paths to positive operating cash flow, significant assets, and
 successful management teams that are seeking access to the U.S. public capital markets.
 The Company is an early stage and emerging growth company and, as such, the Company
 is subject to all of the risks associated with early stage and emerging growth companies.

 As of December 31, 2023, the Company had not commenced any operations. All activity for the period
 from April 8, 2021 (inception) through December 31, 2023 relates to the Company's formation, the initial public offering ("Initial Public Offering"), which is described
 below, and subsequent to the Initial Public Offering, identifying a target company
 for a Business Combination. The Company will not generate any operating revenues until
 after the completion of its initial Business Combination, at the earliest. The Company
 will generate non-operating income in the form of interest income from the proceeds
 derived from the Initial Public Offering.

 The registration statement for the Company's Initial Public Offering was declared effective on November 12, 2021. On November 16, 2021, the Company consummated the Initial Public Offering of 6,000,000 units (the "Units") and, with respect to the shares of common stock, par value $ 0.0001 per share (the "Common Stock") included in the Units sold, the public shares sold
 in the Initial Public Offering (the "Public Shares") at $ 10.00 per Unit, generating gross proceeds of $ 60,000,000, which is described in Note 4.

 Simultaneously with the closing of the Initial Public Offering, the Company consummated
 the sale of 205,000 units (the "Private Units") at a price of $ 10.00 per Private Unit in a private placement to Mountain Crest Global Holdings LLC (the
 "Sponsor") generating gross proceeds of $ 2,050,000, which is described in Note 5.

 Following the closing of the Initial Public Offering on November 16, 2021, an amount of $60,000,000 ($10.00 per Unit) from the net proceeds of the sale
 of the Units in the Initial Public Offering and the sale of the Private Units was
 placed in a trust account (the "Trust Account"), which was invested in money market
 funds, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company
 Act"), with a maturity of 180 days or less or in any open-ended investment company
 that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
 of: (i) the consummation of a Business Combination or (ii) the distribution of the
 funds in the Trust Account as described below.

 On November 18, 2021, the underwriters fully exercised their over-allotment option, resulting in
 an additional 900,000 Units issued for an aggregate amount of $ 9,000,000. In connection with the underwriters' full exercise of their over-allotment option, the Company also consummated the sale
 of an additional 18,000 Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 180,000. A net total of $ 9,000,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the
 Trust Account to $ 69,000,000.

 Transaction costs amounted to $ 5,090,361 consisting of $ 1,380,000 of underwriting fees, $ 2,070,000 of deferred underwriting fees and $ 1,640,361 of other offering costs (which includes $ 1,383,617 of Representative Shares (as defined in Note 7) at fair value. See Note 7).

 F- 7

 The Company's management has broad discretion with respect to the specific application of the
 net proceeds of the Initial Public Offering and the sale of the Private Units, although
 substantially all of the net proceeds are intended to be applied generally toward
 consummating a Business Combination. The Company's initial Business Combination must be with one or more target businesses that together
 have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (less any deferred underwriting
 commissions and net of amounts previously released to the Company to pay its tax obligations)
 at the time of the signing of an agreement to enter into a Business Combination. The
 Company will only complete a Business Combination if the post-Business Combination
 company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires
 a controlling interest in the target sufficient for it not to be required to register
 as an investment company under the Investment Company Act. There is no assurance that
 the Company will be able to successfully effect a Business Combination.

 The Company will provide its holders of the outstanding Public Shares (the "public
 stockholders") with the opportunity to redeem all or a portion of their Public Shares
 upon the completion of a Business Combination either (i) in connection with a stockholder
 meeting called to approve the Business Combination or (ii) by means of a tender offer.
 The decision as to whether the Company will seek stockholder approval of a Business
 Combination or conduct a tender offer will be made by the Company, solely in its discretion.
 The stockholders will be entitled to redeem their shares for a pro rata portion of
 the amount then on deposit in the Trust Account (initially $10.00 per share, plus
 any pro rata interest earned on the funds held in the Trust Account and not previously
 released to the Company to pay its tax obligations). The per-share amount to be distributed
 to stockholders who redeem their shares will not be reduced by the deferred underwriting
 commission the Company will pay to the underwriters (as discussed in Note 6).

 The Company will proceed with a Business Combination if a majority of the outstanding
 shares voted are voted in favor of the Business Combination. If a stockholder vote
 is not required by law and the Company does not decide to hold a stockholder vote
 for business or other legal reasons, the Company will, pursuant to its Amended and
 Restated Certificate of Incorporation, as amended (the "Charter"), conduct the redemptions
 pursuant to the tender offer rules of the Securities and Exchange Commission ("SEC"),
 and file tender offer documents with the SEC prior to completing a Business Combination.
 If, however, stockholder approval of the transaction is required by law, or the Company
 decides to obtain stockholder approval for business or other legal reasons, the Company
 will offer to redeem shares in conjunction with a proxy solicitation pursuant to the
 proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder
 approval in connection with a Business Combination, the Company's Sponsor has agreed to (a) vote its Insider Shares (as defined in Note 5), Private
 Shares and any Public Shares held by it in favor of a Business Combination and (b)
 not to redeem any shares in connection with a stockholder vote to approve a Business
 Combination or sell any such shares to the Company in a tender offer in connection
 with a Business Combination. Additionally, each public stockholder may elect to redeem
 their Public Shares irrespective of whether they vote for or against the proposed
 transaction.

 Notwithstanding the above, if the Company seeks stockholder approval of a Business
 Combination and it does not conduct redemptions pursuant to the tender offer rules,
 the Charter provides that a public stockholder, together with any affiliate of such
 stockholder or any other person with whom such stockholder is acting in concert or
 as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be
 restricted from redeeming its shares with respect to more than an aggregate of 20%
 or more of the Public Shares, without the prior consent of the Company.

 The Sponsor has agreed to (i) waive its redemption rights with respect to Insider
 Shares, Private Shares and any Public Shares it may acquire during or after the Initial
 Public Offering in connection with the consummation of a Business Combination and
 (ii) not to propose an amendment to the Company's Charter that would affect the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete
 a Business Combination, unless the Company provides the public stockholders an opportunity
 to redeem their Public Shares in conjunction with any such amendment. However, the
 Sponsor will be entitled to liquidating distributions with respect to any Public Shares
 acquired if the Company fails to consummate a Business Combination or liquidates within
 the period of time for the Company to complete a Business Combination (the "Combination
 Period").

 F- 8

 The Company initially had until November 16, 2022 (or until February 16, 2023 if the Company had executed a definitive agreement for a Business Combination
 by November 16, 2022 but had not completed the Business Combination by such date) to consummate
 a Business Combination. On October 19, 2022, upon the upon the execution of a Business Combination Agreement, the Combination
 Period under its Charter was extended for a period of 3 months from November 16, 2022 to February 16, 2023. Subsequently, as approved by its stockholders at the special meeting of stockholders
 held on December 20, 2022, the Company entered into an amendment to the Investment Management Trust
 Agreement, dated as of November 12, 2021, with Continental Stock Transfer & Trust Company, on December 20, 2022 (the "Trust Amendment"). Pursuant to the Trust Amendment, the Company extended
 the Combination Period from February 16, 2023 to May 16, 2023 by depositing $ 300,000 into the Company's trust account (the "Trust Account") on February 15, 2023.

 In connection with the stockholders' vote at the special meeting of stockholders held by the Company on December 20, 2022, 4,965,892 shares were tendered for redemption.

 On April 3, 2023, the Company received a notice from the Nasdaq Stock Market LLC ("Nasdaq")
 stating that the Company's listed securities failed to satisfy the $ 50,000,000 market value of listed securities ("MVLS") requirement for continued listing on The
 Nasdaq Global Market (the "Global Market") in accordance with Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Requirement") based upon the Company's MVLS for the 30 consecutive business days prior to the date of the notice. In accordance
 with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until October 2, 2023, in which to regain compliance with the MVLS Requirement.

 On April 7, 2023, the Company submitted its application to transfer the listing of its securities
 from the Global Market to The Nasdaq Capital Market (the "Capital Market").

 On May 12, 2023, the Company held a special meeting of stockholders, at which the Company's stockholders approved an amendment (the "Extension Amendment") to the Company's Charter, giving the Company the right to extend Combination Period from May 16, 2023 to February 16, 2024. In connection with the Extension Amendment, stockholders holding 1,405,134 shares of redeemable Common Stock exercised their right to redeem such shares for
 a pro rata portion of the funds in the Trust Account.

 On May 18, 2023, the Company received a second notice (the "May 18, 2023 Notice") from Nasdaq, stating that the Company no longer satisfies the requirement
 to maintain a minimum of 1,100,000 publicly held shares (the "PHS Requirement") for continued listing on the Global
 Market, according to the number of publicly held shares reported on its Form 8-K for
 May 12, 2023. The Company was provided 45 calendar days, or until July 3, 2023, to submit a plan to Nasdaq to regain compliance with the PHS Requirement.

 On June 27, 2023, the Company received a third notice from Nasdaq stating that the Company's listed securities failed to maintain a minimum Market Value of Publicly Held Shares
 ("MVPHS") of $ 15,000,000 which is a requirement for continued listing on the Global Market in accordance with
 Nasdaq Listing Rule 5450(b)(3)(C) (the "MVPHS Requirement") based upon the Company's MVPHS for the 30 consecutive business days prior to the date of the notice. In accordance
 with Nasdaq Listing 5810(c)(3)(D), the Company was provided a period of 180 calendar
 days, or until December 26, 2023, in which to regain compliance with the MVPHS Requirement.

 On June 30, 2023, in response to Nasdaq's May 18, 2023 Notice, the Company submitted a plan to Nasdaq to regain compliance with the
 PHS Requirement.

 On July 18, 2023, the Company received a determination letter from Nasdaq advising it that
 the Nasdaq Staff has accepted the Company's plan to regain compliance with the PHS Requirement provided that, on or before November 14, 2023, the Company must file with the SEC and Nasdaq a public document containing
 its current total shares outstanding and a beneficial ownership table in accordance
 with the SEC Proxy Rules. If the Company fails to file such public document by November 14, 2023, the Company may receive a notice that its securities will be delisted. In
 that case, the Company will have the opportunity to appeal that decision to a Listing
 Qualifications Panel.

 F- 9

 As approved by its stockholders at the annual meeting held on August 21, 2023, the Company filed the No. 3 amendment to the Charter (a) to modify the terms
 and extend the Combination Period to November 16, 2024, provided that the Company deposits into the Trust Account an amount equal
 to $0.10 per outstanding Public Share for each three-month extension commencing on
 November 17, 2023 by revising paragraph E of Article Sixth of the Charter; (b) to eliminate
 the requirement to maintain $ 5,000,001 of net tangible book value prior to or upon consummation of a Business Combination
 by eliminating such requirement set forth in paragraph D of Article Sixth of the Charter;
 and (c) to permit prior to a Business Combination the issuance of Common Stock or
 securities convertible into Common Stock or the issuance of securities which vote
 as a class with the Common Stock on a Business Combination by eliminating the restrictions
 on such issuances set forth in paragraph G of Article Sixth of the Charter.

 In connection with the stockholders' vote at the annual meeting of stockholders held by the Company on August 21, 2023, 9,653 shares were tendered for redemption.

 On October 23, 2023 the Company received approval (the "Approval") from the Nasdaq Listing Qualifications
 Department of the Nasdaq that the Company's application to transfer the listing of its Common Stock, units and rights from the
 Global Market to the Capital Market has been approved. The Common Stock, units and
 rights will be transferred to the Capital Market at the opening of business on October 27, 2023. Common stock, units and rights will continue to trade under the symbols "MCAG,"
 "MCAGU" and "MCAGR," respectively and trading of its Common Stock, units and rights
 will be unaffected by this transfer. The Capital Market operates in substantially
 the same manner as the Global Market, and listed companies must meet certain financial
 requirements and comply with Nasdaq's corporate governance requirements.

 As previously disclosed, the Company received three letters from Nasdaq indicating
 the Company failed to comply with certain continued listing requirements for the Global
 Market, specifically on: (i) April 3, 2023, the Company received a letter from Nasdaq stating that the Company's listed securities failed to comply with the $ 50,000,000 market value of listed securities ("MVLS") requirement for continued listing on the
 Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A) based upon the Company's MVLS for the 30 consecutive business days prior to the date of the notice, (ii)
 May 18, 2023, the Company received a letter from Nasdaq stating that the Company failed
 to maintain the minimum 1,100,000 publicly held shares as required by the Nasdaq continued listing rules, and (iii)
 June 27, 2023, the Company received a letter from Nasdaq stating that the Company's publicly held shares failed to maintain a minimum Market Value of Publicly Held
 Shares ("MVPHS") of $ 15,000,000 which is a requirement for continued listing on the Global Market in accordance with
 Nasdaq Listing Rule 5450(b)(3)(C) based upon the Company's MVPHS for the 30 consecutive business days prior to the date of the notice. Upon
 the transfer of the listing of the Company's securities to the Capital Market on October 27, 2023, each of the above deficiencies will be resolved because the Company will
 no longer be subject to the continued listing requirements for the Global Market.

 On October 25, 2023, the Company issued a press release announcing its listing transfer to the
 Capital Market.

 On November 9, 2023, the Company received a notice from Nasdaq stating that the staff determined
 that the Company met all the continued listing standards to phase down, including
 the $ 35,000,000 MVLS standard for the Capital Market. Accordingly, the Company has regained compliance
 with the Rule and this matter is now closed.

 On December 13, 2023, the Company received a notice from the Nasdaq Stock Market LLC ("Nasdaq"),
 stating that the Company's listed securities failed to comply with the $ 35,000,000 market value of listed securities
 ("MVLS") requirement for continued listing on The Nasdaq Capital Market in accordance
 with Nasdaq Listing Rule 5550(b)(2) based upon the Company's MVLS for the 30 consecutive business days prior to the date of the Notice.

 F- 10

 The Notice has no immediate effect on the listing of the Company's securities on Nasdaq and in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a period of 180 calendar days, or until
 June 10, 2024, in which to regain compliance. In order to regain compliance, the MVLS of
 the Company must close at $ 35,000,000 or more for a minimum of ten consecutive business
 days during this 180-day period. On June 5, 2024, the Company received a notification letter from Nasdaq stating that for the last 10 consecutive business days, from May 21, 2024 to June 4, 2024, the Company's MVLS has been $ 35,000,000 or greater. Accordingly, the Company has regained compliance with
the MVLS Rule and this matter is now closed.

 On November 15, 2023, February 16, 2024 and May 15,
2024 the Company deposited $ 51,932 to the Trust Account on each date, extending the Combination Period from November 16, 2023 to August
16, 2024.

 If the Company is unable to complete a 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 to pay taxes,
 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 the Company's board of directors, dissolve and liquidate, subject in the case of clauses (ii)
 and (iii) to the Company's obligations under Delaware law to provide for claims of creditors and the requirements
 of other applicable law.

 The Sponsor has agreed to waive its liquidation rights with respect to the Private
 Shares if the Company fails to complete a Business Combination within the Combination
 Period. However, if the Sponsor or any of its respective affiliates acquire Public
 Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating
 distributions from the Trust Account if the Company fails to complete a Business Combination
 within the Combination Period. The underwriters have agreed to waive their rights
 to their deferred underwriting commission (see Note 7) held in the Trust Account in
 the event the Company does not complete a Business Combination within the Combination
 Period and, in such event, such amounts will be included with the other funds held
 in the Trust Account that will be available to fund the redemption of the Public Shares.
 In the event of such distribution, it is possible that the per share value of the
 assets remaining available for distribution will be less than the Initial Public Offering
 price per Unit ($10.00).

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

 On February 15, 2024, the Company extended
the Combination Period from February 16, 2024 to May 16, 2024 by depositing $ 51,932 into its trust account.

 Risks and Uncertainties

 Management continues to evaluate the impact of the COVID-19 pandemic and has concluded
 that while it is reasonably possible that the virus could have a negative effect on
 the Company's financial position, results of its operations, and/or search for a target company,
 the specific impact is not readily determinable as of the date of these financial
 statements. The financial statements do not include any adjustments that might result
 from the outcome of this uncertainty.

 F- 11

 In February 2022, the Russian Federation and Belarus commenced a military action with the country
 of Ukraine. As a result of this action, various nations, including the United States,
 have instituted economic sanctions against the Russian Federation and Belarus. Separately,
 in October 2023, Israel and certain Iranian-backed Palestinian forces began an armed conflict
 in Israel, the Gaza Strip, and surrounding areas, which threatens to spread to other
 Middle Eastern countries including Lebanon and Iran. The impact of these conflicts
 and related sanctions on the world economy are not determinable as of the date of
 these financial statements. The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable
 as of the date of these financial statements.

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

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

 On May 12, 2023, the Company's stockholders elected to redeem 1,405,134 shares for a total of $ 14,591,037. On August 21, 2023, the Company's stockholders elected to redeem 9,653 shares for a total of $ 101,372. The Company evaluated the classification and accounting of the share/ stock redemption
 under ASC 450, "Contingencies". ASC 450 states that when a loss contingency exists
 the likelihood that the future event(s) will confirm the loss or impairment of an
 asset or the incurrence of a liability can range from probable to remote. A contingent
 liability must be reviewed at each reporting period to determine appropriate treatment.
 The Company evaluated the current status and probability of completing a Business
 Combination as of December 31, 2023 and concluded that it is probable that a contingent liability should be recorded.
 As of December 31, 2023, the Company recorded $ 146,924 of excise tax liability calculated as 1% of the shares redeemed.

 Going Concern

 In connection with the Company's
 assessment of going concern considerations in accordance with Financial Accounting Standard Board ("FASB") Accounting
 Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a
 Going Concern," the Company has until November 16, 2024 to consummate the proposed Business Combination, provided that
 the Company deposits into the Trust Account an amount equal to $ 0.10 per
 outstanding Public Share for each three-month extension commencing on November 17, 2023. It is uncertain that the Company will
 be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date,
 there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity
 condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises
 substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying
 amounts of assets or liabilities should the Company be required to liquidate after November 16, 2024. The Company intends to
 complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the
 Company will be able to consummate any Business Combination by November 16, 2024.

 F- 12

 Liquidity and Capital Resources

 As of December 31, 2023, the Company had $ 16,089 of cash held outside its Trust Account for use as
 working capital (the "Working Capital").

 In addition, in order to finance transaction costs in connection with a Business Combination,
 the Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, provide the Company working
 capital loans, as defined below (see Note 6). To date, there were no amounts outstanding
 under any working capital loans.

 The Company will need to raise additional capital through loans or additional investments
 from its Sponsor, stockholders, officers, directors, or third parties. The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company
 funds, from time to time or at any time, in whatever amount they deem reasonable in
 their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional
 financing. If the Company is unable to raise additional capital, it may be required
 to take additional measures to conserve liquidity, which could include, but not necessarily
 be limited to, curtailing operations, suspending the pursuit of a potential transaction,
 and reducing overhead expenses. The Company cannot provide any assurance that new
 financing will be available to it on commercially acceptable terms, if at all.

 On February 15, 2023, the Company issued a non-interest bearing, unsecured promissory note in the
 aggregate principal amount of $ 300,000 (the "Note") to the Sponsor. Pursuant to the
 Note, the Sponsor loaned the Company an aggregate amount of $ 300,000 that is due and
 payable upon the Company's consummation of an initial Business Combination with a target business. The Note
 will either be paid upon consummation of the Company's initial Business Combination, or, at the Sponsor's discretion, converted upon consummation of the Company's Business Combination into private units at a price of $ 10.00 per unit. The loan
 will be forgiven, except to the extent of any funds held outside of the trust account,
 by the Sponsor or its affiliates if the Company is unable to consummate an initial
 Business Combination during the Combination Period.

 On March 31, 2023, the Company and UHY
 Advisors/UHY LLP, the Company's independent registered public accounting firm, entered into an unsecured promissory note for
 services rendered and unpaid in the principal sum of one hundred eight thousand one dollars and ninety cents ($108,001), plus
 interest applied monthly on any un-paid balance at the rate of eight (8%) percent per year until such sum is fully paid. On
 August 21, 2023, the Company and UHY Advisors/UHY LLP extended the due date of promissory note to October 31, 2023. If
 $ 102,877
 is paid in full on this promissory note no later than October 31, 2023, all accrued finance charges on this promissory note
 will be forgiven. The promissory note is payable by the Company in advance without penalty. $ 5,125
 of the balance was waived by UHY LLP. On November 6, 2023, the Company and UHY Advisors/UHY LLP further amended the promissory
 note by reducing the unpaid principal sum to $ 58,001
 and extending the due date of the promissory note to January 31, 2024. As of December 31, 2023, there was $ 52,877
 outstanding under this note. $ 5,587
 of interest was accrued through December 31, 2023 which is presented as interest payable in the accompanying balance sheets. On May 22, 2024, UHY Advisors/UHY LLP has agreed to extinguish a total of $ 179,035 of liabilities to UHY Advisors/UHY LLP for a settlement
amount of $ 160,000, which includes the outstanding balance of the note to UHY Advisors/UHY LLP with a principal amount outstanding of
$ 52,877 and all interest accrued and outstanding invoices due to UHY Advisors/UHY LLP.

 On May 16, 2023, the Company and the
 Sponsor entered into an amendment to the Note, pursuant to which the Note and the forgiveness term was extended from May 16,
 2023 to November 16, 2024. On September 13, 2023, as approved by the Company's audit committee, the Company entered
 into a note conversion agreement (the "Note Conversion Agreement") with the Sponsor, to convert $ 300,000 outstanding
 balance of the Note into 75,000
 shares of the Company's Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance of 75,000
 shares of Common Stock (Note 7).

 F- 13

 NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS

 In connection with the preparation of the Company's
financial statements for the year ended December 31, 2023, the Company's management re-evaluated the Company's accounting
for the classification of Investments held in Trust Account and Deferred underwriting fee payable between current assets and liabilities
and non-current assets and liabilities and determined that the Company failed to properly classify the Investment held in Trust Account
and Deferred underwriting fee payable as non-current asset and liabilities, respectively, resulting in an overstatement of the total current
asset and current liabilities and understatement of the total non-current asset and non-current liabilities. In addition, the Company
has re-evaluated its calculation of net income (loss) per share. The Company has previously considered interest paid to redeeming shareholders,
in the quarters when redemptions occurred, in its quarter to date and year to date calculation of net income (loss) per share as a reduction
to the net income (loss) to arrive to the adjusted net income (loss) to be allocated between the redeemable shares and non-redeemable
shares. The errors identified require restatement of the Company's financial statements as of December 31, 2022.

 In accordance with SEC Staff Accounting Bulletin
No. 99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements;" the Company evaluated the errors and has determined that the
related impacts materially affected the financial statements as of December 31, 2022. Accordingly, the Company has corrected such material
errors by adjusting its financial statements as of December 31, 2022. The following summarizes the effect of the restatement on each financial
statement line item.

 Schedule restatement of financial
 statement

 Balance Sheet as of December 31, 2022

 As

Previously

Reported

 Adjustment

 As

Restated

 Current Assets

 $

 $
 ( 19,572,432
)

 $
 270,838

 Non-current Assets

 $
 -

 $
 19,572,432

 $
 19,572,432

 Total Assets

 $

 $
 -

 $

 Current Liabilities

 $
 2,570,745

 $
 ( 2,070,000
)

 $
 500,745

 Non-current Liabilities

 $
 -

 $

 $

 Total Liabilities

 $
 2,570,745

 $
 -

 $
 2,570,745

 Schedule of Statement of Operations

 Statement of Operations for the year ended December 31, 2022

 As

Previously

Reported

 Adjustment

 As

Restated

 Basic and diluted net income (loss) per share, redeemable common stock

 $
 ( 0.03
)

 $
 0.06

 $
 0.03

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

 $
 ( 0.13
)

 $
 0.05

 $
 ( 0.08
)

 F- 14

 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

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

 Emerging Growth Company

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

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

 Use of Estimates

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

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

 Cash and Cash Equivalents

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

 F- 15

 Investment Held in Trust Account

 The Company's portfolio of investments held in the Trust Account is comprised of investments in
 money market funds and generally have a readily determinable fair value, or a combination
 thereof. Gains and losses resulting from the change in fair value of these securities
 are included in interest earned on marketable securities held in the Trust Account
 in the accompanying statements of operations. The estimated fair values of investments
 held in the Trust Account are determined using available market information.

 Interest income earned on these investments is fully reinvested into the Investments
 held in the Trust Account and therefore considered as an adjustment to reconcile net
 profit/(loss) to net cash used in operating activities in the Statements of Cash Flows.
 Such interest income reinvested will be used to redeem all or a portion of the ordinary
 shares upon the completion of Business Combination.

 Common Stock Subject to Possible Redemption

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

 In connection with the stockholders' vote at the special meetings of stockholders held by the Company on December 20, 2022, May 12, 2023 and August 21, 2023, 4,965,892, 1,405,134 and 9,653 shares of Common Stock were tendered for redemption, respectively.

 Accordingly, at December 31, 2023 and 2022, 519,321 and 1,934,108 shares of Common Stock subject to possible redemption is presented at redemption
 value of $ 10.74 and $ 10.11, respectively, as temporary equity, outside of the stockholders' deficit section of the Company's balance sheets.

 At December 31, 2023 and 2022, the Common Stock reflected in the balance sheets are reconciled
 in the following table:

 Scheduled of Common Stock subject to possible redemption

 Gross proceeds

 $
 69,000,000

 Less:

 Allocation of offering costs related to redeemable shares

 ( 4,657,681
)

 Proceeds allocated to Public Rights

 ( 5,865,000
)

 Redemptions of Common stock on December 20, 2022

 ( 50,129,447
)

 Plus:

 Accretion of carrying value to redemption value

 11,202,163

 Common stock subject to possible redemption, December 31, 2022

 19,550,035

 Less:

 Redemptions of Common Stock on May 12, 2023 and August 21, 2023

 ( 14,692,409
)

 Plus:

 Accretion of carrying value to redemption value

 721,605

 Common stock subject to possible redemption, December 31, 2023

 $
 5,579,231

 F- 16

 Offering Costs

 Offering costs consisted of legal, accounting and other expenses incurred through
 the Initial Public Offering that were directly related to the Initial Public Offering.
 Offering costs were allocated to the separable financial instruments issued in the
 Initial Public Offering based on a relative fair value basis, compared to total proceeds
 received. Offering costs associated with the Common Stock issued were initially charged
 to temporary equity and then accreted to Common Stock subject to redemption upon the
 completion of the Initial Public Offering. Offering costs amounted to $ 5,090,361 consisting
 of $ 1,380,000 of underwriting fees, $ 2,070,000 of deferred underwriting fees and $ 1,640,361
 of other offering costs. These were charged to stockholders' deficit upon the completion of the Initial Public Offering. $ 4,657,681 was allocated
 to Public Shares and charged to temporary equity, and $ 432,681 was allocated to public
 rights and charged to stockholders' deficit.

 Income Taxes

 The Company accounts for income taxes under ASC 740, "Income Taxes." ASC 740, Income
 Taxes, requires the recognition of deferred tax assets and liabilities for both the
 expected impact of differences between the unaudited condensed financial statements
 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. As of December 31, 2023 and December 31, 2022, the Company's deferred tax asset had a full valuation allowance recorded against it.

 ASC 740-270-25-2 requires that an annual effective tax rate be determined and such
 annual effective rate applied to year to date income in interim periods under ASC
 740-270-30-5. The Company's effective tax rate was 4.71 % and ( 97.59)% for the year ended December 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21 %
 for the year ended December 31, 2023 and 2022, due to merger and acquisition costs treated as permanent difference
 and expenditures, other than franchise taxes, treated as startup costs prior to operations
 which a valuation allowance on the deferred tax assets is applied.

 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 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 has identified the United States as its only "major" tax jurisdiction.
 The Company is subject to income taxation by major taxing authorities since inception.
 These 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- 17

 Net (Loss) Income per Common Share

 The Company complies with accounting and
 disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations includes a presentation of (loss) income
 per redeemable public share and (loss) income per non-redeemable share following the two-class method of (loss) income per share. In
 order to determine the net (loss) income attributable to both the public redeemable shares and non-redeemable shares, the Company
 first considered the total (loss) income allocable to both sets of shares. This is calculated using the total net (loss) income less
 any dividends paid. For purposes of calculating net (loss) income per share, any remeasurement of the accretion to redemption value
 of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent
 to calculating the total (loss) income allocable to both sets of shares, the Company split the amount to be allocated using a ratio
 of 31 %
 and 76 % for the redeemable Public Shares and 69 %
 and 24 % for the non-redeemable shares for year ended December 31, 2023 and 2022, respectively, reflective of the respective participation rights.

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

 Schedule of earning per share

 For the Year ended

 2023

 2022
 (As
restated)

 Net (loss) income

 $
)

 $
 4,471

 Accretion of temporary equity to redemption value

 ( 721,605
)

 ( 679,482
)

 Allocation of adjusted net loss including accretion of temporary equity

 $
 ( 2,972,721
)

 $
 ( 675,011
)

 Scheduled of basic and diluted net loss per share

 For the Year ended

 2023

 2022

(As restated)

 Redeemable Shares

 Non-
 Redeemable
 Shares

 Redeemable Shares

 Non-
 Redeemable
 Shares

 Basic and diluted net loss per share:

 Numerators:

 Allocation of adjusted
 net loss including accretion of temporary equity

 $
 ( 923,751
)

 $
 ( 2,048,970
)

 $
 ( 512,094
)

 $
 ( 162,917
)

 Accretion of temporary equity to redemption value

 721,605

 -

 679,482

 -

 Allocation of adjusted net loss

 $
 ( 202,146
)

 $
 ( 2,048,970
)

 $
 167,388

 $
 ( 162,917
)

 Denominator:

 Weighted-average shares outstanding

 1,029,765

 2,284,119

 6,682,317

 2,125,900

 Basic and diluted net loss per share

 $
 ( 0.20
)

 $
 ( 0.90
)

 $
 0.03

 $
 ( 0.08
)

 As of December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts
 that could, potentially, be exercised or converted into common shares and then share
 in the Company's earnings. As a result, diluted (loss) income per share is the same as basic (loss)
 income per share for the periods presented.

 Concentration of Credit Risk

 Financial instruments that potentially subject the Company to concentrations of credit
 risk consist of cash accounts in a financial institution, which, at times, may exceed
 the Federal Depository Insurance Coverage of $ 250,000. At December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management
 believes the Company is not exposed to significant risks on such accounts.

 F- 18

 Fair Value of Financial Instruments

 The fair value of the Company's assets and liabilities approximates the carrying amounts represented in the balance
 sheets, primarily due to their short-term nature.

 Recent Accounting Standards

 In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic
 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain
 financial instruments. ASU 2020-06 eliminates the current models that require separation
 of beneficial conversion and cash conversion features from convertible instruments
 and simplifies the derivative scope exception guidance pertaining to equity classification
 of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible
 debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including
 the requirement to use the if-converted method for all convertible instruments. As
 a smaller reporting company, ASU 2020-06 is effective December 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early
 adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2023. The adoption of ASU 2020-06 did not have a material impact on the Company's
consolidated financial statements and disclosures.

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income
 Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax
 information within the rate reconciliation and expanded disclosures of income taxes
 paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years
 beginning after December 15, 2024. Early adoption is permitted. The Company's management does not believe the adoption of ASU 2023-09 will have a material impact
 on its consolidated financial statements and disclosures.

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

 NOTE 4. INITIAL PUBLIC OFFERING

 Pursuant to the Initial Public Offering, the Company sold 6,000,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consisted of one share of Common Stock and one right ("Public
 Right"). Each Public Right entitled the holder to receive one-tenth of one share of
 Common Stock at the closing of a Business Combination (see Note 8). On November 18, 2021, the underwriters fully exercised their over-allotment option, resulting in
 an additional 900,000 Units issued for an aggregate amount of $ 9,000,000.

 In connection with the stockholders' vote at the special meetings of stockholders held by the Company on December 20, 2022, May 12, 2023 and August 21, 2023, 4,965,892, 1,405,134 and 9,653 shares of Common Stock were tendered for redemption, respectively.

 NOTE 5. PRIVATE PLACEMENT

 Simultaneously with the closing of the Initial Public Offering, on November 16, 2021, the Sponsor purchased an aggregate of 205,000 Private Units at a price of $ 10.00 per Private Unit, for an aggregate purchase price of $ 2,050,000, in a private placement. In connection with the underwriters' full exercise of their over-allotment option, on November 18, 2021, the Company also consummated the sale of an additional 18,000 Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 180,000. Each Private Unit consists of one share of Common Stock ("Private Share") and one
 right ("Private Right"). Each Private Right entitles the holder to receive one-tenth
 of one share of Common Stock at the closing of a Business Combination. The proceeds
 from the Private Units were be added to the proceeds from the Initial Public Offering
 held in the Trust Account. If the Company does not complete a Business Combination
 within the Combination Period, the proceeds from the sale of the Private Units will
 be used to fund the redemption of the Public Shares (subject to the requirements of
 applicable law), and the Private Units and all underlying securities will expire worthless.

 F- 19

 NOTE 6. RELATED PARTY TRANSACTIONS

 Founder Shares

 On April 8, 2021, the Company issued 1,437,500 shares of Common Stock (the "Insider Shares") to the Sponsor for an aggregate purchase
 price of $ 25,000. The 1,437,500 Insider Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters' over-allotment is not exercised in full or in part, so that the Sponsor will collectively
 own 20% of the Company's issued and outstanding shares after the Initial Public Offering (assuming the Sponsor
 does not purchase any Public Shares in the Initial Public Offering and excluding the
 Private Shares). In connection with the increase in the size of the offering, on November 2, 2021, the company declared a 20% stock dividend on each insider share thereby increasing
 the number of issued and outstanding Insider Shares to 1,725,000, including up to an aggregate of 225,000 shares of Common Stock subject to forfeiture by our insiders to the extent that the
 underwriters' over-allotment option is not exercised in full or in part. The stock dividend was
 considered in substance a recapitalization transaction, which was recorded and presented
 retroactively. As a result of the underwriters' election to fully exercise their over-allotment option on November 18, 2021, no Insider Shares are currently subject to forfeiture.

 Administrative Support Agreement

 The Company agreed, commencing on November 12, 2021, to pay the Sponsor, affiliates, or advisors a total of up to $ 10,000 per month for office space, utilities, out of pocket expenses, and secretarial and
 administrative support. The arrangement will terminate upon the earlier of the Company's consummation of a Business Combination or its liquidation. For the year ended December 31, 2023 and 2022, the Company incurred and paid $ 120,000 and $ 120,000 in fees for these services, respectively.

 Promissory Notes — Related Parties

 On April 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 500,000 to cover
 expenses related to the Initial Public Offering pursuant to a promissory note (the
 "Note"). This Note was non-interest bearing and payable on the completion of the closing
 of the Initial Public Offering. The Note was paid in full on November 16, 2021. The Company can no longer borrow against this note.

 On October 30, 2023, the Company issued an unsecured promissory note in the aggregate principal
 amount up to $ 400,000 (the "Note") to the Company's Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate
 amount up to $ 400,000 that may be drawn down by the Company from time to time by written notice to the
 Sponsor. The aggregate amount advanced under the Note is due payable by the Company
 on the earlier of: (i) the date on which Company consummates an initial Business Combination
 with a target business, or (ii) the date the Company liquidates if a Business Combination
 is not consummated. The Note does not bear interest. In the event that the Company
 does not consummate a Business Combination, the Note will be repaid only from amounts
 remaining outside of the Company's trust account, if any. The proceeds of the Note will be used by the Company for
 working capital purposes. As of December 31, 2023 there was $ 200,000 outstanding under this note.

 Related Party Loans

 In order to finance transaction costs in connection with a Business Combination, the
 Sponsor, an affiliate of the Sponsor, or the Company's officers and directors may, but are not obligated to, loan the Company funds from
 time to time or at any time, as may be required ("Working Capital Loans"). Each Working
 Capital Loan would be evidenced by a promissory note. The Working Capital Loans would
 either be paid upon consummation of a Business Combination, without interest, or,
 at the holder's discretion, up to $ 1,500,000 of the Working Capital Loans may be converted into Private Units at a price of $ 10.00 per unit. The Private Units would be identical to the Private Units. In the event
 that a Business Combination does not close, the Company may use a portion of the proceeds
 held outside the Trust Account to repay the Working Capital Loans, but no proceeds held In the Trust Account would be used to repay the Working Capital Loans.

 F- 20

 On February 15, 2023, the Company issued a non-interest bearing, unsecured promissory note in the
 aggregate principal amount of $ 300,000 (the "Note") to the Sponsor. Pursuant to the Note, the Sponsor loaned the Company
 an aggregate amount of $ 300,000 that is due and payable upon the Company's consummation of an initial Business Combination with a target business. The Note
 will either be paid upon consummation of the Company's initial Business Combination, or, at the Sponsor's discretion, converted upon consummation of the Company's Business Combination into private units at a price of $10.00 per unit. The loan
 will be forgiven, except to the extent of any funds held outside of the trust account,
 by the Sponsor or its affiliates if the Company is unable to consummate an initial
 Business Combination during the Combination Period. On May 16, 2023, the Company and the Sponsor entered into an amendment to the Note, pursuant
 to which the Note and the forgiveness term was extended from May 16, 2023 to November 16, 2024.

 On September 13, 2023, as approved by the Company's audit committee, the Company entered into the Note Conversion Agreement with the
 Sponsor, to convert the Note into 75,000 shares of the Company's Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance
 of 75,000 shares of Common Stock (Note 7).

 As of December 31, 2023 and 2022, there were no outstanding amounts under this Note.

 NOTE 7. COMMITMENTS & CONTINGENCIES

 Professional Fee

 The Company paid legal counsel a retainer of $ 25,000 upon filing the registration statement and $ 100,000 upon the closing of the Initial Public Offering and agreed to pay $50,000 upon closing of a Business Combination.

 The Company entered into an agreement with its legal counsel relating to Business
 Combination services. The Company has accrued fees to its legal counsel in the amount of $25,000 upon execution
 of the agreement, $50,000 upon the execution of the Business Combination agreement
 with the target, and $25,000 upon the filing of a proxy statement or S-4 registration
 statement relating to the Company Merger with the SEC. In the event that the Business
 Combination does not close, and the Company receives a break-up fee or similar payment
 from the target company, the Company agrees to pay its legal counsel the balance of
 their fees, up to the amount of $300,000, from the payment, in which case the total
 fee shall not exceed $400,000 inclusive of the accrued payments set forth above. If
 the Business Combination is consummated, at closing legal counsel shall receive $400,000,
 inclusive of the accrued payments set forth above.

 Underwriting Agreement

 The Company paid an underwriting fee of $ 0.20 per Unit (6,900,000 Units), or $ 1,380,000, in total which includes the fee due upon the full exercise of the underwriters' over-allotment option.

 The underwriters are entitled to a deferred fee of $ 0.30 per unit, or $ 2,070,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions.
 The deferred fee will become payable to the underwriters from the amounts held in
 the Trust Account solely in the event that the Company completes a Business Combination,
 subject to the terms of the underwriting agreement.

 Representative Shares

 The Company issued to the underwriter and/or its designees 177,900 shares of Common
 Stock (the "Representative Shares"). The Company accounted for the Representative
 Shares as an expense of the Initial Public Offering, resulting in a charge directly
 to stockholder's equity. The Company estimates the fair value of Representative Shares to be $1,383,617
 based upon the offering price of the shares of $7.78 per share. The Representative
 Shares have been deemed compensation by FINRA and are therefore subject to a lock-up
 for a period of 180 days immediately following the effective date of the registration
 statement

 F- 21

 related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA's NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative,
 put or call transaction that would result in the economic disposition of the securities
 by any person for a period of 180 days immediately following the effective date of
 the registration statements related to the Initial Public Offering, nor may they be
 sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately
 following the effective date of the registration statements related to the Initial
 Public Offering except to any underwriter and selected dealer participating in the
 Initial Public Offering and their bona fide officers or partners.

 Business Combination Agreement

 On October 19, 2022, the Company entered into a Business Combination Agreement (as it may be amended,
 supplemented or otherwise modified from time to time, the "Business Combination Agreement")
 with AUM Biosciences Pte. Ltd., a private company limited by shares incorporated in
 Singapore, with company registration 201810204D ("AUM").

 Based upon the execution of the Business Combination Agreement, the Combination Period
 was extended for a period of three months from November 16, 2022 to February 16, 2023. Additionally, the Company elected to extend the Combination Period for another
 three-month period to May 16, 2023 by depositing certain funds into its trust account as set forth in its certificate
 of incorporation and its investment management trust agreement with Continental Stock
 Transfer & Trust Company.

 The Business Combination Agreement was subsequently amended on February 10, 2023, March 30, 2023 and April 19, 2023. On January 27, 2023, AUM Biosciences Limited, a Cayman Islands exempted company ("Holdco"), AUM
 Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated
 in Singapore, with company registration number 202238778Z and a direct, wholly-owned
 subsidiary of Holdco, and AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation
 and a direct, wholly-owned subsidiary of Holdco, executed a joinder agreement with
 the Company and AUM and joined the Business Combination Agreement as parties. The
 Business Combination Agreement would have provided, subject to its terms and conditions,
 for the initial Business Combination of the Company (the "Business Combination").
 On May 22, 2023, the Company filed a definitive proxy statement on Schedule 14A, as amended on May 24, 2023 to solicit its stockholders' voting on the Business Combination Agreement, among other proposals, at a special
 meeting of stockholders scheduled to be held on June 23, 2023 at 10:00 a.m., Eastern Time, or any postponement or adjournment. The proxy
 statement also provided that the Company's stockholders may request to redeem his/her shares by submitting the request in writing
 to the Company's transfer agent by June 21, 2023. On June 8, 2023, the Company received a termination notice from AUM. The Notice terminated
 the Business Combination Agreement as of June 8, 2023.

 Based on the termination of the Business Combination Agreement, on June 16, 2023, the Company's board of directors adopted a resolution to cancel the special meeting. Accordingly,
 the special meeting was not held on June 23, 2023, and the Company's transfer agent did not process any share redemption requests that may have been
 submitted by stockholders of the Company.

 Vendor Liability and Note Conversion Agreement

 On September 13, 2023, the Company entered into four separate vendor liability conversion agreements
 (the "Vendor Liability Conversion Agreements") with four of the Company's vendors. Pursuant to the Vendor Liability Conversion Agreements, an aggregate of
 $ 1,800,000 of the service fees due to the vendors have been converted into an aggregate of 450,000 shares Company's Common Stock based upon a conversion price of $ 4.00 per share. Accordingly, the Company satisfied aggregate vendor liabilities of $ 1,800,000 in exchange for the issuance of 450,000 shares of Common Stock. The Company determined the $ 4.00 per share approximates the
 fair value of the Common Stock as the shares being issued are restricted as such no
 gain or loss was recognized on settlement of the liability.

 F- 22

 On February 15, 2023, the Company issued a non-interest bearing, unsecured promissory note in the
 aggregate principal amount of $ 300,000 (the "Note") to the Sponsor. Pursuant to the Note, the Sponsor loaned the Company
 an aggregate amount of $ 300,000 that is due and payable upon the Company's consummation of an initial Business Combination with a target business. The Note
 would either be paid upon consummation of the Company's initial Business Combination, or, at the Sponsor's discretion, converted into private units at a price of $10.00 per unit. On September 13, 2023, as approved by the Company's audit committee, the Company entered into the Note Conversion Agreement with the
 Sponsor, to convert the Note into 75,000 shares of the Company's Common Stock. Accordingly, the Company satisfied the Note in exchange for the issuance
 of 75,000 shares of Common Stock. The Company determined the $ 4.00 per share approximates the fair value of the Common Stock as the shares being issued
 are restricted as such no gain or loss was recognized on settlement of the liability.

 Pursuant to the Vendor Liability Conversion Agreements and the Note Conversion Agreement,
 the vendors and the Sponsor have (i) one demand registration of the sale of such shares
 at the Company's expense, and (ii) unlimited "piggyback" registration rights, both for a period of
 five (5) years after the closing of the Company's initial Business Combination at the Company's expense.

 NOTE 8. STOCKHOLDERS' DEFICIT

 Common Stock

 The Company is authorized to issue 30,000,000 shares of Common Stock with a par value of $ 0.0001 per share. At May 27, 2021, there were 1,437,500 shares of Common Stock issued and outstanding, of which up to an aggregate of 187,500 shares are subject to forfeiture to the extent that the underwriters' over-allotment option is not exercised in full so that the Sponsor will own 20% of
 the issued and outstanding shares after the Initial Public Offering (assuming the
 Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding
 the Private Shares). In connection with the increase in the size of the offering,
 on November 2, 2021, the Company declared a 20% stock dividend on each insider share thereby increasing
 the number of issued and outstanding Insider Shares to 1,725,000, including up to an aggregate of 225,000 shares of Common Stock subject to forfeiture by our insiders to the extent that the
 underwriters' over-allotment option is not exercised in full or in part. According to ASC 260-10-55,
 the stock dividend was considered in substance a recapitalization transaction, which
 was recorded and presented retroactively.

 As a result of the underwriters' election to fully exercise their over-allotment option on November 18, 2021, no Insider Shares are currently subject to forfeiture. At December 31, 2023 and 2022, there were 2,650,900 and 2,125,900 shares of Common Stock issued and outstanding, excluding 519,321 and 1,934,108 of Common Stock subject to possible redemption which are presented as temporary equity,
 respectively.

 Rights

 Except in cases where the Company is not the surviving company in a Business Combination,
 each holder of a Public Right will automatically receive one-tenth (1/10) of one share
 of Common Stock upon consummation of a Business Combination, even if the holder of
 a Public Right converted all shares held by him, her or it in connection with a Business
 Combination or an amendment to the Company's Charter with respect to its pre-Business Combination activities. In the event that
 the Company will not be the surviving company upon completion of a Business Combination,
 each holder of a Public Right will be required to affirmatively convert his, her or
 its rights in order to receive the one-tenth (1/10) of a share underlying each Public
 Right upon consummation of the Business Combination.

 The Company will not issue fractional shares in connection with an exchange of Public
 Rights. Fractional shares will either be rounded down to the nearest whole share or
 otherwise addressed in accordance with the applicable provisions of the Delaware General
 Corporation Law. As a result, the holders of the Public Rights must hold rights in
 multiples of 10 in order to receive shares for all of the holders' rights upon closing of a Business Combination.

 F- 23

 NOTE 9. INCOME TAX

 The Company's net deferred tax assets for the year ended December 31, 2023 and 2022 are as follows:

 Scheduled of deferred tax asset

2023

2022

 Deferred tax assets

 Net operating loss carryforward

 $
 -

 $
 -

 Startup/Organization Expenses

 683,039

 133,921

 Total deferred tax assets

 683,039

 133,921

 Valuation Allowance

 ( 683,039
)

 ( 133,921
)

 Deferred tax assets. Net of allowance

 $
 -

 $
 -

 The income tax provision consists of the following:

 Schedule of income tax provision

2023

2022

 Federal

 Current

 $
 101,282

 $
 180,872

 Deferred

 ( 549,118
)

 ( 102,262
)

 State

 Current

 -

 -

 Deferred

 -

 -

 Change in valuation allowance

 549,118

 102,262

 Income tax provision

 $
 101,282

 $
 180,872

 As of December 31, 2023 and 2022, the Company have $ 0 and $ 0 of U.S. federal and state net operating
 loss carryovers available to offset future taxable income, respectively.

 In assessing the realization of the deferred tax assets, management considers whether
 it is more likely than not that some portion of all of the deferred tax assets will
 not be realized. The ultimate realization of deferred tax assets is dependent upon
 the generation of future taxable income during the periods in which temporary differences
 representing net future deductible amounts become deductible. Management considers
 the scheduled reversal of deferred tax liabilities, projected future taxable income
 and tax planning strategies in making this assessment. After consideration of all
 of the information available, management believes that significant uncertainty exists
 with respect to future realization of the deferred tax assets and has therefore established
 a full valuation allowance. For the year ended December 31, 2023, the change in the valuation allowance was $ 549,118. For the year ended December 31, 2022, the change in the valuation allowance was $ 102,262.

 A reconciliation of the federal income tax rate to the Company's effective tax rate at December 31, 2023 and 2022 is as follows:

 Scheduled of reconciliation of federal income tax rate

2023

2022

 Statutory federal income tax rate

 21.0
 %

 21.00
 %

 True up - Federal tax 2022

 0.1
 %

 -

 True up - Organizational/startup costs 2022

 ( 0.1
)%

 -

 Merger & Acquisitions expenses

 0.0
 %

 21.3
 %

 Interest & Penalties

 ( 0.2
)%

 0.1
 %

 Change in valuation allowance

 ( 25.5
)%

 55.2
 %

 Income tax provision

 ( 4.7
)%

 97.6
 %

 The Company files income tax returns in the U.S. federal jurisdiction in various state
 and local jurisdictions and is subject to examination by the various taxing authorities.

 F- 24

 NOTE 10. FAIR VALUE MEASUREMENTS

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

 Level 1:

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

 Level 2:

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

 Level 3:

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

 The Company classifies its securities in the Trust Account that are invested in funds,
 such as Mutual Funds or Money Market Funds, that primarily invest in U.S. Treasury
 and equivalent securities as Trading Securities in accordance with ASC Topic 320 "Investments–-
 Debt and Equity Securities. Trading Securities are recorded at fair market value on
 the accompanying balance sheets.

 At December 31, 2023, assets held in the Trust Account were comprised of $ 5,613,395 in a mutual
 fund that is invested primarily in U.S. Treasury Securities. Through December 31, 2023, the Company withdrew $ 129,288 of the interest earned on the Trust Account to pay franchise and income taxes and
 $ 14,692,409 in connection with redemptions.

 At December 31, 2022, assets held in the Trust Account were comprised of $ 19,572,432 in a mutual fund that is invested primarily in U.S. Treasury Securities. Through
 December 31, 2022, the Company withdrew $ 231,220 of the interest earned on the Trust Account to pay franchise and income taxes and
 $ 50,129,447 in connection with the redemption of shares.

 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 December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company
 utilized to determine such fair value:

 Scheduled of fair value measurements

 Trading Securities

 Level

 Fair Value

 December 31, 2023

 Investments held in Trust Account - Mutual Fund

 $
 5,613,395

 December 31, 2022

 Investments held in Trust Account - Mutual Fund

 $
 19,572,432

 F- 25

 NOTE 11. SUBSEQUENT EVENTS

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

 On April 3, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount up to $ 300,000 (the "2024 Note") to the Sponsor. Pursuant to the Note, the
Sponsor agreed to loan to the Company an aggregate amount up to $ 300,000 that may be drawn down by the Company from time to time by written
notice to the Sponsor. The aggregate amount advanced under the Note is due payable by the Company on the earlier of: (i) the date on which
Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination
is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note
will be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the Note will be used

 On April 19, 2024, as approved by the Company's
audit committee, the Company entered into a note conversion agreement (the "Note Conversion Agreement") with the Sponsor,
to convert the Principal Amount due under the Notes into 150,000 shares of the Company's common stock, par value $0.0001 per share
(the "Common Stock"). Accordingly, the Company satisfied the Notes in exchange for the issuance of 150,000 shares of Common
Stock. Pursuant to the Note Conversion Agreement, the Sponsor has (i) one demand registration of the sale of such shares at the Company's
expense, and (ii) unlimited "piggyback" registration rights, both for a period of five (5) years after the closing of the
Company's initial business combination at the Company's expense.

 On April 30, 2024, the Company issued an unsecured
promissory note in the aggregate principal amount up to $ 300,000 (the "Note") to the Sponsor. Pursuant to the Note, the Sponsor
agreed to loan to the Company an aggregate amount up to $ 300,000 that may be drawn down by the Company from time to time by written notice
to the Sponsor. The aggregate amount advanced under the Note is due payable by the Company on the earlier of: (i) the date on which Company
consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination
is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note
will be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the Note will be used

 On May 2, 2024, the Company issued a press release
announcing that it had entered into a non-binding term sheet, dated April 26, 2024, with CUBEBIO Co., Ltd., a Korea-based company ("CUBEBIO"),
for a proposed business combination through which CUBEBIO plans to become a public company with its securities listed on The Nasdaq Stock
Market ("Nasdaq").

 On May 15, 2024 the Company deposited $ 51,932
to the Trust Account, extending the Combination Period from May 16, 2024 to August 16, 2024.

 On May 22, 2024, UHY Advisors/UHY LLP has agreed
to extinguish a total of $ 179,035 of liabilities to UHY Advisors/UHY LLP for a settlement amount of $ 160,000, which includes the outstanding
balance of the note to UHY Advisors/UHY LLP with a principal amount outstanding of $ 52,877 and all interest accrued.

 On June 5, 2024, the Company received a notification
letter from Nasdaq stating that for the last 10 consecutive business days, from May 21, 2024 to June 4, 2024, the Company's MVLS
has been $ 35,000,000 or greater. Accordingly, the Company has regained compliance with the MVLS Rule and this matter is now closed.

 F- 26

 As disclosed in a Form 12b-25 Notification of
Late Filing filed by the Company on April 2, 2024, the Company is delayed in filing its Annual Report on Form 10-K for the year ended
December 31, 2023 (the "Form 10-K") with the U.S. Securities and Exchange Commission (the "SEC"). Also as disclosed
in a Form 12b-25 Notification of Late Filing filed by the Company on May 15, 2024, the Company is delayed in filing its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2023 (the "Form 10-Q") with the SEC. On July 18, 2024, the Company received a
notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, because the Company
is delinquent in filing its Form 10-K and Form 10-Q, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the "Listing
Rule"), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The
Notice has no immediate effect on the listing or trading of the Company's common stock, units or rights on the Nasdaq Capital Market.
In accordance with Nasdaq's listing rules, the Company has 60 calendar days, or until September 2, 2024, after the Notice to submit
a plan of compliance (the "Plan") to Nasdaq addressing how the Company intends to regain compliance with Nasdaq's listing
rules, and Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-K, or October 14, 2024,
to regain compliance. The Company intends to file the Form 10-K and the Form 10-Q or to submit a compliance plan to Nasdaq and take the
necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable, but in any case such plan to be submitted
prior to September 2, 2024. While the Company can provide no assurances as to timing, the Company will continue to work diligently to
complete and file the Form 10-K and the Form 10-Q as soon as practicable.

 On August 14, 2024, the Company issued an unsecured promissory note in the aggregate principal amount up to $ 500,000 (the "Note")
to the Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $ 500,000 that may be drawn down
by the Company from time to time by written notice to the Sponsor. The aggregate amount advanced under the Note is due payable by the
Company on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the
date the Company liquidates if a business combination is not consummated. The Note does not bear interest. In the event that the Company
does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company's trust account,
if any.

 NOTE 12. RESTATEMENT OF PREVIOUSLY ISSUED
UNAUDITED FINANCIAL STATEMENT S

 In connection with the preparation of the Company's
financial statements for the year ended December 31, 2023, the Company's management re-evaluated the Company's accounting
for the classification of Investments held in Trust Account and Deferred underwriting fee payable between current assets and liabilities
and non-current assets and liabilities and determined that the Company failed to properly classify the Investment held in Trust Account
and Deferred underwriting fee payable as non-current asset and liabilities, respectively, resulting in an overstatement of the total current
asset and liabilities and understatement of the total non-current asset and liabilities.. In addition, the Company has re-evaluated its
calculation of net income (loss) per share. The Company has previously considered interest paid to redeeming shareholders, in the quarters
when redemptions occurred, in its quarter to date and year to date calculation of net income (loss) per share as a reduction to the net
income (loss) to arrive to the adjusted net income (loss) to be allocated between the redeemable shares and non-redeemable shares. The
errors identified require restatement of the Company's financial statements for the period ended March 31, 2023, June 30, 2023 and
September 30, 2023.

 In accordance with SEC Staff Accounting Bulletin
No. 99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements;" the Company evaluated the errors and has determined that the
related impacts materially affected the financial statements for the period ended March 31, 2023, June 30, 2023 and September 30, 2023.
Accordingly, the Company has corrected such material errors by adjusting its financial statements as of December 31, 2023. The following
summarizes the effect of the restatement on each financial statement line item.

 F- 27

 Schedule restatement
of financial statements

 Condensed Balance Sheet as of March 31, 2023 (unaudited)

 As

Previously

Reported

 Adjustment

 As

Restated

 Current Assets

 $
 20,221,842

 $
 ( 20,038,974
)

 $
 182,868

 Non-current Assets

 $
 -

 $
 20,038,974

 $
 20,038,974

 Total Assets

 $
 20,221,842

 $
 -

 $
 20,221,842

 Current Liabilities

 $
 2,992,653

 $
 ( 2,070,000
)

 $
 922,653

 Non-current Liabilities

 $
 -

 $

 $

 Total Liabilities

 $
 2,992,653

 $
 -

 $
 2,992,653

 Condensed Balance Sheet as of June 30, 2023 (unaudited)

 Current Assets

 $
 5,673,451

 $
 ( 5,542,002
)

 $
 131,449

 Non-current Assets

 $
 -

 $
 5,542,002

 $
 5,542,002

 Total Assets

 $
 5,673,451

 $
 -

 $
 5,673,451

 Current Liabilities

 $
 3,387,322

 $
 ( 2,070,000
)

 $
 1,317,322

 Non-current Liabilities

 $
 -

 $

 $

 Total Liabilities

 $
 3,387,322

 $
 -

 $
 3,387,322

 Condensed Balance Sheet as of September 30, 2023 (unaudited)

 Current Assets

 $
 5,516,977

 $
 ( 5,488,143
)

 $
 28,834

 Non-current Assets

 $
 -

 $
 5,488,143

 $
 5,488,143

 Total Assets

 $
 5,516,977

 $
 -

 $
 5,516,977

 Current Liabilities

 $
 3,166,145

 $
 ( 2,070,000
)

 $
 1,096,145

 Non-current Liabilities

 $
 -

 $

 $

 Total Liabilities

 $
 3,166,145

 $
 -

 $
 3,166,145

 Schedule
 Of Restatement Of Operations

 Statement of Operations for the three months ended June 30, 2023 (unaudited)

 As

Previously

Reported

 Adjustment

 As

Restated

 Basic and diluted net income (loss) per share, redeemable common stock

 $
 ( 0.10
)

 $
 0.10

 $
 ( 0.00
)

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

 $
 ( 0.19
)

 $
 0.09

 $
 ( 0.10
)

 Statement of Operations for the six months ended June 30, 2023 (unaudited)

 Basic and diluted net income (loss) per share, redeemable common stock

 $
 0.06

 $
 0.08

 $
 0.14

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

 $
 ( 0.31
)

 $
 0.09

 $
 ( 0.22
)

 Statement of Operations for the nine months ended September 30, 2023 (unaudited)

 Basic and diluted net income (loss) per share, redeemable common stock

 $
 ( 0.42
)

 $
 0.10

 $
 ( 0.32
)

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

 $
 ( 0.93
)

 $
 0.10

 $
 ( 0.83
)

 F- 28